The Flowr Corporation Announces Cease Trade Order to Be Issued by Ontario Securities Commission

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TORONTO, May 02, 2022 (GLOBE NEWSWIRE) — The Flowr Corporation (“Flowr” or the “Company”) (TSXV: FLWR, OTC: FLWPF) announces that it will be issued a cease trade order (“CTO”) by the Ontario Securities Commission by virtue of not filing the following periodic disclosure documents (the “Annual Filings”) by the filing deadline of May 2, 2022:

  • the audited annual financial statements of the Company for the year ended December 31, 2021;
  • the management’s discussion and analysis of the Company for the year ended December 31, 2021; and
  • certificates of each of the Interim Chief Executive Officer and the Chief Financial Officer relating to the audited annual financial statements.

As previously announced on April 22, 2022, the Company’s 2021 audit currently remains ongoing due to combination of factors, including: (i) recent changes in the finance department of the Company, including to the site controller and finance manager; (ii) additional resources being allocated to the recently completed divestiture of Holigen Limited; and (iii) additional time required by the auditor to complete the remaining audit procedures. The causes of the delay are not material to the Company or its operations. Although the audit continues to progress well, it has taken longer to complete than originally anticipated. Notwithstanding the delay, the Company continues to operate normally without disruption and is working diligently and expeditiously with its auditors to complete the Annual Filings as soon as possible.

The Company anticipates that it will complete the Annual Filings on or before May 16, 2022. Revocation of the CTO is expected to occur within a few days after the Annual Filings are made.

The Company is not currently subject to any insolvency proceedings. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this press release.

Despite the CTO, a beneficial security holder of the Company who is not, and was not at the date of the CTO, an insider or control person of the Company, may sell securities of the Company acquired before the date of the CTO if: (a) the sale is made through a “foreign organized regulated market”, as defined in section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada; and (b) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation. Holders of the Company’s securities are urged to consult with their own investment advisors or legal counsel about the implications of the CTO.

A copy of the CTO will be posted on the Ontario Securities Commission website once issued. There is no assurance that the Company will be able to remedy its filing default and have the CTO lifted in a timely manner or at all.

AboutTheFlowrCorporation

The Flowr Corporation is a cannabis company with operations in Canada. Its 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. In 2020, Flowr’s BC Pink Kush was recognized as the top indica strain in Canada by KIND magazine.

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:

Tom Flow
Interim Chief Executive Officer

CONTACT INFORMATION:

INVESTORS & MEDIA:
JohnChou
Chief Financial Officer
John.chou@flowr.ca

Forward-Looking Information:

Certain statements made in this press release may constitute “forward-looking information”, “future oriented financial information” or “financial outlooks” (collectively, “forward-looking information”) within the meaning of applicable securities laws. The forward-looking information are often, but not always, identified using words such as “seek”, “anticipate”, “plan”, “estimate”, “expect”, “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking information, readers should not place undue reliance on such information. The risks and uncertainties include, but are not limited to, Company’s ability to file the Annual Filings in a timely manner and the subsequent revocation of the CTO. Forward-looking information is current as of the date it is made and is based on reasonable estimates and assumptions made by us at the relevant time in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate and reasonable in the circumstances.

To the extent any forward-looking information in this press release constitutes “future oriented financial information” or “financial outlooks”, within the meaning of applicable securities laws, the purpose of such information being provided is to demonstrate the potential of the Company and readers are cautioned that this information may not be appropriate for any other purpose. However, we do not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada.

There can be no assurance that such estimates and assumptions will prove to be correct. Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking information as discussed in the “Risk Factors” section of the Company’s 2020 Annual Information Form dated April 28, 2021 (the “AIF”). A copy of the AIF and the Company’s other publicly filed documents can be accessed under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. The Company cautions that the list of risk factors and uncertainties described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties, and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information.

Neither 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 release.