Major acquisition completed
"(“Flowr” or the “Company”) is pleased to announce the completion of the acquisition of the remaining 80.2% interest in Holigen Holdings Limited (“Holigen”) by way of a share purchase agreement, as previously announced on June 24, 2019 (the “Acquisition”).
“We are excited to complete the acquisition of Holigen and thereby add operations in Portugal and Australia to our existing Canadian platform. The combination of our extensive cannabis cultivation know-how and Holigen’s extensive pharmaceutical experience has the potential to create tremendous value. With an expected annual capacity of 500,000 kilograms, the Aljustrel cultivation asset in Portugal should allow us to be a significant producer in the global medical cannabis and active pharmaceutical ingredient (API) markets, initially in Europe and Australia-Asia,” said Vinay Tolia, Flowr’s Chief Executive Officer. “We continue to see the cannabis market bifurcating into premium, superior quality adult use products, where legal, and a global medical opportunity that will require massive production scale and deep GMP expertise. With the completion of this acquisition, the subsequent ramp-up of production at Aljustrel, and the continued buildout of our campus in Kelowna, Flowr is strategically positioned to service the global cannabis market from an efficient footprint.”
Total consideration for the Acquisition included:
Cash consideration of CAD $6,299,423.76;
Issuance of 32,632,545 Series 1 Voting Convertible Redeemable Preferred shares (“Consideration Shares”) of the Company. The Consideration Shares shall convert into common shares of the Company (“Common Shares”), on a 1:1 basis, subject to the following milestones:
10% of the Consideration Shares were automatically converted into Common Shares immediately after issuance on Closing;
40% of the Consideration Shares will automatically convert into Common Shares six (6) months from the Closing; and
The remaining 50% of the Consideration Shares will convert into Common Shares when and if Holigen achieves certain milestones related to the lodging of product applications and achieving certain planting targets in Australia and Portugal;
The purchase of certain loans up to a maximum amount of CAD $365,188.73; and
Flowr has also agreed to pay the aggregate amount of €1,378,106.53 to certain of Holigen’s creditors.
Except as provided by law, the holders of Consideration Shares are entitled to vote with the holders of outstanding Common Shares and in any such vote, each Consideration Share shall be entitled to a number of votes equal to the number of Common Shares into which such Consideration Share is convertible.
About The Flowr Corporation
Flowr, through its subsidiaries, holds cannabis production and sales licenses 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’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."