Markham, On, Sept. 04, 2018
The Flowr Corporation (“Flowr” or “Company”), a vertically integrated cannabis company and Health Canada Licensed Producer, announced today that it has come to terms with incoming CEO Vinay Tolia pending regulatory approval.
Mr. Tolia, who was an early investor in Flowr and served as an advisor to the Company, brings deep knowledge of the cannabis industry and extensive financial and deal-making experience to the role. He is the managing member of Bengal Capital Trading LLC, a derivatives trading firm with a focus on listed equity options, and previously held roles with investment banking firms Peter J. Solomon Company and hedge fund Midtown Capital. Mr. Tolia attended the University of Michigan where he obtained a BA in economics and BSE in Industrial and Operations Engineering.
“Vinay will bring great knowledge, skill and energy to the role along with a passion for Flowr’s mission,” said Steve Klein, Flowr’s Chairman and Chief Strategist. “I’ve known and invested alongside Vinay for many years and look forward to working with him to make Flowr one of Canada’s leading licenced producers.”
“Joining Flowr as CEO at this historic time for the company and cannabis industry is truly a once in a lifetime opportunity,” said Mr. Tolia. “In just a short time, Flowr has obtained its Health Canada sales and cultivation licences, struck supply partnerships with several provinces, reached a groundbreaking research and development alliance, and made major progress on building what we expect to be the industry’s best cultivation facility. But there is much more to do and I am excited to lead Flowr on its journey to producing the best cannabis experience in the world.”
Flowr is a vertically-integrated cannabis company and Health Canada Licensed Producer that currently offers premium quality cannabis under the FlowrRx brand in the Canadian medicinal market. The Company has agreements with several provinces to provide its Flowr brand premium cannabis for sale in province-controlled adult-use retail channels following the expected October 17, 2018 legalization of adult recreational use in Canada.
Flowr is headquartered in Markham, Ontario and is completing the construction of an 85,000 square foot cultivation facility in Kelowna, British Columbia. 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 of The Scotts Miracle-Gro Company (NYSE: SMG).
Flowr also recently announced the completion of an oversubscribed subscription rights offering that raised approximately $C36 million and is a further step toward completing the Company’s previously announced plan to effect a reverse takeover of The Needle Capital Corp and become a listed company on the TSX Ventures exchange.
Mr. Tolia joins a management team that includes MedReleaf (TSX: LEAF) co- founder Tom Flow and a team of industry pioneers, successful start-up executives and top industry scientists. Key team members include:
Tom Flow, Co-Founder,President and Director
Tom is widely recognized globally for his cannabis thought leadership and expertise building and operating cannabis cultivation facilities. Tom co-founded MedReleaf in 2014 and sits on the boards of several cannabis-related companies including Plant Properties Inc.
Steven Klein, Co-Founder, Chairman and Chief Strategist
Steven is the Chief Executive Officer of Apple Core Holdings. Apple Core Holdings, founded in 1995, is a privately held company with investments across a range of verticals. It owns and operates hotels and event spaces, and provides seed capital to hedge funds, venture capital funds, and private equity funds. Apple Core Holdings also makes direct investments in early and mid-stage companies in a variety of fields, including Internet and mobile technologies and services, biotech, and entertainment. Previously, Steven was an attorney at Skadden Arps, and Slate, Meagher & Flom LLP.
Alex Dann, Chief Financial Officer
Alex is a bilingual chartered accountant with over 25 years of experience leading financial operations and strategic planning for multinational public companies, primarily in the mining and manufacturing sectors.
David Ralston, Chief Operating Officer
David is a senior executive with 30 years of experience in technology, service operations, sales and marketing and customer service in the telecommunications, Internet, data centre and software industries.
Lyle Oberg, Chief Policy and Medical Officer and Director
Lyle was a member of the Alberta Legislature from 1993 to 2008, and was the former Alberta Minister of Finance. Lyle was also formerly a medical doctor practising in Alberta.
David Miller, General Counsel and Director
David is the Chief Financial Officer and General Counsel of Apple Core Holdings (the business of which is described above). David studied accounting at The Wharton School of Business and received his law degree from Duke University.
Jason Broome, M.Sc., SVP, Operations
Jason has 15 years’ experience in the pharmaceutical industry with roles in: sales, marketing, business, unit management, government affairs and global advisory boards. Jason has established, operated and sold several healthcare-related companies. With a master’s degree in Molecular Genetics, Jason’s expertise spans all aspects of development. From molecule to market, Jason has led the commercialization of several key pharmaceutical brands.
The Flowr Corporation, through its subsidiaries, is a vertically-integrated Canadian cannabis company focused on the natural science of cannabis. With head offices in Markham, ON and production in Kelowna, BC, Flowr builds and operates large-scale, GMP compliant cultivation facilities utilizing its own patented growing systems. Flowr’s investment in research and development ensures that its master growers are able to supply patients with consistent, high-quality medicinal cannabis. With a sense of craftsmanship and a spirit of innovation, Flowr is also well positioned with a line of premium quality cannabis products for the upcoming adult-use market.
For more information, visit www.flowr.ca
Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Needle and Flowr, the Transaction (including receipt of Exchange approval, and the closing of the Transaction and timing thereof), the board of directors and management of the Resulting Issuer and the business to be conducted by the Resulting Issuer upon completion of the Transaction, completion of the Consolidation, the number of Needle Shares to be issued in connection with the Transaction and the relative ownership thereof, and the Subscription Receipt Financing and the use of proceeds therefrom. Such statements and information reflect the current view of Needle and/or Flowr, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: (i) there is no assurance that Needle and Flowr will obtain all requisite approvals for the Transaction, including the approval of the Exchange for the Transaction (which may be conditional upon amendments to the terms of the Transaction) or court approval of the Transaction; (ii) there is no assurance that the Subscription Receipt Financing will be completed as contemplated or at all; (iii) following completion of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations and financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer; (iv) new laws or regulations could adversely affect the Resulting Issuer’s business and results of operations; and (v) the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer’s securities, regardless of its operating performance. There are a number of important factors that could cause Needle’s and Flowr’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Needle; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, and general market and industry conditions. The terms and conditions of the Qualifying Transaction may be based on the Company’s due diligence and the receipt of tax, corporate and securities law advice for both the Company and Flowr. The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, Flowr, their securities, or their respective financial or operating results (as applicable).
Needle cautions that the foregoing list of material factors is not exhaustive. When relying on Needle’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Needle has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of Needle as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Needle does not undertake to update this information at any particular time except as required in accordance with applicable laws.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
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