TRCE Terrace Global Inc

The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) (“Flowr” or the “Company”) is pleased to provide an update with respect to the strategic acquisition of Terrace Global Inc. (TSXV: TRCE) (“Terrace Global”) previously announced on October 20, 2020. Pursuant to the terms of the arrangement agreement between Flowr and Terrace Global dated October 19, 2020, as amended, Flowr will acquire all of the issued and outstanding common shares in the capital of Terrace Global in exchange for 0.4973 of a Flowr common share (each a “Common Share”) per common share of Terrace Global (the “Transaction”). The Transaction is expected to close on or about December 22, 2020. The Transaction has been conditionally approved by the TSX Venture Exchange (“TSXV”). Final approval of the TSXV for the Transaction is subject to the Company fulfilling all of the requirements of the TSXV.

Terrace Global Shareholder Vote

Holders of 68% of the issued and outstanding common shares in the capital of Terrace Global have entered into support agreements and have agreed to vote in favor of the Transaction. As of the date hereof, Terrace Global has received proxies voting in favor of the Transaction representing approximately 58% of its issued and outstanding common shares. To be effective, the Transaction must be approved by a resolution passed at the Terrace Global Special Meeting by not less than two-thirds (66 2/3%) of the votes validly cast by shareholders of Terrace Global, present in person or by proxy at the meeting of Terrace Global shareholders (the “Terrace Meeting”), and if applicable, also by a simple majority of the votes validly cast by “minority” shareholders, present in person or by proxy at the meeting, being such shareholders as are required to be excluded in determining such “majority of the minority” approval pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Terrace Meeting is expected to be held on December 16, 2020.

Early Conversion Opportunity of Convertible Debentures

The Company announces that the previously disclosed amendments (the “Debenture Amendments”) to its 10.0% subordinated secured convertible debentures due April 27, 2024 in the aggregate principal amount of $21,579,000 (the “Debentures”) have been approved by the requisite majority of the holders of Debentures (the “Debentureholders”) and that Debentureholders have the opportunity (the “Early Conversion Opportunity”) to elect until December 21, 2020 to convert all, and not less than all, of their Debentures for Common Shares . For more information regarding the Early Conversion Opportunity, please refer to the Company’s material change report dated November 26, 2020, which is available online under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. Copies of the Notice to Debentureholders are also available by contacting the Company at the contact information below.

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.caForward-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 statements made concerning: the Debenture Amendments and the completion and timing thereof; the Transaction and the completion and Timing thereof; timing of the Terrace Meeting; receipt of approval from shareholders of Terrace Global for the Transaction at the Terrace Meeting; receipt of final approval from the TSXV for the Debenture Amendments and the Transaction; the conversion of Debentures by Debentureholders pursuant to the Early Conversion Opportunity; and the issuance of Early Conversion Shares upon conversion of the Debentures. 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 Debenture Amendments and the completion and timing thereof; the Transaction and the completion and Timing thereof; timing of the Terrace Meeting; receipt of approval from shareholders of Terrace Global for the Transaction at the Terrace Meeting; receipt of final approval from the TSXV for the Debenture Amendments and the Transaction; the conversion of Debentures by Debentureholders pursuant to the Early Conversion Opportunity; the issuance of Early Conversion Shares upon conversion of the Debentures; 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.