Flowr Corporation Commences $125 Million Stock Sale

The Flowr Corporation Announces Public Offering of Common Shares for Approximately C$125 Million

TORONTO, June 25, 2019 (GLOBE NEWSWIRE) — The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) (“Flowr” or the “Company”) announced today that it has commenced an underwritten public offering of common shares for approximately C$125,000,000 (the “Offering”). As part of the Offering, the Company expects to grant the underwriters an option to purchase an additional 15% of the number of common shares sold in the Offering at the offering price for 30 days following closing.

The Offering is expected to be priced in the context of the market, with the final terms of the Offering to be determined at the time of pricing. The common shares are expected to be listed on the TSX Venture Exchange (the “TSX.V”) and the NASDAQ Capital Market (the “NASDAQ”).

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 Holigen’s and the Company’s cultivation and production facilities, and for general corporate purposes.

Barclays, BMO Capital Markets and Credit Suisse, as representatives for the underwriters, are acting as joint book-runners in connection with the Offering.

The Company filed today a preliminary short form base PREP prospectus (the “Preliminary Prospectus”) in connection with the Offering. The Preliminary Prospectus was filed with the securities commissions in each of the provinces of Canada, except Québec. The Preliminary Prospectus was also filed with the United States Securities and Exchange Commission (the “SEC”) as part of a registration statement on Form F-10, in accordance with the Multijurisdictional Disclosure System established between Canada and the United States.  The registration statement has not yet become effective and the common shares may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

The Preliminary Prospectus contains important detailed information about the Offering. The Preliminary Prospectus can be found under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Copies of the Preliminary Prospectus may also be obtained from Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or via telephone: (888) 603-5847, or via email: Barclaysprospectus@broadridge.com; BMO Capital Markets, Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 or by telephone at (905) 791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca, and in the United States, by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036 (Attn: Equity Syndicate), or by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com; and Credit Suisse by contacting Credit Suisse Securities (Canada), Inc., 1 First Canadian Place, Suite 2900, Toronto ON M5X 1C9, Attention: Maridel Greenwood, Phone 416-352-4520, Email maridel.greenwood@credit-suisse.com and in the United States, by contacting Credit Suisse Securities (USA) LLC, By mail: Attn: Prospectus Department, Eleven Madison Avenue, 3rd floor, New York, NY 10010, By phone: 1-800-221-1037, By e-mail: usa.prospectus@credit-suisse.com. Prospective investors should read the Preliminary Prospectus and the other documents the Company has filed before making an investment decision.

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 these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

About The Flowr Corporation

Flowr, through its subsidiaries, holds a cannabis production and sales license 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.

Original press release

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