The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF)
(“
Flowr” or the “
Company”) is
pleased to announce that further to its previously announced
offering (the “
Offering”), it has filed a final
short form prospectus (the “
Prospectus”) with the
securities commissions or similar authorities in each province of
Canada, other than Québec. Pursuant to the underwriting agreement
among Cantor Fitzgerald Canada Corporation, as sole bookrunner and
lead underwriter (the “
Lead Underwriter”), ATB
Capital Markets Inc., Canaccord Genuity Corp. and Echelon Wealth
Partners Inc. (collectively with the Lead Underwriter, the
“
Underwriters”), the Underwriters have agreed to
purchase, on a bought deal basis, 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.
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
Date (defined hereafter).
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 Date.
The Offering is expected to close on or about
March 16, 2021 (the “Closing Date”), and is
subject to certain conditions including, but not limited to, the
receipt of all necessary approvals. 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 corporate purposes.
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.
The Prospectus containing important information
relating to these securities has been filed with securities
commissions or similar authorities in each province of Canada,
other than Québec and may be subject to amendment. A copy of the
Prospectus can be obtained under the Company’s corporate profile on
SEDAR at www.sedar.com.
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 Hossu, Chief Financial
OfficerIrina.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.
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