FLWR The Flowr Corporation

The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) (“Flowr” or the “Company”) announces that it has postponed the filing of its first quarter 2020 interim financial statements and related management discussion and analysis for the period ended March 31, 2020 (collectively, the “Interim Filings”) which were required to be filed by June 1st, 2020 under National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”). The Company expects to report and file first quarter 2020 earnings on or before June 15th, 2020. In addition, the Company announces that, in accordance with applicable corporate and securities laws, and stock exchange rules, it has decided to delay holding an annual general meeting of shareholders until a later date in the second half of 2020.

On March 23rd, 2020, the Canadian Securities Administrators published substantively harmonized temporary exemptions from certain regulatory filing requirements that provide issuers with a 45-day filing extension for filings required on or before June 1, 2020 to allow issuers the time needed to focus on the many other business and financial reporting implications of COVID-19. The Company will rely on these exemptions with respect to the Interim Filings as set out in Part 4 and Part 5 of NI 51-102.  

On May 1st, 2020, the Canadian Securities Administrators announced temporary blanket relief for public companies from certain filing and delivery requirements, which are generally tied to the sending of materials for annual general meetings. The Canadian Securities Administrators implemented the relief through local blanket orders that are substantially harmonized across the country, including the exemptive relief contained in Ontario Instrument 51-504 Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials of the Ontario Securities Commission. The Company will rely on this relief to postpone the public filing of its executive compensation disclosure until such time as it is filed and delivered to shareholders as part of the Company’s management information circular relating to its 2020 annual meeting of shareholders.

All of the Company’s management, directors and other insiders will remain subject to a blackout period under its  Timely Disclosure, Confidentiality and Insider Trading Policy, which reflects the principles set out in section 9 of National Policy 11-207: Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

Since the Company reported 2019 fiscal year end results on April 29th, 2020, the Company announced that it has entered into an Equity Line and Profit Sharing Agreement (the “Partnership”) with Terrace Global (TSX-V: TRCE) (“Terrace Global”) to fund the development and operations of Holigen.  For further details on the Partnership with Terrace Global please see the Company’s press release dated May 14th, 2020 and related filing on SEDAR.

On May 27th, 2020, the Company became aware that for the fiscal quarter ending March 31, 2020 it was in breach of a current ratio financial covenant and positive covenant requiring the Company to have a certain percentage of total assets held by loan parties under the Credit Agreement dated November 18, 2019, as amended to the date hereof, with a syndicate of lenders, including ATB Financial (the “Credit Agreement”).  The Company, as at today’s date, is in compliance with the current ratio testing under the Credit Agreement, but requires a formal waiver from its lenders with respect to the aforementioned breach of covenants.  The Company is currently in discussions with its lenders to receive such waivers, and believes it will be able to receive a waiver from such breaches. 

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, which has a license for cannabis cultivation in Portugal and operates GMP licensed facilities in both Portugal and Australia.

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 products.  

For more information, please visit flowrcorp.com or follow Flowr on Twitter: @FlowrCanada and LinkedIn: The Flowr Corporation.

On behalf of The Flowr Corporation:Vinay ToliaCEO and Director

CONTACT INFORMATION:

INVESTORS & MEDIA:Thierry ElmalehHead of Capital Markets(877) 356-9726 ext. 1528thierry@flowr.ca

Forward-Looking Information and Statements

This press release contains “forward-looking information” within the meaning of Canadian Securities laws, which may include but is not limited to: the postponement of the filing of the Interim Filings; the expected timeline for the Company to report and file first quarter 2020 earnings; the expected timeline for the Company’s annual general meeting of shareholder in 2020; the Company relying on exemptions with respect the Interim Filings; the Company relying on relief to postpone the public filing of its executive compensation disclosure; the Company’s management, directors and other insiders remaining subject to a blackout period under its Timely Disclosure, Confidentiality and Insider Trading Policy; the Partnership funding the development and operations of Holigen; the Company’s discussions with its lenders regarding waivers and its belief that it will be able to receive such waivers; Flowr servicing the global medical cannabis market and operating GMP-designed manufacturing facilities in Portugal and Australia; Flowr supporting improving outcomes through responsible cannabis use and striving to be the brand of choice for consumers and patients seeking highest-quality craftmanship and product consistency; 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 file the Interim Filings on the anticipated timeline, or at all; Flowr being unable to hold an annual general meeting of shareholders on the anticipated timeline, or at all; the Company being unable to satisfy the requirement for the applicable exemptions and relief it is relying on with respect to the Interim Filings and filing of its executive compensation disclosure, or such exemptions and relief becoming otherwise unavailable to the Company; the inability of the Company to have its management, directors and other insiders adhere to its Timely Disclosure, Confidentiality and Insider Trading Policy; the Partnership being unable to fund the development and operations of Holigen; the Company being unable to obtain waivers from its lenders; Flowr being unable to service the global medical cannabis market and/or operate GMP-designed manufacturing facilities in Portugal and Australia; Flowr being unable to support improving outcomes through responsible cannabis use and/or striving to be the brand of choice for consumers and patients seeking highest-quality craftmanship and product consistency; 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 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 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 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.