[:PP A BOUGHT DEAL AT HIGHER PRICE ANNOUNCED. MARKET FOR MARIJUANA COMPANIES SEEM TO BE EXPECTING USA FEDERAL LEGALIZATION.
"(“Flowr” or the “Company”) is pleased to announce that it has entered into an agreement with Cantor Fitzgerald Canada Corporation as sole bookrunner and lead underwriter (the “Lead Underwriter”) pursuant to which the Lead Underwriter has agreed, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 19,610,000 units of the Company (the “Units”) at a price of $0.51 per Unit (the “Issue Price”) for aggregate gross proceeds to the Company of $10,001,100 (the “Offering”).
Each Unit shall consist of one common share in the capital of Flowr (each a “Common Share”) and one full Common Share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant shall be exercisable to acquire one Common Share at an exercise price of $0.64 per Common Share for a period of 2 years from the closing of the Offering.
The Company has granted the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 2,941,500 Units at the Issue Price, exercisable at any time, for a period of 30 days after and including the Closing Date, which would result in additional proceeds of $1,500,165 Over-Allotment Option is exercisable to acquire Units, Common Shares, and/or Warrants (or any combination thereof) at the discretion of the Lead Underwriter.
The Underwriters are to be paid a cash commission equal to 7.0% of the gross proceeds of the Offering and to receive Unit purchase warrants of the Company (the “Underwriters’ Warrants”) equal to 6.0% of the number of Units sold under the Offering, with each Underwriters’ Warrant being exercisable to acquire one common share at the Issue Price for a period of 24 months from the closing of the Offering.
The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada except Quebec. The Offering is expected to close on or about March 4 , 2021 (the “Closing Date”), and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities. The Company will use best efforts to obtain the necessary approvals to list the Common Shares and the Warrant Shares on the TSX Venture Exchange.
The net proceeds of the Offering will be used for general working capital.]
