TRCE Terrace Global Inc

The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) (“Flowr” or the “Company”) is pleased to announce that the Company has closed on a sixth tranche of funding (the “Sixth Tranche”) in the amount of C$1,500,000 pursuant to the Equity Line and Profit Share Agreement (the “Agreement”) with Terrace Global Inc. (TSXV: TRCE) (“Terrace Global”). The Sixth Tranche will be used to fund the Company’s outdoor medical cannabis site in Aljustrel, Portugal which is jointly operated with Terrace Global (the “Partnership”).

As part of the Partnership and under the terms of the Agreement, Terrace Global has agreed to fund the operations and certain capital expenditures at the Company’s outdoor facility located in Aljustrel, Portugal in exchange for common shares and warrants in Flowr. As part of the Sixth Tranche announced today, Flowr has issued to Terrace Global 2,884,615 common shares of the Company at a price of $0.52 and an equal amount of common share warrants (the “Warrants”). Each Warrant is exercisable into one full common share of the Company at an exercise price of $0.76 per common share for a period of 36 months from October 26, 2020. The Sixth Tranche remains subject to the final approval of the TSX Venture Exchange. All securities issued under the Sixth Tranche are subject to the customary four-month hold period and may not be traded before February 27, 2020.

Executive Departure

The Company also announced today that its General Counsel, Andrew Teehan, is leaving the Company on October 28, 2020 to pursue an opportunity outside of the cannabis industry.

In addition, Flowr also announced today that the Company previously granted an aggregate of 45,000 incentive stock options (the “Options”) to independent directors of the Company as part of such directors’ annual compensation. The exercise price for each Option is $0.64. The Options will vest as to thirty-three and one-third percent (33⅓%) on each anniversary of the date of grant.

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.

About Terrace Global

Terrace is a Canadian company focused on the development and acquisition of international cannabis assets. Its single-minded goal is to unlock value in new jurisdictions. Terrace was created by a group of pioneers in the cannabis space who have come together to build a best in class portfolio of assets, across international markets. With decades of cross-continent relationships, the Terrace team is uniquely positioned to unlock value in new jurisdictions like no one else can. For more information about Terrace Global, please visit terraceglobal.ca.

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 Sixth Tranche being used to fund the Company’s outdoor medical cannabis site in Aljustrel, Portugal; Terrace Global funding operations and certain capital expenditures at the Company’s Aljustrel facility in exchange for securities of the Company; TSX Venture Exchange approval of the Sixth Tranche; 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: the Company being unable to fund its outdoor medical cannabis site in Aljustrel, Portugal with the funds received under the Sixth Tranche, or at all; the Company and Terrace Global being unable to successfully harvest in Portugal later this year; crops in Aljustrel not achieving the Company’s expectations or not being ready for harvest in Q4 2020, or at all; Terrace Global not funding operations and certain capital expenditures at the Company’s Aljustrel facility in exchange for securities of the Company; the Company being unable to obtain TSX Venture Exchange approval of the Sixth Tranche; Terrace Global not funding the anticipated amount under the Agreement; 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.