The Flowr Corporation (TSXV:FLWR, OTC:FLWPF) (“Flowr” or the “Company”) has decided, at this time, to withdraw its previously announced public offering (the “Offering”) as set forth in the (final) short form base PREP prospectus filed on July 18, 2019, with the securities regulatory authorities in each of the provinces of Canada except Quebec (the “Prospectus”).
The Company is not proceeding with the Offering due to prevailing market conditions, which were not conducive to the completion of the Offering on terms that would be in the best interest of Flowr’s current shareholders. Flowr will continue to monitor market conditions as it evaluates options to drive long-term growth.
The Prospectus was also filed in the United States with the United States Securities and Exchange Commission as part of a registration statement on Form F-10 (the “Form F-10”), in accordance with the Multijurisdictional Disclosure System established between Canada and the United States. No securities have been sold in connection with the Offering pursuant to the Form F-10. The Company is also assessing the timing of its Nasdaq listing, as a result of the current market conditions.
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.
On behalf of The Flowr Corporation:
CEO and Director
Vice President, Communications & Public Relations
(877) 356-9726 ext. 1526
Head of Capital Markets
(877) 356-9726 ext. 1520
Forward-Looking Information and Statements
This press release contains “forward-looking information” within the meaning of Canadian Securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable United States safe harbor laws, which may include, but are not limited to: Flowr monitoring market conditions; Flowr evaluating options to enhance shareholder value and drive long-term growth; the timing of the Nasdaq listing; Flowr building and operating large-scale, GMP-designed cultivation facilities; Flowr’s expectation that it will provide premium quality cannabis to the adult-use recreational market and the medicinal market; and Flowr’s business, production and products. 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: Flowr being unable to enhance shareholder value and/or drive long-term growth; Flowr not completing its Nasdaq listing; Flowr’s inability to create long-term growth and/or enhance shareholder value without the completion of the Offering; Flowr having to seek alternative financing sources which may not be available or on terms that are less favourable than the proposed Offering; the construction and development of the Company’s cultivation and production facilities; general economic and stock market conditions; adverse industry events; loss of markets; future legislative and regulatory developments in Canada, the United States and elsewhere; the cannabis industry in Canada generally; the ability of Flowr to implement its business strategies; risks and uncertainties detailed from time to time in Flowr’s filings with the Canadian Securities Administrators; 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 3, 2019 (the “AIF”) and filed with the applicable securities regulatory authorities in Canada and the United States. 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.
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