The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) (“Flowr” or the
“Company”) announced today that it has commenced an underwritten
public offering of common shares for approximately C$125,000,000
(the “Offering”). As part of the Offering, the Company expects to
grant the underwriters an option to purchase an additional 15% of
the number of common shares sold in the Offering at the offering
price for 30 days following closing.
The Offering is expected to be priced in the
context of the market, with the final terms of the Offering to be
determined at the time of pricing. The common shares are expected
to be listed on the TSX Venture Exchange (the “TSX.V”) and the
NASDAQ Capital Market (the “NASDAQ”).
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 Holigen’s and the Company’s cultivation and
production facilities, and for general corporate purposes.
Barclays, BMO Capital Markets and Credit Suisse,
as representatives for the underwriters, are acting as joint
book-runners in connection with the Offering.
The Company filed today a preliminary short form
base PREP prospectus (the “Preliminary Prospectus”) in connection
with the Offering. The Preliminary Prospectus was filed with the
securities commissions in each of the provinces of Canada, except
Québec. The Preliminary Prospectus was also filed with the United
States Securities and Exchange Commission (the “SEC”) as part of a
registration statement on Form F-10, in accordance with the
Multijurisdictional Disclosure System established between Canada
and the United States. The registration statement has not yet
become effective and the common shares may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective.
The Preliminary Prospectus contains important
detailed information about the Offering. The Preliminary Prospectus
can be found under the Company’s profile on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov. Copies of the Preliminary Prospectus
may also be obtained from Barclays, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or via
telephone: (888) 603-5847, or via email:
Barclaysprospectus@broadridge.com; BMO Capital Markets, Brampton
Distribution Centre C/O The Data Group of Companies, 9195 Torbram
Road, Brampton, Ontario, L6S 6H2 or by telephone at (905) 791-3151
Ext 4312 or by email at torbramwarehouse@datagroup.ca, and in the
United States, by contacting BMO Capital Markets Corp., Attn:
Equity Syndicate Department, 3 Times Square, 25th Floor, New York,
NY 10036 (Attn: Equity Syndicate), or by telephone at (800)
414-3627 or by email at bmoprospectus@bmo.com; and Credit Suisse by
contacting Credit Suisse Securities (Canada), Inc., 1 First
Canadian Place, Suite 2900, Toronto ON M5X 1C9, Attention: Maridel
Greenwood, Phone 416-352-4520, Email
maridel.greenwood@credit-suisse.com and in the United States, by
contacting Credit Suisse Securities (USA) LLC, By mail: Attn:
Prospectus Department, Eleven Madison Avenue, 3rd floor, New York,
NY 10010, By phone: 1-800-221-1037, By e-mail:
usa.prospectus@credit-suisse.com. Prospective investors should read
the Preliminary Prospectus and the other documents the Company has
filed before making an investment decision.
This news release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any province, state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such province, state or jurisdiction.
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 expects to
provide premium-quality cannabis to the adult-use recreational
market and the medicinal market.
On behalf of The Flowr Corporation: Vinay
ToliaCEO and Director
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
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 and NASDAQ; 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
and/or NASDAQ 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) nor the NASDAQ accepts responsibility for the
adequacy or accuracy of this release.
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