/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR
DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
TORONTO, July 22, 2019 /CNW/ - The Flowr Corporation
(TSX.V:FLWR) (OTCQB:FLWPF) (the "Company" or "Flowr") announced
today that it has entered into an agreement with a syndicate of
underwriters led by GMP Securities L.P. (the "Lead Underwriter"
and, collectively with the syndicate, the "Underwriters"), pursuant
to which the Underwriters have agreed to purchase, on a bought deal
basis pursuant to the filing of a short form prospectus, an
aggregate of 10,610,000 units (the "Units") of the Company at
a price of $4.10 per Unit (the
"Offering Price") for aggregate gross proceeds to Flowr of
$43,501,000 (the "Offering").
Each Unit will be comprised of one common share of the Company
(a "Common Share") and one-half of one Common Share purchase
warrant (each whole Common Share purchase warrant, a "Warrant").
Each Warrant will be exercisable to acquire one Common Share (a
"Warrant Share") for a period of 24 months following the closing of
the Offering (the "Closing") at an exercise price of $5.00 per Warrant Share. In the event that
the volume weighted average trading price of the Common Shares for
ten (10) consecutive trading days exceeds $6.15, the Company shall have the right to
accelerate the expiry date of the Warrants upon not less than
fifteen (15) trading days' notice.
The Company has agreed to grant the Underwriters an
over-allotment option to purchase up to an additional 1,591,500
Units at the Offering Price, exercisable in whole or in part, at
any time, and from time to time, on or prior to the date that is 30
days following the Closing. If this option is exercised in
full for additional Units, an additional $6,525,150 in gross proceeds will be raised
pursuant to the Offering and the aggregate gross proceeds of the
Offering will be $50,026,150.
The Units will be offered by way of a short form prospectus to
be filed in all provinces of Canada (except Quebec). The Company intends to use the net
proceeds from the Offering to fund, in part, its acquisition of the
approximately 80% equity interest of Holigen Holdings Limited that
it does not already own, working capital required for the
construction and development of certain of Holigen's and the
Company's cultivation and production facilities, and for general
corporate purposes. The Offering is expected to close on
August 8, 2019 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 securities being offered have not been, nor will they be,
registered under the United States
Securities Act of 1933, as amended, and may not be offered
or sold in the United States or
to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.
About The Flowr Corporation
Flowr, through its subsidiaries, holds cannabis production and
sales licenses granted by Health Canada. With a head office in
Toronto and a production facility
in Kelowna, BC, Flowr builds and
operates large-scale, GMP-designed cultivation facilities utilizing
its own growing systems. Flowr expects to provide premium-quality
cannabis to the adult-use recreational market and the medicinal
market.
On behalf of The Flowr Corporation
Vinay Tolia
CEO and Director
Forward-Looking Information and Statements
This press release contains "forward-looking information" within
the meaning of Canadian Securities laws and "forward-looking
statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and other applicable
United States safe harbor laws,
which may include, but are not limited to: Flowr's plans to
consummate the Offering, the size of the Offering, the completion
of the Offering; the over-allotment option granted to the
underwriters in connection with the Offering; the pricing and final
terms of the Offering; listing of the common shares on the TSX.V;
Flowr's use of the net proceeds from the Offering; and Flowr's
business, production and products. 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: the failure to complete the Offering; the failure to obtain
TSX.V approval; the failure to complete the acquisition of Holigen
as described herein; the construction and development of Holigen's
and the Company's cultivation and production facilities; general
economic and stock market conditions; adverse industry events; loss
of markets; future legislative and regulatory developments in
Canada, the United States and elsewhere; the cannabis
industry in Canada generally; the
ability of Flowr to implement its business strategies; risks and
uncertainties detailed from time to time in Flowr's filings with
the Canadian Securities Administrators; 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 3, 2019 (the "AIF") and filed with the
applicable securities regulatory authorities in Canada and the
United States. 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.
SOURCE The Flowr Corporation