The Flow Corporation to File for CCAA Protection
TORONTO, Oct. 20, 2022 (GLOBE NEWSWIRE) — The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) (“Flow“or the”Company”) today announces that the Company and its subsidiaries, The Flowr Group (Okanagan) Inc. (“Okanagan Flower”), The Flow Canada Holdings ULC (“ULC Flux”) and Terrace Global Inc. (“Terraceand collectively with the Company, Flowr Okanagan and Flowr ULC, the “Flow Group”) will apply for an order of protection from creditors (the “Initial order“) of the Ontario Superior Court of Justice (Commercial List) (the “To research“) under the Companies Creditors Arrangement Act (there “CCAA”). The Company will present its application to the court for the initial order on October 20, 2022.
After careful consideration of all available alternatives following extensive consultation with legal and financial advisors, the directors of the Company have determined that it is in the interests of the Flowr group to file for protection against creditors under the CCAA.
The initial order sought would include, among other things: (i) a stay of proceedings in favor of the Flowr group; (ii) DIP loan approval (as described below); and (iii) the appointment of Ernst & Young Inc. as controller of the Flowr group (as such, the “Monitor”). The Flowr Group is seeking protection from creditors under the CCAA in order to benefit from a stay of proceedings that will allow the Flowr Group to conduct a sale and investment solicitation process (“SISP”) and facilitate a transaction that sees the company emerge from CCAA protection as a going concern.
If the initial order is granted, the Company intends to operate in the normal course of proceedings throughout the CCAA proceedings and while the SISP is conducted. The management of the Company would remain responsible for the day-to-day operations of the Company, under the general supervision of the Controller.
In order to fund the CCAA proceedings, the SISP and other short-term working capital needs, the Flowr Group has signed a term sheet with 1000343100 Ontario Inc., (the “DIP Lender“:DIP loan”). The DIP loan is conditional, among other things, on the issuance of the initial order.
The common shares of the Company will be transferred to the NEX Board of the TSX Venture Exchange (the “TSXV”) where trading will be suspended. If the initial order is granted, the company will be authorized by the court not to incur any further expenses related to the filing of continuous disclosure documents, including press releases.
About Flow Corporation
The Flowr Corporation is a Canadian cannabis company with its operating campus located in Kelowna, British Columbia. Flowr aims to support improved outcomes through responsible cannabis use and, as a recognized expert in cannabis cultivation, strives to be the brand of choice for consumers and patients seeking of 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 Flow Corporation:
Chief executive officer
INVESTORS & MEDIA:
Phone number: 250-277-2539
Certain statements made in this press release may constitute “forward-looking information” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information may relate to anticipated events or results, including, but not limited to: (i) obtaining the initial court order; (ii) the outcome of the proceedings under the CCAA and/or any related restructuring proceedings; (iii) the Company’s ability to secure the DIP Loan and any additional financing as part of the CCAA process or otherwise; and (iv) the transfer of the common shares of the Company to the NEX board of the TSXV and the suspension of their trading. 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 our perception of historical trends, current conditions and expected future developments, and other factors we believe are appropriate and reasonable under the circumstances. We do not undertake to update this forward-looking information, whether as a result of new information, future events or otherwise, except as required by 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 described in the other public documents of the Company, which can be consulted under the heading Company profile on the system of analysis and search of electronic documents (“SEDAR”) on www.sedar.com, readers are urged to carefully consider the risks, uncertainties and assumptions when evaluating forward-looking information and are cautioned not to place undue reliance on such information. Further, there can be no assurance that there will be any residual shareholder value under the CCAA process, nor can there be any assurance that the CCAA proceedings will result in maximizing the return on the Company’s assets and those of its subsidiaries.
Neither the 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.