Terrace Global Announces Agreement With the Flowr Corporation to Jointly Develop Outdoor Medical Cannabis Project in Portugal
14 5월 2020 - 7:00PM
Business Wire
Highlights:
- Terrace Global enters into an equity line and profit-sharing
agreement with The Flowr Corporation (TSXV: FLWR) with Terrace
Global to fund the operations at the Aljustrel outdoor site in
Portugal in exchange for common shares and warrants in Flowr plus a
25% share of net proceeds from medical cannabis sales from the 2020
season, subject to reduction of such share of net proceeds in
certain circumstances.
- Commencement of the first large-scale outdoor cultivation of
medical cannabis in the E.U.
- Terrace Global and Flowr to jointly operate at least 30
acres (12 hectares) of outdoor medical cannabis to cultivate at
Aljustrel site, leveraging operational expertise of both companies
and Flowr’s existing infrastructure in Aljustrel and Sintra,
Portugal
- As part of the Agreement, Terrace Global will be able to
leverage Holigen’s E.U. GMP facility located in Sintra,
Portugal.
- Terrace Global secures renewal option for the 2021 season on
5 acres (2 hectares) outdoor crop on substantially similar terms
but with a 50% split of net proceeds.
- The Agreement fast-tracks Terrace Global’s operations in
Portugal and provides a foundation for future extraction in the
E.U.
Terrace Global Inc. (“Terrace Global” or the
“Company”) (TSXV:TRCE) is pleased to announce it has entered
into an equity line and profit-sharing agreement (the
“Agreement”) with The Flowr Corporation (TSXV: FLWR)
(“Flowr”) for the purpose of jointly developing an outdoor
medical cannabis project in Portugal (the “Project”). Under
the terms of the Agreement, Terrace Global will fund certain
operations and certain capital expenditures relating to the Project
in exchange for the issuance of: (1) common shares of Flowr at the
volume weighted average trading price of the shares on the day
prior to such subscription less the maximum applicable discount
available under the TSX Venture Exchange (“TSXV”) subject to
a minimum price of $0.52 per share; and (2) warrants at an exercise
price equal to the greater of $0.76 and the minimum exercise price
permitted under the TSXV rules. In addition, the parties have
agreed to divide the net proceeds from the Project on a 75% basis
for Flowr and 25% basis for the Company, with an adjustment to 20%
for the Company in certain circumstances. As part of the Agreement,
a Technical Committee comprised of two representatives from the
Company and two representatives from Flowr will oversee the
Project. The Company also has a renewal option to cultivate at the
Aljustrel site during the 2021 season at its sole discretion in
exchange for a 50% split of net proceeds from the sale of any
medical cannabis derived from that season’s operations.
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Holigen’s E.U. GMP facility located in
Sintra, Portugal. (Photo: Business Wire)
In March 2020, Flowr received GMP (Good Manufacturing
Certification) certification in accordance with European Union
standards, for its manufacturing facility in Sintra, Portugal. The
GMP certification was issued by INFARMED, I.P. (“INFARMED”),
the Portuguese National Authority of Medicines and Health Products.
This GMP certification allows the facility to manufacture and
export GMP-certified finished medical cannabis products,
specifically dried flower (Part I and II), from Portugal to
international markets with legal medical cannabis regulations. The
Sintra facility is located just outside of Lisbon.
“In light of the recent market upheaval, Terrace Global has been
approached by several parties looking to access our operational
expertise in outdoor cultivation and our ability to fund
large-scale projects. The partnership with Flowr positions us well
to focus on low-cost outdoor cultivation within the European Union
at a time when there are still limited competitors,” commented
Francisco Ortiz von Bismarck, Chief Executive Officer of the
Company. “We are very excited to have Flowr as our outdoor medical
cannabis cultivation partner. Flowr is comprised of a team of
cannabis experts with extensive knowledge in the cultivation,
manufacturing and processing of medical cannabis. In 2020, Flowr
obtained GMP (Part I and II) from INFARMED at its production
facility in Sintra, Portugal. We expect to be able to leverage
Flowr’s operations and expertise, which will result in a very
significant win for the Company and its partners.”
The transactions contemplated
by the Agreement are subject to the approval of the
TSXV.
The shares and warrants
acquired by Terrace Global will be held only for investment
purposes. Terrace Global may from time to time in the future
increase or decrease its ownership, control or direction over
securities of Flowr, through market transactions, private
agreements or otherwise.
About Terrace Global
Terrace Global is a
multi-country operator (MCO) led by experienced cannabis
entrepreneurs focused on the development and acquisition of
international cannabis assets. Terrace Global’s focus is on
federally legal jurisdictions with existing domestic demand, low
cost inputs and approved for exportation. Terrace Global’s existing
asset platform consists of: (1) a 33.75% indirect equity interest
in one of the currently two recreational cannabis operations in
Uruguay; (2) 100% of Oransur, S.A., a Uruguayan company producing
high CBD hemp in Uruguay; (3) 100% of Terra Nova Produção e
Comercialização de Produtos Natuis e Farmacêuticos, Lda, a
Portuguese company with a pre-license issued by INFARMED for the
cultivation, importation, and exportation of medical cannabis in
Portugal; and (4) 100% of Pharmabinoide S.L., a Spanish company
producing and commercializing hemp in Spain. MariMed Inc. (OTCQX:
MRMD), a multi-state cannabis operator in the U.S., dedicated to
improving the health and wellness of people through the use of
cannabinoids and cannabis products, owns approximately 6% of
Terrace Global.
About Flowr
The Flowr Corporation is a Toronto-headquartered cannabis
company with operations in Canada, Europe, and Australia. Its
Canadian 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. Internationally, Flowr intends to service the
global medical cannabis market through its subsidiary Holigen,
which has a license for cannabis cultivation in Portugal and
operates GMP licensed facilities in both Portugal and
Australia.
FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements,
including, but not limited to, statements about the Company’s
future plans and intentions. Wherever possible, words such as
“may”, “will”, “should”, “could”, “expect”, “plan”, “intend”,
“anticipate”, “believe”, “estimate”, “predict” or “potential” or
the negative or other variations of these words, or similar words
or phrases, have been used to identify these forward-looking
statements. These statements reflect management’s current beliefs
and are based on information currently available to management as
at the date hereof.
Forward-looking statements involve significant risk,
uncertainties and assumptions. Many factors could cause actual
results, performance or achievements to differ materially from the
results discussed or implied in the forward-looking statements.
These factors should be considered carefully and readers should not
place undue reliance on the forward-looking statements. Although
the forward-looking statements contained in this news release are
based upon what management believes to be reasonable assumptions,
the Company cannot assure readers that actual results will be
consistent with these forward-looking statements. These
forward-looking statements are made as of the date of this news
release, and the Company assumes no obligation to update or revise
them to reflect new events or circumstances, except as required by
law.
Neither the TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release
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version on businesswire.com: https://www.businesswire.com/news/home/20200514005259/en/
Further Information
For further information regarding Terrace Global:
Terrace Global Inc. Francisco Ortiz von Bismarck, CEO and
Director E-mail: info@terraceglobal.ca Website:
www.terraceglobal.ca
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