The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) (“Flowr” or the
“Company”), a Canadian Licensed Producer and global leader in
premium cannabis R&D, innovation, and cultivation, is pleased
to announce that, further to its news release dated April 29, 2019,
it has completed a non-brokered private placement of 2,165,547
common shares at a price of C$6.25 per common share for aggregate
gross proceeds of approximately C$13.5 million (the “Private
Placement”).
All securities issued under the Private
Placement are subject to the customary four-month hold period and
may not be traded before September 11, 2019. In addition, common
shares issued to subscribers in the United States will be subject
to a hold period under the U.S. Securities Act of 1933, as amended
(the "1933 Act") and can only be resold in strict compliance with
the applicable exemptions from the registration requirements of the
1933 Act.
Flowr insiders subscribed for a total of
approximately C$3.6 million or 578,618 common shares.
The net proceeds from the Private Placement will
be used for general working capital purposes and administration
expenditures, including for the funding of construction of certain
operations of Holigen Holdings Limited.
The Private Placement remains subject to the
final acceptance of the TSX Venture Exchange. Flowr intends to file
a material change report with respect to the private placement
within 10 days of the closing.
The common shares have not been and will not be
registered under 1933 Act, or any U.S. state securities laws, and
may not be offered or sold in the United States or to, or for the
account or benefit of, United States persons absent registration or
an applicable exemption from the registration requirements of the
1933 Act and applicable U.S. state securities laws. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy securities in the United States, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
In addition, Flowr also announced today that the
Board has approved the granting of an aggregate of 60,000 incentive
stock options (the “Options”) to certain directors of the Company.
The Options are exercisable at a price of C$5.70 per share for a
period of five years. The Options will vest as to thirty-three and
one-third percent (33⅓%) on each anniversary of the date of the
appointment to the Board of the applicable director.
Release of First Quarter 2019
Results
Flowr also announced today that it will release
its first quarter 2019 results before the opening of the financial
markets on Friday, May 17, 2019. The Company will also host a
conference call and webcast to review these results at 8:30 a.m.
Eastern Time. A question-and-answer session will follow.
Toll Free: 1-877-705-6003Toll/International:
1-201-493-6725Webcast: flowr.ca/investors
A telephonic replay of the call will be
available later that same day beginning at 11:30 a.m. Eastern Time
through midnight on Friday, May 31, 2019. To listen to the archived
call, dial Toll Free 1-844-512-2921 or Toll/International
1-412-317-6671 and enter replay pin number 13690749, or access the
webcast replay via Flowr’s website.
About The Flowr Corporation
Flowr, through its subsidiaries, holds a
cannabis production and sales license 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’s investment in
research and development along with its sense of craftsmanship and
a spirit of innovation is expected to enable it to provide
premium-quality cannabis that appeals to the adult-use recreational
market and addresses specific patient needs in the medicinal
market.
For more information, visit flowr.ca. Follow
Flowr on Twitter: @FlowrCanada; Facebook: Flowr Canada; Instagram:
@flowrcanada; and LinkedIn: The Flowr Corporation.
On behalf of The Flowr Corporation:Vinay
ToliaCEO and Director
Forward-Looking Information
This press release includes forward-looking
information within the meaning of Canadian securities laws
regarding Flowr and its business, which may include, but are not
limited to: statements with respect to the release date of Flowr's
financial results, the Private Placement, including the receipt of
final approval from the TSX Venture Exchange, Flowr’s intention to
file a material change report, the use of proceeds from the Private
Placement, Flowr’s investment in research and development along
with its sense of craftsmanship and a spirit of innovation enabling
it to provide premium-quality cannabis that appeals to the
adult-use recreational market and address specific patient needs in
the medicinal market and other factors. 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 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 these 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 associated with a delay in
releasing Flowr’s financial statements (which could result in a
violation of applicable laws), Flowr not receiving TSX
Venture Exchange final approval for the Private Placement, which
could impact the ability of Flowr to close the Private Placement or
require Flowr to amend the terms of the Private Placement, Flowr
failing to file a material change report within 10 days of closing,
Flowr not using the proceeds of the Private Placement as described
herein, or the use of the proceeds not advancing Flowr’s or
Holigen’s business, Flowr not being able to sustain its competitive
advantage in cultivation and being unable to remain at the
forefront of industry innovation, whether as a result of failed
construction of the facilities or otherwise, Flowr not being able
to meet demand or fulfill purchase orders, which could materially
impact revenues and its relationships with purchasers, Flowr
requiring additional financing from time to time in order to
continue its operations and such financing may not be available
when needed or on terms and conditions acceptable to the Company,
new laws or regulations adversely affecting the Company’s business
and results of operations, results of operation activities and
development of projects, project cost overruns or unanticipated
costs and expenses, the inability of Flowr’s products to be high
quality, the inability of Flowr’s products to appeal to the
adult-use recreational market and address specific patient needs in
the medicinal market, the inability of Flowr to produce and
distribute premium, high quality products, the inability to supply
products or any delay in such supply, Flowr’s securities, the
inability to generate cash flows, revenues and/or stable margins,
the inability to grow organically, risks associated with the
geographic markets in which Flowr operates and/or distributes its
products, risks associated with fluctuations in exchange rates
(including, without limitation, fluctuations in currencies), risks
associated with the use of Flowr’s products to treat certain
conditions, the cannabis industry and the regulation thereof, the
failure to comply with applicable laws, risks relating to
partnership arrangements, possible failure to realize the
anticipated benefits of partnership arrangements, product launches
(including, without limitation, unsuccessful product launches), the
inability to launch products, the failure to obtain regulatory
approvals, economic factors, market conditions, risks associated
with the acquisition and/or launch of products, the equity and debt
markets generally, risks associated with growth and competition
(including, without limitation, with respect to Flowr’s products),
general economic and stock market conditions, 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, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended. No forward-looking information can be
guaranteed. Except as required by applicable securities laws,
forward-looking information speaks only as of the date on which it
is made and Flowr undertakes no obligation to publicly update or
revise any forward-looking information, whether as a result of new
information, future events, or otherwise.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this press release.
CONTACT INFORMATION:
MEDIA: Sean GriffinVice President, Communications & Public
Relations(877) 356-9726 ext. 1526sean.griffin@flowr.ca
INVESTORS:Thierry ElmalehHead of Capital Markets(877) 356-9726
ext. 1520thierry@flowr.ca
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