The Flowr Corporation 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.
About The Flowr Corporation
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.