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Charlotte's Web Announces Closing of Transaction with British American Tobacco, Including US$10 Million Investment
Louisville, Colorado--(Newsfile Corp. - May 28, 2026) - Charlotte's Web Holdings, Inc. (TSX: CWEB) (OTCQX: CWBHF) ("Charlotte's Web" or the "Company") is pleased to announce that, further to its press release dated March 30, 2026, Charlotte's Web has closed the transaction with BT DE Investments Inc. ("BAT"), a subsidiary of British American Tobacco p.l.c. (LSE: BATS) (NYSE: BTI), comprised of two components: (i) the amendment and conversion of BAT's outstanding C$75.3 million (or approximately.
About this update from Charlotte's Web Holdings, Inc.
Louisville, Colorado--(Newsfile Corp. - May 28, 2026) - Charlotte's Web Holdings, Inc. (TSX: CWEB) (OTCQX: CWBHF) ("Charlotte's Web" or the "Company") is pleased to announce that, further to its press release dated March 30, 2026, Charlotte's Web has closed the transaction with BT DE Investments Inc. ("BAT"), a subsidiary of British American Tobacco p.l.c. (LSE: BATS) (NYSE: BTI), comprised of two components: (i) the amendment and conversion of BAT's outstanding C$75.3 million (or approximately US$55 million) as of May 28, 2026 principal amount of the convertible debenture, as well as all accrued interest thereon, into common shares of Charlotte's Web at a conversion price of C$0.94 per share; and (ii) a concurrent additional equity investment by BAT of US$10 million by way of a private placement at a per share price (the "Subscription Price") of C$0.94 (collectively, the "Transaction"). The Transaction is subject to final approval from the Toronto Stock Exchange (the "TSX"). "This transaction meaningfully strengthens our balance sheet and enhances our capital position," said Bill Morachnick, Chief Executive Officer of Charlotte's Web. "With increased financial flexibility and a streamlined capital structure, we are better positioned to execute our growth strategy, expand access, and deliver long-term value for our shareholders. We are grateful to British American Tobacco for their continued investment." Transaction Overview Amendment and Conversion of Outstanding Debenture The convertible debenture issued by Charlotte's Web to BAT on November 14, 2022, in the original principal amount of C$75,341,080 (US$54.7 million), was amended and converted in full into common shares of Charlotte's Web at a conversion price of C$0.94 per share. The converted amount includes the full principal amount of C$75,341,080 together with C$14,223,321 (US$10.3 million) in accrued interest, for a total converted amount of C$89,564,401 (US$65 million), resulting in the issuance of 95,281,277 common shares to BAT in full and final settlement of the convertible debenture. US$10 Million Concurrent Private Placement Concurrently with the debenture conversion, BAT subscribed for an additional non-brokered private placement of 14,662,765 common shares of Charlotte's...
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