Flora Growth Corp. (NasdaqCM:FLGC) agreed to acquire TruHC Pharma GmbH for $6.4 million on April 1, 2024. Flora Growth Corp.

(NasdaqCM:FLGC) entered into agreement to acquire TruHC Pharma GmbH on April 16, 2024. Under the Agreement, Flora will issue to Seller 2,770,562 common shares with an aggregate deemed purchase price of $6,400,000. The Consideration Shares will be issued in two steps, the first will be completed following the execution of a definitive agreement whereby Flora will issue common shares representing 19.99% of the issued and outstanding common shares of Flora at a deemed price per share of $2.31, being the closing Flora share price on the Nasdaq Capital Market on the day prior to signing the Agreement.

The second step will be completed following shareholder approval for the issuance of the remaining Consideration Shares. The transaction is subject to execution of the Definitive Agreement, each of the representations, warranties and covenants, no material adverse change in the business or operations of the TruHC Pharma, to obtain all consents required under any material agreements to which the Company or Flora Growth are parties, the approval of the Transaction by the shareholders of Flora Growth, no material adverse change in the business or operations of the Company or Flora Growth from the date of execution of this Letter Agreement until the Second Closing of the Transaction; and obtaining all necessary approvals of regulatory, stock exchange and securities authorities and commissions and compliance with requirements of applicable securities laws. As of April 22, 2024, Flora Growth completed the first closing of acquisition of TruHC Pharma GmbH in exchange for a total of 2,770,562 common shares to Ronald D. Schmeichel, James G. Eaton and Donald Schmeichel.

Upon the second closing, Flora Growth will issue 635,363 of its common shares registered in the name of the Seller, or as the Seller may direct, after receiving shareholder approval for such issuance in accordance with the rules of the Nasdaq Stock Market at its next special or annual general meeting of shareholders. Davidson & Company acted as accountant and Miller Thomson LLP acted as legal advisor to Flora Growth.