The Flowr Corporation Completes the Acquisition of Holigen
August 20 2019 - 5:55PM
The Flowr Corporation (TSXV: FLWR; OTC: FLWPF) (“Flowr” or the
“Company”) is pleased to announce the completion of the acquisition
of the remaining 80.2% interest in Holigen Holdings Limited
(“Holigen”) by way of a share purchase agreement, as previously
announced on June 24, 2019 (the “Acquisition”).
“We are excited to complete the acquisition of
Holigen and thereby add operations in Portugal and Australia to our
existing Canadian platform. The combination of our extensive
cannabis cultivation know-how and Holigen’s extensive
pharmaceutical experience has the potential to create tremendous
value. With an expected annual capacity of 500,000 kilograms,
the Aljustrel cultivation asset in Portugal should allow us to be a
significant producer in the global medical cannabis and active
pharmaceutical ingredient (API) markets, initially in Europe and
Australia-Asia,” said Vinay Tolia, Flowr’s Chief Executive Officer.
“We continue to see the cannabis market bifurcating into premium,
superior quality adult use products, where legal, and a global
medical opportunity that will require massive production scale and
deep GMP expertise. With the completion of this acquisition,
the subsequent ramp-up of production at Aljustrel, and the
continued buildout of our campus in Kelowna, Flowr is strategically
positioned to service the global cannabis market from an efficient
footprint.”
Total consideration for the Acquisition
included:
- Cash consideration of CAD $6,299,423.76;
- Issuance of 32,632,545 Series 1 Voting Convertible Redeemable
Preferred shares (“Consideration Shares”) of the Company. The
Consideration Shares shall convert into common shares of the
Company (“Common Shares”), on a 1:1 basis, subject to the following
milestones:
- 10% of the Consideration Shares were automatically converted
into Common Shares immediately after issuance on Closing;
- 40% of the Consideration Shares will automatically convert into
Common Shares six (6) months from the Closing; and
- The remaining 50% of the Consideration Shares will convert into
Common Shares when and if Holigen achieves certain milestones
related to the lodging of product applications and achieving
certain planting targets in Australia and Portugal;
- The purchase of certain loans up to a maximum amount of CAD
$365,188.73; and
- Flowr has also agreed to pay the aggregate amount of
€1,378,106.53 to certain of Holigen’s creditors.
Except as provided by law, the holders of
Consideration Shares are entitled to vote with the holders of
outstanding Common Shares and in any such vote, each Consideration
Share shall be entitled to a number of votes equal to the number of
Common Shares into which such Consideration Share is
convertible.
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’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
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. 1528thierry@flowr.ca
Forward-Looking Information
This press release includes forward-looking
information within the meaning of Canadian securities laws
regarding Flowr, Holigen and their respective businesses, which may
include, but are not limited to: Flowr building its global medical
platform; the combination of Flowr’s extensive cultivation know-how
and Holigen’s extensive pharmaceutical experience potentially
creating tremendous value; the capacity of the Aljustrel site, the
scale of the Aljustrel cultivation asset allowing Flowr to be a
significant producer in the global medical cannabis and API market;
the cannabis market bifurcating into premium, superior quality
adult use market and global medical opportunity that will require
massive production scale and deep GMP expertise; ramping-up
production at Aljustrel and continuing to buildout the campus in
Kelowna; Flowr being strategically positioned to service the global
cannabis market; the conversion of Consideration Shares into Common
Shares and other statements about the Acquisition and matters
ancillary thereto; the business, production and products of Flowr;
and 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.
Often, but not always, forward-looking
information can be identified by the use of words such as
“potential”, “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 relating to Flowr being unable to
build a global medical platform; the combination of Flowr’s
cultivation know-how and Holigen’s pharmaceutical experience not
creating value; the Aljustrel cultivation asset not allowing Flowr
to be a significant producer in the global medical cannabis and API
market; the cannabis market not bifurcating in the manner Flowr
anticipates and/or not requiring the anticipated production scale
and GMP expertise; Flowr being unable to ramp-up production at
Aljustrel and/or continue the buildout of its campus in Kelowna;
the Aljustrel site not producing the expected capacity described
herein, which could materially impact Flowr’s financial results and
the value of Holigen; Flowr being unable to service the global
cannabis market; risks relating to the use of Flowr’s or Holigen’s
products; risks relating to the markets in which Flowr and Holigen
operate and/or distribute their respective products; possible
failure to realize the anticipated benefits of the transaction
described herein; risks associated with operating in the markets in
which Flowr and Holigen operate; the failure to receive licenses
and/or construct Flowr’s and/or Holigen’s facilities and sites,
Holigen’s license and/or product applications being delayed or not
completed; general economic and stock market conditions; risks and
uncertainties detailed from time to time in Flowr’s filings with
the Canadian Securities Administrators; the inability of Flowr’s
products to appeal to the adult-use recreational market and address
specific patient needs in the medicinal market; 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.
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