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FLWR - Flowr News Story

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Last Trade - 13/04/21

Small Cap
Market Cap £60.9m
Enterprise Value £113.0m
Revenue £3.46m
Position in Universe 848th / 2712

The Flowr Corporation Announces $10 Million Bought Deal Public Offering

Wed 10th February, 2021 9:31pm
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TORONTO, Feb. 10, 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 agreement with Cantor Fitzgerald Canada Corporation as
sole bookrunner and lead underwriter (the “Lead Underwriter”) pursuant to
which the Lead Underwriter has agreed, on behalf of a syndicate of
underwriters (collectively, the “Underwriters”), to purchase, on a bought
deal basis pursuant to the filing of a short form prospectus, an aggregate of
19,610,000 units of the Company (the “Units”) at a price of $0.51 per Unit
(the “Issue Price”) for aggregate gross proceeds to the Company of
$10,001,100 (the “Offering”).

Each Unit shall consist of one common share in the capital of Flowr (each a
“Common Share”) and one full Common Share purchase warrant of the Company
(each whole warrant, a “Warrant”). Each Warrant shall be exercisable to
acquire one Common Share at an exercise price of $0.64 per Common Share for a
period of 2 years from the closing of the Offering.

The Company has granted the Underwriters an option (the “Over-Allotment
Option”) to purchase up to an additional 2,941,500 Units at the Issue Price,
exercisable at any time, for a period of 30 days after and including the
Closing Date, which would result in additional proceeds of $1,500,165
Over-Allotment Option is exercisable to acquire Units, Common Shares, and/or
Warrants (or any combination thereof) at the discretion of the Lead

The Underwriters are to be paid a cash commission equal to 7.0% of the gross
proceeds of the Offering and to receive Unit purchase warrants of the Company
(the “Underwriters’ Warrants”) equal to 6.0% of the number of Units sold
under the Offering, with each Underwriters’ Warrant being exercisable to
acquire one common share at the Issue Price for a period of 24 months from the
closing of the Offering.

The Units will be offered by way of a short form prospectus to be filed in all
provinces of Canada except Quebec. The Offering is expected to close on or
about March 4 , 2021 (the “Closing Date”), and is subject to certain
conditions including, but not limited to, the receipt of all necessary
regulatory and stock exchange approvals, including the approval of the TSX
Venture Exchange and the applicable securities regulatory authorities. The
Company will use best efforts to obtain the necessary approvals to list the
Common Shares and the Warrant Shares on the TSX Venture Exchange.

The net proceeds of the Offering will be used for general working capital.

This news release does not constitute an offer to sell or a solicitation of an
offer to sell any of the securities in the United States. The securities have
not been and will not be registered under the U.S. Securities Act of 1933 (the
“U.S. Securities Act”) or any state securities laws and may not be offered
or sold within the United States or to U.S. Persons (as defined in Regulation
S under the U.S. Securities Act) unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from such
registration is available.

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 Holdings Limited, which
indirectly has a license for medical 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

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
President and Interim Chief Executive Officer


Thierry Elmaleh
Head of Capital Markets
(877) 356-9726 ext. 1528

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. 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

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.


GlobeNewswire, Inc. 2021
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