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TORONTO, June 02, 2021 (GLOBE NEWSWIRE) -- The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) (“Flowr” or the “Company”) is pleased to announce that it has entered into an equity distribution agreement (the “Distribution Agreement”) with Cantor Fitzgerald Canada Corporation (the “Agent”) and filed a Prospectus Supplement (as defined hereafter) in respect of the at-the-market equity program (the “ATM Financing”).
The ATM Financing allows the Company to issue and sell up to C$20,000,000 of common shares in the capital of the Company (the “Common Shares”) from treasury to the public, from time to time, through the Agent, at the Company’s discretion and in accordance with the terms and conditions of the Distribution Agreement. All Common Shares issued under the ATM Financing will be sold in transactions that are deemed to be “at-the-market” distributions as defined in National Instrument 44-102 – Shelf Distributions, including sales made directly on the TSX Venture Exchange or any other “marketplace” (as defined in National Instrument 21-101 – Marketplace Operation) in Canada, and/or any other method permitted by applicable law, at the prevailing market price at the time of sale and, as such, prices may vary among purchasers during the period of the ATM Financing.
The ATM Financing is intended to provide the Company with additional financing flexibility should it be required in the future. The volume and timing of distributions under the ATM Financing, if any, will be determined in the Company’s sole discretion and in accordance with the terms and conditions of the Distribution Agreement. Distributions of the Common Shares under the ATM Financing will be made pursuant to the terms and conditions of the Distribution Agreement.
The ATM Financing will be effective until the earlier of the date on which: (i) the issuance and sale of all of the Common Shares issuable pursuant to the ATM Financing have been completed; and (ii) the receipt issued for the Shelf Prospectus (as defined below) ceases to be effective, unless earlier terminated prior to such date by the Company or the Agent in accordance with the terms of the Distribution Agreement. Flowr intends to use the net proceeds from the ATM Financing, if any, for general corporate purposes and working capital needs, including servicing certain of its credit facilities. Although the Company’s senior credit facilities require that net proceeds of equity offerings be used to repay such credit facilities, Flowr expects to receive the requisite consents to use the proceeds from the ATM Financing for other purposes.
The offering of Common Shares under the ATM Financing is qualified by a prospectus supplement dated June 1, 2021 (the “Prospectus Supplement”) to the short form base shelf prospectus dated April 9, 2021 (the “Shelf Prospectus”), which were each filed with the applicable securities regulatory authorities in each province of Canada. The Distribution Agreement, the Prospectus Supplement and the Shelf Prospectus are available on the System for Electronic Document Analysis and Retrieval website at www.sedar.com.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the Common Shares, nor shall there be any sale of the Common Shares in any province, state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
Flowr 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 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:
Chief Executive Officer
INVESTORS & MEDIA:
Chief Financial Officer
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. These forward-looking statements or information relate to, among other things: the issuance, sale and distribution of Common Shares pursuant to the ATM Financing, including the price, volume and timing of any distributions; the intended use of net proceeds from the ATM Financing, if any; and other statements that are not historical facts. 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 amount and timing of any future offerings under the ATM Financing or the Final Shelf Prospectus (and accompanying supplement, including the Prospectus Supplement); 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.