Vancouver, BC, Canada – February 18, 2025 – Final Bell Holdings International Ltd. (“Final Bell” or the
“Company”), a leading cannabis hardware and packaging innovator and pioneer of the “Cannabis as a Service”
business model, is pleased to report a company update following the release of its financial results for its fiscal third
quarter ended December 31, 2024.
Recent Financial Highlights
• Revenue: Final Bell generated net revenues of $15.2 million in the quarter ended December 31, 2024. This
reflects the strength of its core hardware and packaging business, conducted under its wholly-owned
subsidiary 14th Round, and its growing market position through its owned brands and manufacturing services
division. This positive momentum is expected to continue into the close of FY2025 on March 31st.
• Positive Adjusted EBITDA1: The Company returned to a positive Adjusted EBITDA of $2.3 million for
the quarter, demonstrating the success of its operational efficiencies and shifted strategic focus.
• Debt Conversion: Final Bell significantly strengthened its balance sheet by converting $11 million of debt
into equity, positioning the Company for sustainable growth.
1Adjusted EBITDA is a non-IFRS measure. See “Reconciliation of Non-IFRS Measures.”
FY25 Guidance
• Revenue: The Company projects an FY2025 revenue of $52 million, driven by continued organic growth in
its core business lines and innovative product launches across multiple product categories for both its owned
brand portfolio and core brand partners.
• Adjusted EBITDA: Positive Adjusted EBITDA is expected to be over $2 million, underscoring the viability
and scalability of Final Bell’s revised business model.
Strategic Reboot Completed
Final Bell has completed its strategic transformation from end-to-end plant-touching operations to a focus on
monetizing its intellectual property portfolio, hardware and packaging innovation, and further developing its modular
and efficient manufacturing processes. This pivot has simplified the corporate structure, eliminated 280E tax
implications, and reduced overhead costs. The full impact of the simplified structure will be realized during the next
fiscal year ending March 31, 2026.
Two-Year Forward Projections Looking ahead, Final Bell anticipates:
• Revenue: to grow by over 25% CAGR over the next two fiscal years.
• Adjusted EBITDA: to reach over 15% of revenue in FY26 and FY27
Operational Momentum
Final Bell’s operational focus remains on delivering innovative hardware and packaging solutions to its partners across
North America and beyond. The Company’s streamlined structure and return to financial health position it to capitalize
on growth opportunities in the global cannabis industry.
“We are proud of the progress we’ve made in 2024, and our strong financial results reflect the success of our strategic
initiatives,” said Jeremy Green, CEO of Final Bell. “With this strategic reboot complete, we can focus on further
executing this exciting new business direction and ultimately delivering long-term value to our stakeholders. We have
a strong pipeline of upcoming product launches for our key owned brands, ANIMAL™ and dosist®, and new
proprietary hardware offerings in the all-in-one category that will set the bar for quality, consistency, and user
experience. We look forward to leveraging this pipeline to drive growth at 14th Round and expand our brand licensing
offerings further.”
Robert Meyer, Chairman of the Board, added, “Final Bell is entering a new phase of growth and stability. Our
financial outlook and operational focus position us to capitalize on the opportunities ahead and solidify our leadership
in the cannabis industry.”
Reconciliation of Non-IFRS Measures
In this press release, the Company refers to certain non-IFRS financial measures which are used to understand and
compare operating results across accounting periods, for financial and operational decision making, for planning and
forecasting purposes, and to evaluate the Company’s financial performance.
As there are no standardized methods of calculating non-IFRS measures, these methods may differ from those used
by others, and accordingly, the use of these measures may not be directly comparable to similarly titled measures used
by others. Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of
companies, Adjusted EBITDA has limitations as an analytical tool, and investors should not consider it in isolation or
as a substitute for, or more meaningful than, amounts determined in accordance with IFRS.
Adjusted EBITDA should not be considered in isolation from, or as a substitute for, Net Loss. There are a number of
limitations related to the use of Adjusted EBITDA as compared to Net Loss, the closest comparable IFRS measure.
Adjusted EBITDA, as defined by the Company, excludes from Net Loss:
• Interest income and expense,
• Current income tax expense;
• Non-cash depreciation and amortization expense;
• Non-cash share-based compensation expense;
• Non-cash changes in fair value of derivative liabilities and investments;
• Gain on Debt Settlement/Modification; and
• Loss on sale of operations/assets.
The closest comparable IFRS measure to Adjusted EBITDA is Net Loss. A reconciliation of Net Loss to Adjusted
EBITDA follows.
About Final Bell Holdings International Ltd. Final Bell Holdings International Ltd. (“Final Bell”) operates at the
forefront of the regulated cannabis industry. Pioneering the “Cannabis as a Service” business model, Final Bell’s
operations span product innovation, vaporization hardware design and manufacture, supply chain management,
facility management, and brand development. Its subsidiary, 14th Round, is the leading cannabis vaporization device
company in the United States and Canada, also providing child-resistant packaging solutions for cannabis vaporizers,
edibles, and related products.
For further information, please contact:
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This press release contains certainforward-looking information about us that is intended to be covered by the safe harbor for "forward-lookingstatements" provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements arestatements that are not historical facts. Words such as "guidance," "expect," "will," "may," "anticipate," "plan,""estimate," "project," "intend," "should," "can," "likely," "could," "outlook" and similar expressions are intended toidentify forward-looking statements. These statements include information about our plans, strategies and prospects.Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefsand expectations of our management and are subject to risk and uncertainties that could cause actual results to differmaterially from those expressed in, or implied or projected by, the forward-looking information and statements.Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannotassure you that the expectations will prove to be correct. Among the factors that could cause actual results to differmaterially from the expectations expressed in the forward-looking statements are the impacts of the overall globaleconomy and increasing interest rates, our ability to effectively integrate and manage companies we acquire, and torealize the anticipated benefits of any such acquisitions, the amount of the financial contribution of our sustainabilityinitiatives, acts of war, riots or terrorism, and the impact of these acts on economic, financial and social conditions inthe United States, as well as our dependence on large, long-term collection, transfer and disposal contracts.Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors,or to assess the impact such risk factors might have on our business. We undertake no obligation to update publiclyany forward-looking statements whether as a result of new information, future events or otherwise, except asrequired by law.
Vancouver, BC, September 4, 2024 – Final Bell Holdings International Ltd. (the "Company" or "Final Bell") is pleased to announce that will provide an additional extension of its ongoing Rights Offering to accommodate additional shareholder commitments. The Company will provide a further brief extension of the expiry date for its Rights Offering until 5:00 p.m. (Toronto time) on September 10, 2024, in order to allow shareholders sufficient time to complete their subscriptions and funding. The Company thanks its shareholders for their overwhelming support and cooperation and is pleased to accommodate and assist them to complete outstanding subscription and funding procedures. The deadline for shareholders that are resident outside of Canada to establish that they are eligible to participate has been extended to September 6, 2024. Complete details of the Rights Offering are set out in the Rights Offering Notice and the Rights Offering Circular which are available under the Company's profile at www.sedarplus.ca.
About Final Bell Holdings International Ltd.
Final Bell operates a highly competitive group of businesses offering end-to-end solutions to leading cannabis brands and licensed operators. Pioneering the "cannabis as a service" business model, Final Bell's services span product development, device and hardware manufacturing, supply chain management, facility management and licensing of leading cannabis brands. Final Bell's subsidiary, 14th Round, is a leading cannabis vaporization device company in the United States and Canada. 14th Round also provides child-resistant packaging solutions for cannabis vaporizers, edibles, and related products.
For further information please contact:
Kiarash Hessami
Director of Business Analytics and IR
604-679-9660
IR@finalbell.com
Vancouver, BC, August 22, 2024 – Final Bell Holdings International Ltd. (the "Company" or "Final Bell") is pleased to announce that, having received overwhelming support of its ongoing Rights Offering, the Company has determined to provide a short extension to the expiry date for its Rights Offering to 5:00 p.m. (Toronto time) on September 5, 2024, in order to allow shareholders sufficient time to fulfill their commitments. Given the Company's international shareholder base, which includes funds and other organizations, certain shareholders have required additional time to confirm their eligibility under the offering and to organize funding within their structures. The Company wishes to accommodate the needs of these participants and use additional time in order to complete technical procedures that will maximize the success of this dual share class Rights Offering. The deadline for shareholders that are resident outside of Canada to establish that they are eligible to participate has been extended to August 30, 2024. Complete details of the Rights Offering are set out in the Rights Offering Notice and the Rights Offering Circular which are available under the Company's profile at www.sedarplus.ca.
About Final Bell Holdings International Ltd.
Final Bell operates a highly competitive group of businesses offering end-to-end solutions to leading cannabis brands and licensed operators. Pioneering the "cannabis as a service" business model, Final Bell's services span product development, device and hardware manufacturing, supply chain management, facility management and licensing of leading cannabis brands. Final Bell's subsidiary, 14th Round, is a leading cannabis vaporization device company in the United States and Canada. 14th Round also provides child-resistant packaging solutions for cannabis vaporizers, edibles, and related products.
For further information please contact:
Kiarash Hessami
Director of Business Analytics and IR
604-679-9660
IR@finalbell.com
Vancouver, BC, August 7, 2024 – Final Bell Holdings International Ltd. (the "Company" or "Final Bell") announced that it has extended the expiry date for its Rights Offering to 5:00 p.m. (Toronto time) on August 26, 2024, in order to allow shareholders additional time to participate. Similarly, the deadline for shareholders that are resident outside of Canada to establish that they are eligible to participate in the Rights Offering has been extended to August 21, 2024. Complete details of the Rights Offering are set out in the Rights Offering Notice and the Rights Offering Circular which are available under the Company's profile at www.sedarplus.ca.
About Final Bell Holdings International Ltd.
Final Bell operates a highly competitive group of businesses offering end-to-end solutions to leading cannabis brands and licensed operators. Pioneering the "cannabis as a service" business model, Final Bell's services span product development, device and hardware manufacturing, supply chain management, facility management and licensing of leading cannabis brands. Final Bell's subsidiary, 14th Round, is a leading cannabis vaporization device company in the United States and Canada. 14th Round also provides child-resistant packaging solutions for cannabis vaporizers, edibles, and related products.
For further information please contact:
Kiarash Hessami
Director of Business Analytics and IR
604-679-9660
IR@finalbell.com
Vancouver, BC, July 22, 2024 – Final Bell Holdings International Ltd. (the "Company" or "Final Bell", "we" and "our") announced that it will be offering rights (the "Offering") to holders of its Class A Subordinate Voting Shares ("Class A Shares") and Class B Proportionate Voting Shares ("Class B Shares") of record at the close of business on July 17, 2024 (the "Record Date"). Each holder (a "Shareholder") of Class A Shares or Class B Shares (collectively the "Shares") will receive one (1) transferable right (each, a "Right") for every Share of the same class held by it as of the Record Date. Each Right will entitle the holder to subscribe for one Share of the same class upon payment of the subscription price of US$0.015 per Class A Share or US$1.50 per Class B Share, as applicable, until 5:00 p.m. (Toronto time) (the "Expiry Time") on August 14, 2024. Assuming the exercise of all Rights, the Offering will raise gross proceeds of up to approximately US$5,100,000.
The Rights will be offered to Shareholders resident in each province and territory of Canada (the "Eligible Jurisdictions") and Shareholders resident elsewhere who have satisfied the requirements of the Company. Accordingly, and subject to the detailed provisions of the right offering circular dated July 22, 2024 (the "Circular"), Rights direct registration system advices ("Rights DRS Advices") will not be mailed to Shareholders resident outside of the Eligible Jurisdictions, unless such Shareholders are able to establish to the satisfaction of the Company, on or before August 2, 2024, that they are eligible to participate in the Offering. Shareholders who fully exercise their Rights will be entitled to subscribe for additional Shares of the applicable class, if available, that were not subscribed for by other holders of Rights prior to the Expiry Time.
The Company understands that certain of its directors and officers who own Shares intend to exercise their Rights under the Offering.
The Company currently has 96,940,780 Class A Shares and 2,433,231 Class B Shares issued and outstanding. If all Rights issued under the Offering are validly exercised, an additional 96,940,780 Class A Shares and 2,433,231 Class B Shares would be issued. The net proceeds from the Offering will be used for funding debt service requirements and professional fees and expenses, working capital and general corporate purposes. The Rights will be transferable but will not trade on any stock exchange.
Complete details of the Offering are set out in the Circular and the rights offering notice (the "Notice"), which are filed under the Company's profile at www.sedarplus.ca. The Notice and accompanying Rights DRS Advices have been mailed to Shareholders in the Eligible Jurisdictions. Registered Shareholders who wish to exercise their Rights must complete and forward the Rights DRS Advice and subscription form, together with applicable funds, to Computershare Investor Services Inc., the custodian and rights agent for the Offering, on or before the Expiry Time. Shareholders who own their Shares through an intermediary, such as a bank, trust corporation, securities dealer or broker, will receive materials and instructions from their intermediary.
Following the Offering, the Company intends to consolidate its issued and outstanding Shares, on the basis of one post-consolidation Share for every ten pre-consolidation Shares. Further information about the consolidation will be provided in a subsequent news release.
Company Update
As part of our ongoing commitment to transparency and shareholder engagement, we are pleased to provide an update on the Company's progress and strategic direction. The Offering announced today is a key step in the execution of our new strategic plan, which was set in motion with the formation of Final Bell Innovations Inc. ("FBI") earlier this year. FBI serves as the cornerstone of the Company's pivot towards becoming an asset-light, multijurisdictional management services and intellectual property licensing leader within the cannabis industry.
We are already witnessing the fruits of this strategic shift, with Final Bell MaaS and Final Bell Brand Co., our two new subsidiaries, driving this new direction. Final Bell MaaS has successfully expanded operations across multiple jurisdictions, while Final Bell Brand Co. has made significant strides with the launch of AnimalTM and the sustained success of DosistTM. These early successes are indicative of the potential of our new business model. Looking ahead, we have a robust pipeline of exciting brands and management agreements that are poised to maintain our growth trajectory. In relation to the previously announced BZAM Ltd. proceedings, we continue to vigorously defend our rights and are optimistic about reaching a resolution that we anticipate will be materially beneficial to the Company and our valued shareholders. We are also on the cusp of unveiling a series of strategic transactions that promise to significantly enhance our market presence and fuel our growth strategy.
On this note, Robert Meyer, CEO of the Company commented: "We are fully confident in the new direction of our company. This rights offering is not just about raising capital; it's a declaration of our belief in the company's future and the strategic plan we have laid out." Echoing this sentiment, Jeremy Green, CEO of FBI, added, "The pace at which we've been able to enact our strategic pivot has been impressive, and a key factor in our success is leveraging DosistTM as a leading brand. Its established market presence and consumer trust have been invaluable as we continue to advance our company's objectives."
We look forward to sharing more updates as we continue to execute on our vision for the Company.
About Final Bell Holdings International Ltd.
Final Bell operates a highly competitive group of businesses offering end-to-end solutions to leading cannabis brands and licensed operators. Pioneering the "cannabis as a service" business model, Final Bell's services span product development, device and hardware manufacturing, supply chain management, facility management and licensing of leading cannabis brands. Final Bell's subsidiary, 14th Round, is a leading cannabis vaporization device company in the United States and Canada. 14th Round also provides child-resistant packaging solutions for cannabis vaporizers, edibles, and related products.
For further information please contact:
Kiarash Hessami
Director of Business Analytics and IR
604-679-9660
IR@finalbell.com
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information regarding: the Offering, the Expiry Time, the potential outstanding Shares after the Offering, the potential use of proceeds, anticipated benefits surrounding our strategic initiatives, including in respect of FBI, and future business plans. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects management's current beliefs and expectations and is based on information currently available to Final Bell and on assumptions Final Bell believes are reasonable. These assumptions include, but are not limited to: the underlying value of the Shares; shareholder acceptance of the Offering; the Company's financial condition remaining constant; and the success of Final Bell's business strategy. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Final Bell to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business uncertainties; general capital market conditions and market prices for securities; the actual results of future operations; changes in legislation, including health or cannabis legislation; the timing and availability of external financing on acceptable terms; sustaining our expected growth trajectory; the continued acceptable and success of our brands and strategic initiatives; and those risks described in the Company's other filings with the securities regulatory authorities which have been filed on the Company's profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive, and should not place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. The Company does not intend, nor undertakes any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except as required by applicable securities law.
