The Flowr Corporation Announces Closing of Non-Brokered Offering of Securities


THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

TORONTO, July 27, 2021 (GLOBE NEWSWIRE) — The Flowr Corporation (“

Flowr

” or the “

Company

”) (TSXV: FLWR, OTC: FLWPF) is pleased to announce that today it has closed its previously announced non-brokered private placement offering for 2,619,047 units (“

Units

”) of the Company at a price of $0.21 per Unit (the “

Issue Price

”) for gross proceeds of approximately $550,000 (the “

Offering

”).

Each Unit consists of one common share in the capital of the Company (a “

Common Share

”) and one Common Share purchase warrant (a “

Warrant

”). Each Warrant entitles the holder thereof to acquire one Common Share (“

Warrant


Share

”) at an exercise price of $0.26 per Warrant Share at any time until January 27, 2025.

The Company intends to use the net proceeds of the Offering for: (i) partial repayment of outstanding indebtedness; and (ii) general corporate and working capital purposes.

The Offering is being conducted on a non-brokered 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


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 Brooker


Chief Executive Officer


CONTACT INFORMATION:

INVESTORS & MEDIA:


John Chou


Chief Financial Officer


[email protected]


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 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.



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