The Flowr Corporation Completes Acquisition of 100% of Terrace Global Inc.
TORONTO, Dec. 29, 2020 (GLOBE NEWSWIRE) — The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) (“Flowr” or the “Company”) is pleased to announce that it acquired all of the issued and outstanding Common Shares of Terrace Global Inc. (“Terrace”) pursuant to a plan of arrangement (the “Arrangement”) pursuant to which shareholders of Terrace received 0.4973 of a common share in the capital of Flowr in exchange for each Terrace Share held. Pursuant to the Arrangement, Flowr acquired ownership of 290,687,569 Common Shares, representing 100% of the issued and outstanding Common Shares of Terrace.
Immediately before the completion of the Arrangement, Flowr did not own or control any Common Shares. Immediately after the completion of the Arrangement, Flowr owned 290,687,569 Common Shares, representing 100% of the issued and outstanding Common Shares.The Common Shares are expected to be delisted from the TSX Venture Exchange and Terrace will submit an application to cease to be a reporting issuer in Canada.On October 19, 2020, Flowr and Terrace entered into an arrangement agreement (the “Arrangement Agreement’) pursuant to which such parties agreed to effect the Arrangement and related matters. For a detailed summary of the Arrangement Agreement, please refer to the management information circular of Terrace dated November 13, 2020 (the “Circular”). Copies of the Arrangement Agreement and Circular of Terrace are filed on SEDAR (www.sedar.com) under Terrace’s issuer profile.The head office of Terrace is 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1. The head office of Flowr is located at 60 Adelaide Street East, Suite 1000, Toronto, Ontario, M5C 3E4For further information please refer to the Early Warning Report to be posted on Terrace’s SEDAR profile at www.sedar.com or which may be obtained by contacting Thierry Elmaleh, Head of Capital Markets of Flowr, at (877) 356-9726 ext. 1528.
Immediately before the completion of the Arrangement, Flowr did not own or control any Common Shares. Immediately after the completion of the Arrangement, Flowr owned 290,687,569 Common Shares, representing 100% of the issued and outstanding Common Shares.The Common Shares are expected to be delisted from the TSX Venture Exchange and Terrace will submit an application to cease to be a reporting issuer in Canada.On October 19, 2020, Flowr and Terrace entered into an arrangement agreement (the “Arrangement Agreement’) pursuant to which such parties agreed to effect the Arrangement and related matters. For a detailed summary of the Arrangement Agreement, please refer to the management information circular of Terrace dated November 13, 2020 (the “Circular”). Copies of the Arrangement Agreement and Circular of Terrace are filed on SEDAR (www.sedar.com) under Terrace’s issuer profile.The head office of Terrace is 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1. The head office of Flowr is located at 60 Adelaide Street East, Suite 1000, Toronto, Ontario, M5C 3E4For further information please refer to the Early Warning Report to be posted on Terrace’s SEDAR profile at www.sedar.com or which may be obtained by contacting Thierry Elmaleh, Head of Capital Markets of Flowr, at (877) 356-9726 ext. 1528.
