TORONTO, Feb. 10, 2021 (GLOBE NEWSWIRE) — The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) (“Flowr” or the “Company”) is pleased to announce that it has entered into an agreement with Cantor Fitzgerald Canada Corporation as sole bookrunner and lead underwriter (the “Lead Underwriter”) pursuant to which the Lead Underwriter has agreed, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 19,610,000 units of the Company (the “Units”) at a price of $0.51 per Unit (the “Issue Price”) for aggregate gross proceeds to the Company of $10,001,100 (the “Offering”).
Each Unit shall consist of one common share in the capital of Flowr (each a “Common Share”) and one full Common Share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant shall be exercisable to acquire one Common Share at an exercise price of $0.64 per Common Share for a period of 2 years from the closing of the Offering.
The Company has granted the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 2,941,500 Units at the Issue Price, exercisable at any time, for a period of 30 days after and including the Closing Date, which would result in additional proceeds of $1,500,165 Over-Allotment Option is exercisable to acquire Units, Common Shares, and/or Warrants (or any combination thereof) at the discretion of the Lead Underwriter.
The Underwriters are to be paid a cash commission equal to 7.0% of the gross proceeds of the Offering and to receive Unit purchase warrants of the Company (the “Underwriters’ Warrants”) equal to 6.0% of the number of Units sold under the Offering, with each Underwriters’ Warrant being exercisable to acquire one common share at the Issue Price for a period of 24 months from the closing of the Offering.
The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada except Quebec. The Offering is expected to close on or about March 4 , 2021 (the “Closing Date”), and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities. The Company will use best efforts to obtain the necessary approvals to list the Common Shares and the Warrant Shares on the TSX Venture Exchange.
The net proceeds of the Offering will be used for general working capital.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About The Flowr Corporation
The Flowr Corporation is a Toronto-headquartered cannabis company with operations in Canada, Europe, and Australia. Its Canadian operating campus, located in Kelowna, BC, includes a purpose-built, GMP-designed indoor cultivation facility; an outdoor and greenhouse cultivation site; and a state-of-the-art R&D facility. From this campus, Flowr produces recreational and medicinal products. Internationally, Flowr intends to service the global medical cannabis market through its subsidiary Holigen Holdings Limited, which indirectly has a license for medical cannabis cultivation in Portugal and operates GMP licensed facilities in both Portugal and Australia. In 2020, Flowr’s BC Pink Kush was recognized as the top indica strain in Canada by kind magazine.
Flowr aims to support improving outcomes through responsible cannabis use and, as an established expert in cannabis cultivation, strives to be the brand of choice for consumers and patients seeking the highest-quality craftsmanship and product consistency across a portfolio of differentiated cannabis products.
For more information, please visit flowrcorp.com or follow Flowr on Twitter: @FlowrCanada and LinkedIn: The Flowr Corporation.
On behalf of The Flowr Corporation:
President and Interim Chief Executive Officer
INVESTORS & MEDIA:
Head of Capital Markets
(877) 356-9726 ext. 1528
Forward-Looking Information and Statements
This press release contains “forward-looking information” within the meaning of Canadian securities laws. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such information and statements are based on the current expectations of Flowr’s management and are based on assumptions and subject to risks and uncertainties. Although Flowr’s management believes that the assumptions underlying such information and statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting Flowr, including risks relating to: general economic and stock market conditions; adverse industry events; loss of markets; future legislative and regulatory developments in Canada and elsewhere; the cannabis industry in Canada generally; the ability of Flowr to implement its business strategies; Flowr’s inability to produce or sell premium quality cannabis, risks and uncertainties detailed from time to time in Flowr’s filings with the Canadian Securities Administrators; the Company’s inability to raise capital or have the liquidity to operate or advance its strategic initiatives and many other factors beyond the control of Flowr.
Although Flowr has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information or statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking information or statement can be guaranteed. Except as required by applicable securities laws, forward-looking information and statements speak only as of the date on which they are made and Flowr undertakes no obligation to publicly update or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise. When considering such forward-looking information and statements, readers should keep in mind the risk factors and other cautionary statements in Flowr’s Annual Information Form dated April 29, 2020 (the “AIF”) and filed with the applicable securities regulatory authorities in Canada. The risk factors and other factors noted in the AIF could cause actual events or results to differ materially from those described in any forward-looking information or statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.