The Flowr Corporation Announces Private Placement

TORONTO, Jan. 22, 2021 (GLOBE NEWSWIRE) -- The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) ("Flowr" or the "Company") announces that it intends to complete a non-brokered private placement of common shares of Flowr ("Common Shares") for gross proceeds of up to $1,000,000 (the "Offering") led by certain directors, officers and insiders. Pursuant to the Offering, the Common Shares will be issued at a price of $0.30 per Common Share. The Company expects to use the proceeds of the Offering for general working capital purposes.

In addition, in connection with the Company's previously announced acquisition (the "Acquisition") of Terrace Global Inc. ("Terrace"), the Company proposes to satisfy its obligation to make change of control payments to certain former directors and officers of Terrace by issuing Common Shares, which will result in Flowr issuing an aggregate of 276,569 Common Shares to such former directors and officers of Terrace at a deemed price of $0.44 per Common Share (the "Change of Control Payment"). The Company also proposes to pay a portion of the fees owed to Terrace's financial advisor in respect of the Arrangement, Hyperion Nesbitt Burns Inc. ("Hyperion"), by issuing an aggregate of 467,681 Common Shares to Hyperion at a deemed price of $0.44 per Common Share (the "Hyperion Payment").

Each of the Offering, the Change of Control Payment and the Hyperion Payment is subject to approval of the TSX Venture Exchange.

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, which has a license for 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 Emanuel
Interim CEO

CONTACT INFORMATION:

INVESTORS & MEDIA:
Thierry Elmaleh
Head of Capital Markets
(877) 356-9726 ext. 1528
[email protected]

Forward-Looking Information and Statements

This press release contains "forward-looking information" within the meaning of Canadian securities laws, which may include but is not limited to: the completion of the Offering; the aggregate gross proceeds of the Offering and the intended use thereof; the issuance of Common Shares for the Change of Control Payment and Hyperion Payment; and receipt of approval from the TSXV for the Offering, Change of Control Payment and Hyperion Payment. 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.