The Flowr Corporation Announces 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 15, 2021 (GLOBE NEWSWIRE) — The Flowr Corporation (“Flowr” or the “Company”) (TSXV: FLWR, OTC: FLWPF) is pleased to announce that today it has entered a securities purchase agreement with a purchaser pursuant to which the Company has agreed to sell 33,400,000 units (“Units”) of the Company at a price of $0.21 per Unit (the “Issue Price”) for gross proceeds of $7,014,000 (the “Offering”). ATB Capital Markets Inc. (“ATB”) is acting as placement agent for the Offering pursuant to a placement agency agreement dated July 15, 2021 between the Company and ATB.

In addition, the Company intends to complete a non-brokered private placement of Units for aggregate gross proceeds of up to $1,000,000 (the “Direct Placement”).

Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share (“Warrant Share”) at an exercise price of $0.26 per Warrant Share at any time for a period of 42 months following the closing date of the Offering.

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

In connection with the Offering, the Company has agreed to pay to ATB a placement fee equal to $490,000 and grant 2,000,400 broker warrants (“Broker Warrants”). Each Broker Warrant will entitle ATB to purchase one Unit at the Issue Price for a period of thirty-six (36) months from the closing of the Offering.

The Offering is being conducted on a 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 Direct Placement is being conducted on a private placement basis in Canada to “accredited investors” pursuant to National Instrument 45-106 – Prospectus Exemptions and the securities sold under the Direct Placement will be subject to a four month hold period.

The proposed Offering and Direct Placement is expected to close on or about July 20, 2021, subject to the satisfaction of customary closing conditions and the receipt of regulatory approvals, including the approval of the TSX Venture Exchange.

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 terms, timing, potential completion and 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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