The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF)
(“
Flowr” or the “
Company”) is
pleased to announce that it has agreed to increase the size of its
previously announced bought deal public financing led by Cantor
Fitzgerald Canada Corporation as sole bookrunner and lead
underwriter (the “
Lead Underwriter”). The Lead
Underwriter has agreed, on behalf of a syndicate of underwriters
comprised of ATB Capital Markets Inc., Canaccord Genuity Corp. and
Echelon Wealth Partners Inc. (collectively with the Lead
Underwriter, the “
Underwriters”), to purchase, on
a bought deal basis pursuant to the filing of a short form
prospectus, an aggregate of 30,000,000 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 $15,300,000 (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 4,500,000 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
$2,295,000. The 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:Lance
EmanuelPresident and Interim Chief Executive Officer
CONTACT INFORMATION:
INVESTORS & MEDIA:Irina HossuChief Financial Officer(877)
356-9726 irina.hossu@flowr.ca
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.
The Flowr (TSXV:FLWR)
Historical Stock Chart
From Mar 2024 to Apr 2024
The Flowr (TSXV:FLWR)
Historical Stock Chart
From Apr 2023 to Apr 2024