TORONTO – The Flowr Corporation (TSX.V:FLWR) (OTCQB:FLWPF) (the “Company” or “Flowr”) is pleased to announce that it has closed its previously announced short form prospectus offering (the “Offering”) of units of the Company (the “Offered Units”). A total of 10,610,000 Offered Units, consisting of one common share and one half of one common share purchase warrant, have been issued at a price of C$4.10 per Offered Unit, for aggregate gross proceeds of $43,501,000.
Each whole warrant will be exercisable to acquire one common share (a “Warrant Share”) for a period of 24 months following the closing of the Offering at an exercise price of $5.00 per Warrant Share. In the event that the volume weighted average trading price of the common shares for ten (10) consecutive trading days exceeds $6.15, the Company has the right to accelerate the expiry date of the Warrants upon not less than fifteen (15) trading days’ notice, or such longer period as the TSXV Venture Exchange (the “TSXV”) may require. The TSXV has conditionally approved the listing of the Warrants, subject to standard listing conditions. The Warrants were expected to commence trading on or about August 12, 2019.
The Offered Units were sold pursuant to an underwriting agreement with a syndicate of underwriters led by GMP Securities L.P., and included BMO Capital Markets, AltaCorp Capital Inc., Clarus Securities Inc., and Sprott Capital Partners L.P.
The Company has granted the underwriters an option (the “Over Allotment Option”) to purchase up to an additional 1,591,500 Offered Units on the same terms and conditions, exercisable at any time, in whole or in part, for a period of 30 days following the closing of the Offering for over-allotment and market stabilization purposes. In the event the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering will be $50,026,150.
The net proceeds of the Offering are expected to be used to fund, in part, Flowr’s acquisition of the approximately 80% equity interest of Holigen Holdings Limited (“Holigen”) that it does not already own, working capital required for the construction and development of certain of Holigen’s and the Company’s cultivation and production facilities, and for general corporate purposes. In the event that the closing of the acquisition of Holigen does not occur, the net proceeds from the Offering (including any proceeds from the exercise of the Over-Allotment Option) will be used to fund the Company’s working capital, including construction and development of the Company’s facilities and for general corporate purposes.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
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 expects to provide premium-quality cannabis to the adult-use recreational market and the medicinal market.