The Flowr Corporation (TSX.V:FLWR) (OTCQB:FLWPF) (the “Company” or
“Flowr”) is pleased to announce that it has closed its previously
announced short form prospectus offering (the "Offering") of units
of the Company (the "Offered Units"). A total of 10,610,000
Offered Units, consisting of one common share and one half of one
common share purchase warrant, have been issued at a price of
C$4.10 per Offered Unit, for aggregate gross proceeds of
$43,501,000.
Each whole warrant will be exercisable to
acquire one common share (a “Warrant Share”) for a period of 24
months following the closing of the Offering 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 has the right to accelerate
the expiry date of the Warrants upon not less than fifteen (15)
trading days’ notice, or such longer period as the TSXV Venture
Exchange (the “TSXV”) may require. The TSXV has conditionally
approved the listing of the Warrants, subject to standard listing
conditions. The Warrants are expected to commence trading on or
about August 12, 2019.
The Offered Units were sold pursuant to an
underwriting agreement with a syndicate of underwriters led by GMP
Securities L.P., and included BMO Capital Markets, AltaCorp Capital
Inc., Clarus Securities Inc., and Sprott Capital Partners
L.P.
The Company has granted the underwriters an
option (the “Over Allotment Option”) to purchase up to an
additional 1,591,500 Offered Units on the same terms and
conditions, exercisable at any time, in whole or in part, for a
period of 30 days following the closing of the Offering for
over-allotment and market stabilization purposes. In the event the
Over-Allotment Option is exercised in full, the aggregate gross
proceeds of the Offering will be $50,026,150.
The net proceeds of the Offering are expected to
be used to fund, in part, Flowr’s acquisition of the approximately
80% equity interest of Holigen Holdings Limited (“Holigen”) 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. In the event that the closing of the acquisition of
Holigen does not occur, the net proceeds from the Offering
(including any proceeds from the exercise of the Over-Allotment
Option) will be used to fund the Company’s working capital,
including construction and development of the Company’s facilities
and for general corporate purposes.
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
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, which
may include but is not limited to: Flowr’s use of the net proceeds
from the Offering; Flowr’s business, production and products and
Flowr’s plans to provide premium quality cannabis to adult use
recreational and medical markets. 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 acquisition of Holigen; 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 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; 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. 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.
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