The Flowr Corporation (TSX.V:FLWR) (OTCQB:FLWPF) (the “Company” or “Flowr”) announced today that it has entered into an agreement with a syndicate of underwriters led by GMP Securities L.P. (the “Lead Underwriter” and, collectively with the syndicate, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 10,610,000 units (the “Units”) of the Company at a price of $4.10 per Unit (the “Offering Price”) for aggregate gross proceeds to Flowr of $43,501,000 (the “Offering”).

Each Unit will be comprised of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant will be exercisable to acquire one Common Share (a “Warrant Share”) for a period of 24 months following the closing of the Offering (the “Closing”) 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 shall have the right to accelerate the expiry date of the Warrants upon not less than fifteen (15) trading days’ notice.

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 1,591,500 Units at the Offering Price, exercisable in whole or in part, at any time, and from time to time, on or prior to the date that is 30 days following the Closing. If this option is exercised in full for additional Units, an additional $6,525,150 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be $50,026,150.

The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada (except Quebec). The Company intends to use the net proceeds from the Offering to fund, in part, its acquisition of the approximately 80% equity interest of Holigen Holdings Limited 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. The Offering is expected to close on August 8, 2019 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 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.

SOURCE The Flowr Corporation