The Flowr Corporation (“Flowr” or “the Company”)
(TSXV:
FLWR), a Canadian Licensed Producer of premium cannabis
products, announced today that Karen Basian, Maurice Levesque and
Dr. J. André de Barros Teixeira have been nominated to stand for
election to the board of directors of the Company (the “Board”) at
the Company’s shareholder meeting scheduled for December 28, 2018
(the “Shareholders Meeting”). If all three are appointed and
shareholders approve an increase in the size of the Board at the
Shareholders Meeting, the Board will increase from 6 to 9 Board
members, with 4 independent members.
Ms. Basian brings over 25 years of experience in the consumer
products, financial services and technology sectors, while Dr.
Teixeira has an extensive background as a consultant in the areas
of innovation, business development, multiculturalism in business,
global development, motivation, story-telling, ideation, and as a
mentor of CEOs and executives. Mr. Levesque has 30 years of
experience in the Canadian financial industry and is recognized for
his broad knowledge, skills and experience in the venture capital
industry, financial services industry and for his leadership skills
in new business formation and development. Further information on
the nominees is set out below.
“We look forward to welcoming these three exceptional leaders to
Flowr’s Board and benefiting from their deep expertise, decades of
experience and diverse insights,” said Steve Klein, Flowr’s
Chairman and Chief Strategist.
Flowr also announced that its Board has adopted an advance
notice by-law (the “By-law”), establishing a framework for advance
notice of nominations of directors by shareholders of Flowr. The
By-law is similar to the advance notice by-laws adopted by many
other Canadian public companies.
The By-law fixes deadlines by which shareholders must submit a
notice of directors’ nominations to the Company (“notice”) prior to
any annual or special meeting of shareholders where directors are
to be elected, and sets forth the information that a shareholder
must include in the notice. It also provides a clear process for
shareholders to follow for director nominations and sets out a
reasonable time frame for the submissions of nominees and the
accompanying information. The By-law will help ensure all
shareholders receive adequate notice of the nominations to be
considered at a meeting so they may thereby exercise their voting
rights in an informed manner. Only persons nominated in
accordance with the procedures set out in the By-Law will be
eligible for election as director of the Company.
In the case of an annual meeting of shareholders, notice to the
Company must be given not less than 30 days prior to the date of
the annual meeting. In the event that the annual meeting is to be
held on a date that is less than 50 days after the date on which
the first public announcement of the date of the annual meeting is
made, notice may be given not later than the close of business on
the 10th day following such public announcement.
In the case of a special meeting of shareholders called for the
purpose of electing directors, notice to the Company must be given
not later than the close of business on the 15th day following the
day on which the first public announcement of the date of the
special meeting is made.
The By-law is effective immediately and will be placed before
shareholders for confirmation at the Shareholders Meeting.
The full text of the By-law will be made available on the
Company’s website at www.flowr.ca.
About the Nominees
Karen Basian is the President of KB Capital Management
Inc. (Strategy and Advisory Services). Karen also serves on the
Board of Directors of goeasy (TSE:GSY) where she chairs the HR and
Compensation Committee. She is a CPA,CA; and has an MBA from
IMEDE, Lausanne, Switzerland and an Honors Business Administration
from the University of Western Ontario.
An innovative thinker with deep financial acumen, Ms. Basian was
recognized in 2000 as one of Canada’s ‘Top 40 Under 40’ for her
work as the CFO & SVP, Corporate Services for 724 Solutions
(NASDAQ/TSX). Prior roles include Chief Global Strategy and
Business Development Officer for McCain Foods Ltd., SVP Strategy
for Frito-Lay North America; Manager with Bain and Company; and
International Tax Specialist with Deloitte’s.
Ms. Basian’s community and philanthropic efforts have included
her advisory work with Baycrest, UHN, Robarts Research Institute
and FINCA Canada; and the founding of the Jewish Women’s Venture
Philanthropy Fund.
Dr. J. André de Barros Teixeira is an Associate Partner
and member of the Advisory Board of Globalpraxis, a consulting firm
in Barcelona, Spain and an Executive Professor at the Antwerp
Management School, University of Antwerp, Belgium. He also is a
partner at Keiryo Packaging, a technology start-up in Luxembourg
and an advisor and partner at Wine With Spirit, an award winning
wine start-up in Lisbon, Portugal, and a Visiting Professor at
CEIBS-Zurich Institute of Business, Switzerland. He was until
recently General Manager, Innovation, at BBD, a beverage company in
Australia. Dr. Teixeira holds graduate and post-graduate degrees
(BSc, MSc, MBA, PhD) in Philosophy, Industrial Chemistry, Food
Science and Business Administration from the universities of
Cambridge, Reading and Oxford in the UK.
Formerly in his career, Dr. Teixeira was Vice President,
International, Research and Development of the Campbell Soup Co,
based in Belgium and the USA, Global Vice-President of Technology
Development and Innovation at Interbrew in Belgium, and spent
twenty-three years in various executive positions with The
Coca-Cola Company in West and Eastern Europe, North and South
America, Africa and Asia.
Maurice Levesque is a founder, Chairman, and Chief
Executive Officer of Qwest Investment Management Corp. (“QIM”). Mr.
Levesque is the Chairman, CEO and Chief Compliance Officer of Qwest
Investment Fund Management Ltd., and Chairman, President and
director of Heritage Bancorp Ltd. (both companies a subsidiary of
QIM).
Mr. Levesque has 30 years of experience in the Canadian
financial industry. Mr. Levesque is a founder and/or a director of
several private and publicly traded companies which operate in a
variety of industries.
Mr. Levesque graduated from The Northern Alberta Institute of
Technology with a diploma in Administration Management.
About Flowr
The Flowr Corporation (TSXV: FLWR), through its subsidiaries,
holds a cannabis production and sales license granted by Health
Canada. With a head office in Markham, ON and a production
facility in Kelowna, BC, Flowr builds and operates large-scale,
GMP-designed cultivation facilities utilizing its own patented
growing systems. Flowr’s investment in research and
development along with its sense of craftsmanship and a spirit of
innovation is expected to enable it to provide premium-quality
cannabis that appeals to the adult-use recreational market and
addresses specific patient needs in the medicinal market.
For more information, visit www.flowr.ca Follow Flowr on
Twitter: @FlowrCanada; Facebook: Flowr Canada; Instagram:
@flowrcanada; and LinkedIn: The Flowr Corporation.
On behalf of The Flowr Corporation:
Steve Klein
Chairman & Chief Strategy Officer
Forward-Looking Information
This press release includes forward-looking information within
the meaning of Canadian securities laws regarding Flowr and its
business, which may include, but are not limited to: the skillset
and experience of the nominee directors described herein, such
experience, skillsets, expertise and insights of such nominees
benefiting Flowr, Flowr’s investment in research and development
along with its sense of craftsmanship and a spirit of innovation
enabling it to provide premium-quality cannabis that appeals to the
adult-use recreational market and addresses specific patient needs
in the medicinal market and other factors. 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 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 these 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 the
inability of the nominee directors described herein and their
experience, expertise, skillsets and insights not benefiting Flowr,
Flowr not investing in research and development, which could impact
Flowr’s ability to bring new products to market and also impact its
sales and revenues, Flowr not being able to provide premium-quality
cannabis that appeals to the adult-use recreational market and
addresses specific patient needs in the medicinal market, Flowr’s
inability to excel at cultivating premium cannabis, Flowr’s
inability to construct its facilities, or in the time anticipated,
Flowr requiring additional financing from time to time in order to
continue its operations and such financing may not be available
when needed or on terms and conditions acceptable to the Company,
new laws or regulations adversely affecting the Company’s business
and results of operations, results of operation activities and
development of projects, project cost overruns or unanticipated
costs and expenses, the inability of Flowr’s products to
be high quality, the inability of Flowr to produce and distribute
premium, high quality products, the inability to supply products or
any delay in such supply, Flowr’s securities, the inability to
generate cash flows, revenues and/or stable margins, the inability
to grow organically, risks associated with the geographic markets
in which Flowr operates and/or distributes its products, risks
associated with fluctuations in exchange rates (including, without
limitation, fluctuations in currencies), risks associated with the
use of Flowr’s products, the cannabis industry and the regulation
thereof, the failure to comply with applicable laws, risks relating
to partnership arrangements, possible failure to realize the
anticipated benefits of partnership arrangements, product launches
(including, without limitation, unsuccessful product launches), the
inability to launch products, the failure to obtain regulatory
approvals, economic factors, market conditions, risks associated
with the acquisition and/or launch of products, the equity and debt
markets generally, risks associated with growth and competition
(including, without limitation, with respect to Flowr’s products),
general economic and stock market conditions, 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, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended. No forward-looking information can be
guaranteed. Except as required by applicable securities laws,
forward-looking information speaks only as of the date on which it
is made and Flowr undertakes no obligation to publicly update or
revise any forward-looking information, whether as a result of new
information, future events, or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this press release.
Jim Walsh
The Flowr Corporation
+1-607-275-7141
jwalsh@flowr.ca
Bruce Dunbar
The Flowr Corporation
+1-917-756-4065
bdunbar@flowr.ca
For Investors: Alex Dann
The Flowr Corporation
+1-416-464-4067
adann@flowr.ca
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