Flowr Archives - Green Market Report

StaffOctober 21, 2020


The Flowr Corporation (TSXV: FLWR) (OTC:FLWPF) is buying  Terrace Global in a deal valued at $63 million. The proposed transaction provides a 47% premium to Terrace Global’s current share price and a premium of 76% to the last Terrace Global financing at $0.125 per share. Flowr said it has secured support from approximately 38% of the shareholders of Terrace Global. Once the deal is completed, existing Flowr and Terrace Global shareholders would own approximately 60.9% and 39.1% of the pro forma company, respectively, on a fully-diluted in-the-money basis (including the conversion of $11.9 million of Flowr convertible debentures).

“Terrace Global and Flowr have enjoyed a collaborative and symbiotic working relationship and share similar philosophies, making this transaction a strong fit for us. With Flowr, we believe that we can realize our full potential and are excited to participate in the upside of Flowr,” commented Francisco Ortiz von Bismarck, Chief Executive Officer of Terrace Global. “Combining our complementary management expertise, and collaborative strengths will result in a combined entity that is poised for global growth.”

All insiders of Flowr will be required to convert their 10% subordinated secured debentures into Flowr Shares, representing a conversion of at least $11.9 million principal amount of debentures. Flowr will also use commercially reasonable efforts to secure the full conversion of all of the issued and outstanding convertible debentures in the aggregate principal amount of $21.6 million.

Together the two companies have a strong balance sheet with more than $31 million in combined cash and marketable securities to support growth. Significant debt reduction and improved credit covenants contemplated by the transaction as a result of a minimum Flowr 10% subordinated secured debenture conversion of approximately $11.9 million.

Terrace Global shareholders, through their ownership of Flowr Shares, will have the opportunity to participate in the growth of Flowr and will benefit from the enhanced growth prospects of the combined company. Complimentary operations in Portugal and existing joint venture secures control over the entire cannabis value chain and leverages existing international partnerships and expertise.


StaffNovember 19, 2019


The Flowr Corporation

The Flowr Corporation (TSXV: FLWR)(OTC: FLWPF) reported that it has closed its previously announced credit facility from a syndicate of lenders led by ATB Financial and including Farm Credit Canada. The $25 million facilities consist of a $24.5 million recapitalization term facility and a $500,000 revolving operating credit facility. Flowr will receive the first tranche of funding of approximately $20.05 million on closing with the remaining of the recapitalization term facility available subject to certain conditions.

“We are extremely pleased to strengthen our financial position through non-dilutive financing at attractive pricing,” commented Vinay Tolia, Flowr’s Chief Executive Officer.  “The reduced size of the ATB Credit Facilities compared to the initial commitment reflects our reduced capital needs as we focused on those investments with the greatest potential to generate cash flow in the near term.  With our third-quarter earnings release on November 26, 2019, we will provide our shareholders with a comprehensive business update.”

The company said it would release its third-quarter 2019 results after the close of the financial markets on Tuesday, November 26, 2019, which will be followed by a conference call and webcast to review these results at 5:30 p.m. Eastern Time.

Meta Growth

National Access Cannabis Corp (TSXV: META) d/b/a Meta Growth said that it has reached a new agreement to extend its $9,000,000 loan from Opaskwayak Cree Nation to December 31, 2022.

The original loan was set to mature on December 14, 2019.  As one of META’s largest shareholders, owning approximately 10.8 million shares, OCN has agreed to extend the maturity of the Loan until December 31, 2022, at an interest rate of 10% per annum, and an annual administration fee of $225,000.

“OCN sees the ongoing investment into META as a growth opportunity for both META and OCN.  The income that OCN generates from the interest on the Loan helps OCN with investing in our community infrastructure, such as housing,” said Christian Sinclair, Onekanew (Leader) of OCN and Board Member of META. “We hope to continue to capitalize on opportunities with META as the Ontario government is anticipated to issue additional licenses for cannabis retail locations.”

Debra BorchardtJune 25, 2019


The Flowr Corporation (TSX.V: FLWR)(OTC: FLWPF) announced today that it has commenced an underwritten public offering of common shares for approximately C$125,000,000. As part of the offering, the company is offering an overallotment to purchase an additional 15% of the number of common shares at the offering price for 30 days following closing.

Flowr said that it intends to use the net proceeds to fund part of its acquisition of the approximately 80% equity interest of Holigen Holdings Limited that it does not already own, working capital required for the construction and development of Holigen’s and the company’s cultivation and production facilities.

The company said that the offering is expected to be priced in the context of the market, with the final terms to be determined at the time of pricing. The common shares are expected to be listed on the TSX Venture Exchange and the NASDAQ Capital Market.

Flowr is an emerging Canadian cannabis leader founded by MedReleaf co-founder Tom Flow and a team of industry pioneers, successful start-up executives, and top industry scientists. Flowr’s purpose-built cultivation facilities are designed to generate high crop yields and produce premium and ultra-premium cannabis products.

Flowr holds a cannabis production and sales license granted by Health Canada. It has 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 expects to provide premium-quality cannabis to the adult-use recreational market and the medicinal market.


In March 2018, Flowr and the Hawthorne Gardening Company, a subsidiary of The Scotts Miracle-Gro Company (NYSE: SMG) announced an exclusive strategic R&D alliance. After evaluating numerous Canadian LPs, Hawthorne chose to partner with Flowr based on the experience and expertise of the Company’s cultivation and R&D teams and the Company’s advanced growing capabilities. This makes Flowr one of only three Canadian cannabis companies with a business partnership with a publicly traded U.S. company along with Canopy (TSX: WEED) and Hexo (formerly Hydropothecary; TSX: HEXO).

StaffJune 18, 2019


The Flowr Corporation (TSXV: FLWR)(OTC: FLWPF)  has received a loan commitment from a syndicate of lenders led by ATB Financial in its capacity as lead arranger and administrative agent for up to $50,000,000 of committed senior secured credit facilities.

Expanding Distribution into Alberta

According to the company statement, there is no limit on the number of strains that Flowr will be supplying to Alberta Gaming, Liquor & Cannabis (AGLC) and the company can also list seeds.

“As a proud Albertan and an active member in our community through the years, I am really excited Flowr is expanding distribution into the province as part of our efforts to provide as many recreational users in Canada as possible with access to Flowr® branded products. Consumers differentiate according to quality, based on terpene profile and overall experience, and we see a tremendous opportunity for Albertans to experience the difference that our cultivation expertise delivers,” said Dr. Lyle Oberg, Flowr’s Chief Policy and Medical Officer.  “Flowr shares many of the same values as Albertans and we are proud to be able to make our cannabis available to all Albertans from Fort Chip to Sweet Grass and every place in between.”

Flowr said that Alberta is one of the largest cannabis markets in Canada, and with this agreement, its product will be available in six provinces.  The company previously announced supply agreements and/or arrangements with provincial authorities in British Columbia, Manitoba, Nova Scotia and Ontario, sales through a private dispensary in Saskatchewan, and a medical cannabis supply agreement with Shoppers Drug Mart.


Pursuant to the ATB Credit Facilities, the Corporation will be permitted to use a recapitalization term facility and a revolving operating credit facility for general working capital purposes and a development facility for the development of its Kelowna 1 Facility, Kelowna 2 Facility and Flowr Forest. The ATB Credit Facilities will have a maturity day of three (3) years.  Under the terms of the ATB Credit Facilities, the Corporation will be subject to certain financial, positive and negative covenants.  In addition, the ATB Credit Facilities provide for an accordion of up to $50,000,000.  The applicable margins for the ATB Credit Facilities is based on certain performance-pricing grids, ranging from 250 bps to 325 bps for bank acceptances and letters of credit, 125 bps to 200 bps for prime loans, and certain standby fees.

Debra BorchardtMay 24, 2019



SLANG Worldwide Inc. (CSE:SLNG) elected to exercise its right under the warrant indenture governing the common share purchase warrants of the company issued on July 23, 2018, to accelerate the expiry date of the Warrants. Slang may accelerate the expiry date of the Warrants if, at any time prior to July 21, 2020, the closing trading price of the common shares of the company on the Canadian Securities Exchange exceeds $1.75 for a period of at least 20 consecutive trading days. As of the close of markets on May 23, 2019, the closing trading price of the Common Shares on the CSE exceeded $1.75 per Common Share for more than 20 consecutive trading days.

As of May 23, 2019, a total of 9,101,927 of the 13,436,005 originally issued Warrants had yet to be exercised. Each Warrant is exercisable to acquire one Common Share at an exercise price of $1.15. Consequently, if all Warrants are exercised, proceeds to the Company will total $10,467,216.05.


The Flowr Corporation (TSXV: FLWR) (OTC: FLWPF)  announced that the Nasdaq Stock Market has approved the Company’s application to have its common shares listed on the Nasdaq Capital Market. A trading date will be announced once the company’s Form 40-F registration statement becomes effective with the SEC. The common shares will be listed on the Nasdaq under the symbol “FLWR”. The Company’s common shares listed on the TSX Venture Exchange will continue to trade under the symbol FLWR.

Green Growth Brands

 Green Growth Brands, Inc. (CSE: GGB) (OTCQB: GGBXF) approved the grant of an aggregate of 595,000 restricted share units under the company’s equity incentive plan to certain of its employees. The RSUs will be granted to the RSU Recipients as compensation for their services to the company and as an incentive mechanism to foster the interest of such persons in the long-term success of the company.

True Leaf Brands

True Leaf Medicine International Ltd. (CSE: MJ) (OTCQX: TRLFF)  announced today that, effective immediately, the Company is officially changing its corporate name to True Leaf Brands Inc. 

StaffFebruary 5, 2019


It’s time for your Daily Hit of cannabis financial news for February 5, 2019.

On The Site


Illinois-based Verano Holdings, LLC has acquired Four Daughters Compassionate Care Inc. of Sharon, Massachusetts and its provisional medical cannabis licenses for an undisclosed amount. The first cultivation and dispensary facilities in Sharon are expected to open in six to nine months. The company said it would hire 50-75 employees locally and train them for these sites in 2019.

As a result of the acquisition, Verano has begun building a cultivation and production facility in Sharon Massachusetts. The company is also renovating an adjacent building for the dispensary. The acquisition marks Verano’s expansion into an additional adult-use market and its expanding geographic footprint into the Northeast from its current 10 operating facilities in Illinois, Maryland, Nevada and Florida, with 45+ licenses under active development in Florida, Michigan, Ohio, Puerto Rico, and Maryland.


Green Thumb Industries Inc. (OTCQX: GTBIF) is acquiring For Success Holding Company, the owner of Los Angeles-based Beboe branded cannabis products for an undisclosed amount that will be paid in GTI stock.

Beboe is known as a premium brand for its high-end packaging including its iconic rose gold vaporizer pens. The products are available in more than 125 California and Colorado retail locations and via home delivery across California.

In Other News


Sound Wellness LLC, a subsidiary of Jushi Inc. has received approval of its industrial hemp-CBD processor license application as part of the New York State Industrial Hemp Agricultural Research program, administered by the New York State Department of Agriculture and Markets. With this announcement, Jushi is proud to support the Western New York community, New York farmers, and the nation’s premier industrial hemp program. Sound Wellness’ hemp-CBD processor license supports the company’s initiative to create product innovations centered around the untapped potentials of hemp.

By investing over $5 million in a high-tech hemp processing operation on the east side of Buffalo, NY, Jushi expects to create approximately 30-65 jobs in the area. The facility will house a state-of-the-art lab, allowing Sound Wellness to create advanced product formulations using CBD distillate, CBD isolate, and water-soluble CBD.

The Flowr Corp.

The Flowr Corporation (OTC: FLWPF)  has submitted an application to list its common shares on The NASDAQ Capital Market and has filed a Form 40-F Registration Statement with the U.S. Securities and Exchange Commission.

Target Group Inc.

Target Group Inc. (OTCQB: CBDY) entered into an agreement to acquire Massachusetts-based CannaKorp Inc. CannaKorp is the holder of the patent-pending WISP vaporizing system.

The WISP™ is a pod-based, herbal vaporizing system that uses precisely measured, sealed and tested WISP™ Pods containing dried, ground botanicals. The WISP™  vaporizer, used together with WISP™  Pods, gives cannabis users the predictability and assurance to know what they’re inhaling with every use, without the hassle of grinding, measuring, or packing. For the rapidly evolving market of cannabis consumers who prefer vaporization, Wisp™ presents a proven method of delivery with unique bioavailability benefits and avoids the health concerns associated with the combustion of cannabis and other herbs.

Origin House

CannaRoyalty Corp. d/b/a Origin House  (OTCQX: ORHOF) entered into an agreement to provide strategic financing of US$704,000 to Humboldt’s Finest, an alliance of heritage cannabis farms representing Humboldt County. Humboldt’s Finest produces sun-grown cannabis flower on their farms in Humboldt County, California, which is processed into products including jarred flower, pre-roll flower joints, live resin dabs/jars and/or live resin cartr

Debra BorchardtDecember 20, 2018


Canadian cannabis company The Flowr Corporation  (TSX.V: FLWR; OTC: FLWPF) has acquired a 19.8% interest in the European cannabis company Holigen Limited.  Flowr will provide its cultivation expertise, facility design, and construction IP for use by Holigen in the construction of its facilities in Portugal and Australia and for obtaining its final licenses in those territories.

“We think this deal has huge potential upside for our shareholders. Think of it this way: For access to our cultivation expertise and a little bit of cash, we now have a footprint and capacity as big or bigger than any LP plus direct access to Europe from an EU country.”
Co-CEO Vinay Tolia


The plan is that with the combination of the two companies, Holigen could become one of the lowest cost cannabis producers in the world. Holigen is in the final stages of obtaining one of the largest cultivation licenses in the developed world for outdoor and greenhouse facilities on 72 hectares (7.8 million square feet) in Portugal.  The country’s climate, inexpensive land, and labor will mesh nicely with Flowr’s cultivation skills to bring bigger yields at a lower cost.

“The combination of Holigen’s strong management team and incredible assets along with our cultivation, design and construction IP will create what we believe will be a worldwide leader in production,” said Tom Flow, Co-CEO of Flowr.

Holigen said that it expects to complete its licensing process for its first site in Portugal by mid-2019 and expects to be one of the few licensed producers in Europe that will produce products in GMP-compliant facilities.

Holigen has applied for licenses to cultivate, manufacture, distribute, import and export medical cannabis and derived products at two sites.  Holigen anticipates licenses to be granted for site 1 by Q2 2019 and site 2 by early 2020.


Holigen’s Australian facilities have already achieved GMP certifications with respect to the relabeling and release of products. In addition, the company said that it has strong ties to the country’s largest distributor of medical cannabis and holds the following medical cannabis licenses: Cultivation, R&D and Manufacturing from the Office of Drug Control and Drug Control Section Australia (Therapeutic Goods Administration) and GMP License from the TGA.  Holigen is in the process of obtaining a New South Wales Schedule 8 pharmaceutical manufacturing license, which is the remaining license it requires.


“We are delighted to be working with Flowr to develop these valuable properties and licenses into one of the leading cannabis franchises in Europe and Australia,” said Pauric Duffy, Holigen’s Co-Founder.  “In addition to developing the cultivation facilities, we are hard at work developing medical cannabis brands in our key markets, preparing to leverage the distribution partnerships we are forming, and evaluating alternative product lines like infused beverages.

“Flowr has the high quality, high yield growing technology and experience that we believe will quickly allow Holigen to execute on the very significant licenses we hold and are obtaining in both Portugal and Australia,” said Peter Comerford, Holigen’s Co-Founder. “With the partnerships we are developing, we believe we will be positioned perfectly within the Australian government’s ambitious strategy for significant export of medicinal cannabis announced in January.  With the licenses we are obtaining, combined with Flowr’s proven cultivation technology, we believe this transaction places both companies in a unique position to act as a true medicinal cannabis multinational.”

Debra BorchardtSeptember 26, 2018


The Flowr Corporation will begin trading on the TSX Venture Exchange under the symbol FLWR at market open today, September 26, 2018. This follows the recent completion by Flowr of both an oversubscribed $C36 million capital raise and a reverse takeover of a capital pool company previously listed on the Exchange.

“This is an exciting day and important step toward our goal of becoming one of Canada’s top licensed producers,” said Vinay Tolia, Flowr’s CEO. “With the transaction behind us, we can increase our focus on executing our business plan.”

Flowr is an emerging Canadian cannabis leader founded by MedReleaf co-founder Tom Flow and a team of industry pioneers, successful start-up executives, and top industry scientists. Flow is recognized for his expertise as a master grower who made his name with the quality products produced by MedReleaf, which was acquired by Aurora Cannabis. Flow designed, built and created standard procedures for the Markham, Ontario facility which is known for its productivity. Flow and his team have designed and built 17 different cultivation facilities and have obtained three producers licenses under Health Canada’s ACMPR. 

Flowr’s Kelowna Facility

It is this expertise in building facilities that Flow brings to Flowr’s 85,000 square foot facility in Kelowna, British Colombia. The company will employ proprietary cultivation systems and it will be engineered to meet pharmaceutical quality production standards allowing Flowr to grow premium cannabis flower. The statement said that Flowr carefully harvests, hand trims and craft cures its products. 

The company said that the Kelowna facility is presently approximately 20 percent operational with the remaining 80 percent slated to come online in early 2019. It is expected to produce upwards of 12,000 kilograms of cannabis flower annually once fully operational. The company expects to add more cultivation capacity and take steps designed to further increase crop yields in the near future.

Scott’s Miracle Grow

Flowr also brings to the table its relationship with the Hawthorne Gardening Company, a subsidiary of The Scotts Miracle-Gro Company (SMG).  The two companies have an exclusive strategic R&D alliance. Hawthorne is testing a pesticide or fertilizer, they will work with Flowr to determine what works and doesn’t work. Hawthorne’s decision to partner with Flowr and makes it one of only three Canadian cannabis companies with a business partnership with a publicly traded U.S. company along with Canopy (WEED) and Hexo (HEXO). 

As a result of this partnership, Hawthorne will fund the construction of a 50,000-square-foot R&D facility that is integrated into Flowr’s Kelowna campus. This facility is North America’s first dedicated cannabis R&D facility focused on advancing cultivation techniques and systems.


Flowr will produce both medical and adult use cannabis. FlowrRX will feature medicinal cannabis targeted to specific conditions, while Flowr will deliver premium cannabis for adult use. The company plans on producing other form factors such as ingestibles, beverages, and vape products when these become legal in Canada,

Debra BorchardtSeptember 5, 2018


The Flowr Corporation is the latest cannabis company in a crowded launch calendar to raise money ahead of going public. The Canadian cannabis company lead by former MedReleaf founders raised roughly C$36 million in an oversubscribed offering. This raise solidly positions the company for its reverse take over of The Needle Capital Corp. which is expected to happen on or about September 10.

The Flowr Group consists of Tom Flow, a founder and former COO of MedReleaf, as its President and Vinay Tolia, Flowr’s incoming Chief Executive Officer. Flowr builds and operates large-scale, GMP compliant cultivation facilities utilizing its own patented growing systems.

The company recently signed a Memorandum of Understanding to supply premium cannabis to the British Columbia Liquor Distribution Board which will be the sole retailer of non-medicinal cannabis in the province following the October 17 legalization of adult recreational consumption.  The company also announced earlier in the year that it had been selected by the Hawthorne Canada subsidiary of The Scotts Miracle-Gro Company(SMG) for an exclusive strategic R&D alliance.

“Completing this oversubscribed offering is another exciting milestone on Flowr’s journey to producing the finest cannabis experience in the world as well as an acknowledgment of investors’ belief in our business model,” said Tolia. “Coming on the heels of obtaining our Health Canada sales license, these funds will enable us to scale operations and provide consumers and patients with Flowr’s clean, consistent, premium-quality product in the medicinal and adult-use markets.”

According to the company statement, the proceeds will be used for the buildout of Flowr’s 85,000 square foot Kelowna, BC cultivation facility. The Kelowna facility, which is currently approximately 20% complete, is being built using proprietary designs and patent-pending growing systems that are expected to enable Flowr to grow ultra-clean, premium quality cannabis at scale and with high yields. Flowr expects the facility to reach full capacity in 2019, targeted to be in excess of 12,000 kilograms annually. The company is also building a 50,000 square foot research and development facility integrated into its Kelowna campus and funded through an exclusive alliance with the Hawthorne Gardening subsidiary.

Following the RTO, the shares will trade on the Toronto Venture Exchange with 13,807,734 subscription receipts sold at a price of C$2.60 per receipt for gross proceeds of C$35,900,104 with Clarus Securities and Eight Capital as the Agents.


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