The Flowr Corporation (“
Flowr” or the
“
Company”) (TSXV: FLWR, OTC: FLWPF) is pleased to
announce that today it has entered a securities purchase agreement
with a purchaser pursuant to which the Company has agreed to sell
33,400,000 units (“
Units”) of the Company at a
price of $0.21 per Unit (the “
Issue Price”) for
gross proceeds of $7,014,000 (the “
Offering”). ATB
Capital Markets Inc. (“
ATB”) is acting as
placement agent for the Offering pursuant to a placement agency
agreement dated July 15, 2021 between the Company and ATB.
In addition, the Company intends to complete a
non-brokered private placement of Units for aggregate gross
proceeds of up to $1,000,000 (the “Direct
Placement”).
Each Unit will consist of one common share in
the capital of the Company (a “Common Share”) and
one Common Share purchase warrant (a “Warrant”).
Each Warrant will entitle the holder thereof to acquire one Common
Share (“Warrant Share”) at an
exercise price of $0.26 per Warrant Share at any time for a period
of 42 months following the closing date of the Offering.
The Company intends to use the net proceeds of
the Offering and the Direct Placement for: (i) partial repayment of
outstanding indebtedness; and (ii) general corporate and working
capital purposes.
In connection with the Offering, the Company has
agreed to pay to ATB a placement fee equal to $490,000 and grant
2,000,400 broker warrants (“Broker Warrants”).
Each Broker Warrant will entitle ATB to purchase one Unit at the
Issue Price for a period of thirty-six (36) months from the closing
of the Offering.
The Offering is being conducted on a private
placement basis in the United States pursuant to available
exemptions from the registration requirements under the United
States Securities Act of 1933, as amended, and applicable state
securities laws and OSC Rule 72-503 – Distributions Outside of
Canada. The Direct Placement is being conducted on a private
placement basis in Canada to “accredited investors” pursuant to
National Instrument 45-106 – Prospectus Exemptions and the
securities sold under the Direct Placement will be subject to a
four month hold period.
The proposed Offering and Direct Placement is
expected to close on or about July 20, 2021, subject to the
satisfaction of customary closing conditions and the receipt of
regulatory approvals, including the approval of the TSX Venture
Exchange.
The securities offered in the Offering have not
been and will not be registered under the U.S. Securities Act or
the securities laws of any state of the United States and may not
be offered or sold absent such registration or an applicable
exemption from such registration requirements. 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 the Units in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of that jurisdiction. The securities referenced
herein have not been approved or disapproved by any regulatory
authority.
About The Flowr Corporation
The Flowr Corporation is a Toronto-headquartered
cannabis company with operations in Canada and the European Union.
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 has a license for cannabis cultivation in
Portugal and operates a GMP licensed facility in Portugal. 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:
Darryl BrookerChief Executive Officer
CONTACT INFORMATION:
INVESTORS & MEDIA:John ChouChief Financial
OfficerJohn.chou@flowr.ca
Forward-Looking Information:
Certain statements made in this press release
may constitute “forward-looking information”, “future oriented
financial information” or “financial outlooks” (collectively,
“forward-looking information”) within the meaning
of applicable securities laws. Forward-looking information may
relate to anticipated events or results relating to the Offering
including, but not limited to: the terms, timing, potential
completion and use of Proceeds of the Offering.
Forward-looking information is current as of the
date it is made and is based on reasonable estimates and
assumptions made by us at the relevant time in light of our
experience and perception of historical trends, current conditions
and expected future developments, as well as other factors that we
believe are appropriate and reasonable in the circumstances. To the
extent any forward-looking information in this press release
constitutes “future oriented financial information” or “financial
outlooks”, within the meaning of applicable securities laws, the
purpose of such information being provided is to demonstrate the
potential of the Company and readers are cautioned that this
information may not be appropriate for any other purpose. However,
we do not undertake to update any such forward-looking information
whether as a result of new information, future events or otherwise,
except as required under applicable securities laws in Canada.
There can be no assurance that such estimates and assumptions will
prove to be correct. Many factors could cause our actual results,
level of activity, performance or achievements or future events or
developments to differ materially from those expressed or implied
by the forward-looking information as discussed in the “Risk
Factors” section of the Company’s 2020 Annual Information Form
dated April 28, 2021 (the “AIF”). A copy of the
AIF and the Company’s other publicly filed documents can be
accessed under the Company’s profile on the System for Electronic
Document Analysis and Retrieval (“SEDAR”) at
www.sedar.com. The Company cautions that the list of risk factors
and uncertainties described in the AIF is not exhaustive and other
factors could also adversely affect its results. Readers are urged
to consider the risks, uncertainties and assumptions carefully in
evaluating the forward-looking information and are cautioned not to
place undue reliance on such information.
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