The Flowr Corp.: Form 40F - Filed by newsfilecorp.com

Authorized

Outstanding

Voting or equity securities issued and outstanding

Unlimited Common Shares

4,200,000 Common Shares

Preferred Shares

Unlimited Preferred Shares

0001062993-19-000492.txt : 20190205 0001062993-19-000492.hdr.sgml : 20190205 20190204192756 ACCESSION NUMBER: 0001062993-19-000492 CONFORMED SUBMISSION TYPE: 40FR12B PUBLIC DOCUMENT COUNT: 198 FILED AS OF DATE: 20190205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Flowr Corp CENTRAL INDEX KEY: 0001752524 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40FR12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-38798 FILM NUMBER: 19565854 BUSINESS ADDRESS: STREET 1: 100 ALLSTATE PARKWAY STREET 2: STE. 201 CITY: MARKHAM STATE: A6 ZIP: L3R 6H3 BUSINESS PHONE: 905-940-3993 MAIL ADDRESS: STREET 1: 100 ALLSTATE PARKWAY STREET 2: STE. 201 CITY: MARKHAM STATE: A6 ZIP: L3R 6H3 40FR12B 1 form40fr12b.htm FORM 40FR12B The Flowr Corp.: Form 40F - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F

[X] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
[ ] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended _________________________

Commission File Number __________________________

The Flowr Corporation
(Exact name of Registrant as specified in its charter)

Ontario, Canada	2833	N/A
(Province or other jurisdiction of	(Primary Standard Industrial Classification	(I.R.S. Employer
incorporation or organization)	Code Number)	Identification Number)

100 Allstate Parkway

Suite 201

Markham, Ontario L3R 6H3

Canada

(905) 940-3993

(Address and telephone number of Registrant’s principal executive offices)

DL Services Inc.

701 Fifth Avenue, Suite 6100

Seattle, Washington 98104-7043

(206) 903-8800

(Name, address (including zip code) and telephone number (including

area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Shares, no par value	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None For annual reports, indicate by check mark the information filed with this Form:

[ ] Annual information form

[ ] Audited annual financial statements

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. [ ] Yes [ x ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. [ x ] Yes [ ] No

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

INTRODUCTORY INFORMATION

The Flowr Corporation (the “Company” or the “Registrant”) is a Canadian public company whose common shares are listed on the TSX Venture Exchange (the “Exchange”). The Company is a “foreign private issuer” as defined in Rule 405 under Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is eligible to file this registration statement on Form 40-F (the “Registration Statement”) pursuant to the Canada/United States multi-jurisdictional disclosure system (the “MJDS”).

PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(1) of Form 40-F, the Company hereby incorporates by reference Exhibits 99.1 through 99.52, as set forth in the Exhibit Index attached hereto. In accordance with General Instruction D.(5) of Form 40-F, the Company hereby incorporates by reference 99.53, as set forth in the Exhibit Index attached hereto. In accordance with General Instruction D.(9) of Form 40-F, the Company has filed a consent of MNP, LLP as Exhibit 99.54.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Company may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

DESCRIPTION OF COMMON SHARES

The common shares of the Company have the following rights, privileges, restrictions and conditions:

	1.	Voting Rights. The holders of the common shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Company and shall confer the right to one (1) vote for each common share held at all meetings of the shareholders of the Company, except for meetings at which only holders of another class or series of shares of the Company are entitled to vote separately as a class or series.
	2.	Dividends. The holders of the common shares shall be entitled to receive, as and when properly declared by the board of directors of the Company dividends on the common shares at any time outstanding which the directors may determine to declare and pay in any fiscal year of the Company, provided that the directors shall declare dividends on the preferred shares, or on any other class of shares without being obliged to declare any dividends on the common shares of the Company.
	3.	Liquidation, Dissolution and Winding-up. In the event of the liquidation, dissolution or winding up of the Company, whether voluntary of involuntary, or any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, subject to the prior rights of the holders of the preferred shares and to any other shares ranking equal to the common shares, the holders of the common shares shall be entitled to receive the remaining property and assets of the Company.

FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this document constitute “forward-looking statements”. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “propose”, “anticipate”, “believe”, used by any of the Company’s management, are intended to identify forward-looking statements. Such statements reflect the Company’s forecasts, estimates and expectations, as they relate to the Company’s current views based on their experience and expertise with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. There can be no assurance that it will be completed as proposed or at all. The Company does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments unless required by law.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS

The following table lists, as of June 30, 2018, information with respect to the Company’s known contractual obligations in Canadian dollars. As of June 30, 2018, the Company was a shell company and did not have any contractual obligations.

				Payments due by period
				Less than						More than
Contractual Obligations		Total		1 year		1-3 years		3-5 years		5 years
Long-Term Debt Obligations		-		-		-		-		-
Capital (Finance) Lease Obligations		-		-		-		-		-
Operating Lease Obligations		-		-		-		-		-
Purchase Obligations		-		-		-		-		-
Other Long-Term Liabilities Reflected on the Company’s Balance Sheet under IFRS – of the primary financial statements		-		-		-		-		-
Total	$	0	$	0	$	0	$	0	$	0

The following table lists, as of September 30, 2018, information with respect to the Company’s known contractual obligations in Canadian dollars.

The September 30, 2018 table reflects the completion of the reverse takeover of the Company.

				Payments due by period
				Less than						More than
Contractual Obligations		Total		1 year		1-3 years		3-5 years		5 years
Long-Term Debt Obligations		-		-		-		-		-
Capital (Finance) Lease Obligations		-		-		-		-		-
Operating Lease Obligations	$	7,979,171	$	462,475	$	1,026,248	$	561,888	$	5,928,560
Purchase Obligations	$	32,178		-		-		-		-
Other Long-Term Liabilities Reflected on the Company’s Balance Sheet under IFRS – of the primary financial statements		-		-		-		-		-
Total	$	8,011,349	$	462,475	$	1,026,248	$	561,888	$	5,928,560

NASDA Q CORPORATE GOVERNANCE

A foreign private issuer that follows home country practices in lieu of certain provisions of the NASDAQ Stock Market Rules must disclose the ways in which its corporate governance practices differ from those followed by domestic companies. As required by NASDAQ Rule 5615(a)(3), the Company will disclose on its website, as of the listing date, each requirement of the NASDAQ Stock Market Rules that it does not follow and describe the home country practice followed in lieu of such requirements.

UNDERTAKING

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.

Any change to the name or address of the Company’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Company.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE FLOWR CORPORATION


	By: .	/s/ Alex Dann
	Name:	Alex Dann
	Title:	Chief Financial Officer

Date: February 4, 2019

EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

Exhibit	Description
99.1	Certification of Annual Filings by CFO dated August 29, 2017
99.2	Certification of Annual Filings by CEO dated August 29, 2017
99.3	Material change report filed September 18, 2017
99.4	Management’s Discussion and Analysis of The Needle Capital Corporation for the three months ended September 30, 2017
99.5	Certification of Interim Filings by CFO dated November 29, 2017
99.6	Certification of Interim Filings by CEO dated November 29, 2017
99.7	Interim Consolidated Financial Statements of The Needle Capital Corporation for the three months ended September 30, 2017
99.8	Management’s Discussion and Analysis of The Needle Capital Corporation for the three and six months ended December 31, 2017
99.9	Certification of Interim Filings by CFO dated February 23, 2018
99.10	Certification of Interim Filings by CEO dated February 23, 2018
99.11	Management Information Circular dated March 9, 2018 in connection with the April 13, 2018 Annual and Special Meeting of Shareholders
99.12	Form of proxy dated March 9, 2018
99.13	Certification of Interim Filings by CFO dated May 30, 2018
99.14	Certification of Interim Filings by CEO dated May 30, 2018
99.15	Interim Consolidated Financial Statements of The Needle Capital Corporation for the three and nine months ended March 31, 2018
99.16	Filing statement dated September 19, 2018
99.17	Material change report filed September 26, 2018
99.18	Articles of Amendment dated September 20, 2018
99.19	Business Combination Agreement dated August 27, 2018 among The Flowr Corporation, The Needle Capital Corp. and 262253 Ontario Inc.
99.20	Amendment to Business Combination Agreement dated September 10, 2018
99.21	Articles of Continuance dated September 25, 2018
99.22	Press release dated October 3, 2018
99.23	Press release dated October 4, 2018
99.24	Press release dated October 10, 2018
99.25	Press release dated October 11, 2018
99.26	Press release dated October 12, 2018
99.27	Press release dated October 25, 2018
99.28	Code of conduct (employee handbook) filed October 26, 2018
99.29	Notice filed October 31, 2018 of change in corporate structure
99.30	Audited Financial Statements of The Needle Corporation for the year ended June 30, 2018 and the period from June 1, 2016 to June 30, 2017
99.31	Management’s Discussion and Analysis of The Needle Corporation for the year ended June 30, 2018
99.32	Certification of Annual Filings by CFO dated November 2, 2018
99.33	Certification of Annual Filings by CEO dated November 2, 2018
99.34	Press release dated November 9, 2018
99.35	Press release dated November 26, 2018
99.36	Condensed Interim Consolidated Financial Statements of the Company for the three and nine month period ended September 2018 and 2017
99.37	Management’s Discussion and Analysis of the Company for the three and nine months ended September 30, 2018 and 2017
99.38	Certification of Interim Filings by CFO dated November 28, 2018
99.39	Certification of Interim Filings by CEO dated November 28, 2018
99.40	Press release dated November 28, 2018
99.41	Press release dated November 30, 2018
99.42	Management Information Circular dated November 26, 2018 in connection with the December 28, 2018 Special Meeting of Shareholders,
99.43	Code of Business Conduct and Ethics effective November 28, 2018

Exhibit	Description
99.44	Press release dated December 14, 2018
99.45	Press release dated December 20, 2018
99.46	Articles of Amalgamation dated January 1, 2019
99.47	Press release dated January 9, 2019
99.48	Press release dated January 24, 2019
99.49	Press release dated January 25, 2019
99.50	Press release dated January 29, 2019
99.51	Press release dated January 31, 2019
99.52	Escrow agreement dated June 16, 2017
99.53	Form of common share certificate
99.54	Consent of MNP, LLP

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 The Flowr Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

Form 52-109FV1

CERTIFICATION OF ANNUAL FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Daniel Lanskey, Chief Financial Officer of The Needle Capital Corp., certify the following:

1.	*Review:* I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of The Needle Capital Corp. (the “issuer”) for the financial year ended June 30, 2017.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: August 29, 2017

“Daniel Lanskey”

Daniel Lanskey

Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 The Flowr Corp.: Exhibit 99.2 - Filed by newsfilecorp.com

Form 52-109FV1

CERTIFICATION OF ANNUAL FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Daniel Lanskey, Chief Executive Officer of The Needle Capital Corp., certify the following:

1.	*Review:* I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of The Needle Capital Corp. (the “issuer”) for the financial year ended June 30, 2017.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: August 29, 2017

“Daniel Lanskey”

Daniel Lanskey

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 The Flowr Corp.: Exhibit 99.3 - Filed by newsfilecorp.com

COLSON CAPITAL CORP.
MATERIAL CHANGE REPORT
FORM 51-102F3

Item 1.

Name and Address of Corporation

The Needle Capital Corp.
1900, 520 - 3rd Avenue, SW
Calgary, Alberta
T2P 0R3

Item 2.

Date of Material Change

September 15, 2017

Item 3.

News Release

A news release was disseminated on September 15, 2017 via Nasdaq GlobeNewswire.

Item 4.

Summary of Material Change

The Needle Capital Corp. (the “Corporation”) successfully completed its initial public offering.

Item 5.

5.1 Full Description of Material Change

The Corporation (TSXV: NEDL.P) successfully completed its initial public offering of 3,000,000 common shares of the Corporation (“Common Shares”) at a price of $0.10 per Common Share for gross proceeds of $300,000 (the “Offering”). After completion of the Offering, the Corporation now has 7,200,000 Common Shares issued and outstanding.

Industrial Alliance Securities Inc. (the “Agent”) acted as the agent for the Offering and in connection therewith, the Corporation granted the Agent warrants (the “Agent’s Warrants”) which entitle the Agent, and certain sub-agents, to purchase in aggregate up to 300,000 Common Shares at an exercise price $0.10 per Common Share. The Agent’s Warrants will expire 24 months from the date the Common Shares were listed on the TSX Venture Exchange (the “Exchange”), which was September 15, 2017. The Agent also received a cash commission equal to 10% of the gross proceeds of the Offering, a corporate finance fee of $10,000 and was reimbursed for its legal fees and reasonable expenses.

Concurrent with the closing of the Offering, the Corporation also granted options to acquire an aggregate of 720,000 Common Shares at an exercise price of $0.10 per Common Share to the directors and officers of the Corporation, which options expire five years from the date of grant.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6.

Reliance on Section 7.1(2) of National Instrument 51-102

This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102.

Item 7.

Omitted Information

Not applicable.

Item 8.

Executive Officer

The name and business number of the executive officer of the Corporation who is knowledgeable about the material change and this report is:

Daniel Lanskey– Director, President, Chief Executive Officer
Tel: 61 40888518

Item 9.

Date of Report

September 18, 2017

EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 The Flowr Corp.: Exhibit 99.4 - Filed by newsfilecorp.com

The Needle Capital Corp.
Management Discussion and Analysis
Three Months Ended September 30, 2017

FORM 51-102F1

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with the Corporation’s financial statements and notes thereto for the three months ended September 30, 2017. Additional information relating to the Corporation is available on SEDAR at www.sedar.com.

This MD&A was prepared by management of The Needle Capital Corp. (“the Corporation”), and was approved by the Board of Directors on November 29, 2017. All amounts are in Canadian dollars unless otherwise stated.

Forward-Looking Statements

Certain statements contained in this document constitute “forward-looking statements”. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “propose”, “anticipate”, “believe”, used by any of the Corporation’s management, are intended to identify forward-looking statements. Such statements reflect the Corporation’s forecasts, estimates and expectations, as they relate to the Corporation’s current views based on their experience and expertise with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Corporation’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. There can be no assurance that it will be completed as proposed or at all. The Corporation does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments unless required by law.

Description of the Business

The Corporation was incorporated under the Business Corporations Act (Alberta) on June 1, 2016 with the intent to being classified as a Capital Pool Company as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”) corporate finance manual. The Corporation has no assets other than cash and sales tax recoveries. The Corporation proposes to identify and evaluate potential acquisitions or businesses, and once identified and evaluated, to negotiate an acquisition or participation subject to regulatory and, if required, shareholders’ approval.

The Corporation operates from its primary office in Calgary, Alberta, Canada. Its registered head office is located at 1900, 520 3^rd Avenue S.W., Calgary, Alberta T2P 0R3.

Selected Financial Information

The Corporation was incorporated under the Business Corporation Act (Alberta) on June 1, 2016 and June 30 is the date of its fiscal year end.

The following selected financial data is derived from the financial statements of the Corporation prepared within acceptable limits of materiality and are in accordance with International Financial Reporting Standards applicable to the preparation of interim financial statements, including IAS 34.

The Needle Capital Corp.

Management Discussion and Analysis

For the three months ended September 30, 2017

Selected Statement of Financial Position Data

		As at September		As at June
		30, 2017		30, 2017
Net working capital	$	363,454	$	203,369
Total current assets	$	367,454	$	232,869
Total current liabilities	$	4,000	$	29,500
Total shareholders’ equity	$	363,454	$	203,369

Selected Statement of Operations Data

		Three Months Ended
		September 30, 2017
Expenses	$	89,515
Net loss for the period	$	(89,515	)

The Corporation does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition.

During the three months ended September 30, 2017, the Corporation recorded a net loss of $89,515 consisting of professional fees, filing and communication fees.

Liquidity, Capital Resources, and Outlook

As at September 30, 2017, the Corporation had working capital of $363,454 and $367,454 in cash. Management believes that it has sufficient cash to meet its ongoing obligations and its objective of completing a Qualifying Transaction. However, additional equity or debt financing may be required to complete a Qualifying Transaction.

There can be no assurance that the Corporation will be able to obtain adequate financing to complete a Qualifying Transaction.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as at September 30, 2017.

Critical Accounting Estimates and Policies

The Corporation’s significant accounting policies and the adoption of new accounting policies are disclosed in the unaudited financial statements for the year ended September 30, 2017.

Financial Instruments and Other Instruments

The Corporation’s financial instruments consist of cash and accounts payable and accruals. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments and that the fair value of these financial instruments approximates their carrying values, as applicable.

The Needle Capital Corp.

Management Discussion and Analysis

For the three months ended September 30, 2017

Disclosure of Outstanding Share Data

As at the date of this MD&A, the following is a description of the outstanding equity securities and convertible securities previously issued by the Corporation:

	Authorized	Outstanding

Voting or equity securities issued and outstanding	Unlimited Common Shares	7,200,000 Common Shares

Preferred Shares	Unlimited Preferred Shares	Nil

Securities convertible or exercisable into voting or equity securities – stock options	Directors’ and officers’ stock options to acquire up to 10% of the issued and outstanding common shares	Directors’ and officers’ stock options to acquire up to 300,000 common shares at an exercise price of $0.10 per common share

	Agent’s options to acquire up to 10% of the common shares issued in connection with the initial public offering	Agent’s options to acquire up to 720,000 common shares at an exercise price of $0.10 per common share



Voting or equity securities issuable on conversion or exchange of outstanding securities	as above	as above

Related party transactions

Key management compensation during the three months ended September 30, 2017 was $nil (2016 - $nil).

During the three months ended September 30, 2017 the Company incurred approximately $36,700 in legal fees for services in relation to the IPO and other general matters provided by a law firm whose partner is a director of the Company. As at September 30, 2017 $nil is owing to this law firm.

Transactions with related parties are incurred in the normal course of business.

Risks and Uncertainties

The Corporation has a limited history of existence. There can be no assurance that a Qualifying Transaction will be completed. Equity or debt financing may be required to complete a Qualifying Transaction. There can be no assurance that the Corporation will be able to obtain adequate financing to continue. The securities of the Corporation should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Corporation's securities:

The Needle Capital Corp.

Management Discussion and Analysis

For the three months ended September 30, 2017

(a)	until completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;

(b)	the Corporation has had no business activity and has not acquired any material assets since its incorporation other than cash;

(c)	the Corporation does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;

(d)	the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction;

(e)	even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction;

(f)	the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation;

(g)	there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;

(h)	if the Corporation fails to complete a Qualifying Transaction within 24 months of listing, the TSX Venture Exchange could suspend or delist the common shares of the Corporation and an interim cease trade order may be issued against the Corporation’s securities by an applicable securities commission if its common shares are suspended from trading on or delisted from the TSX Venture Exchange or otherwise; and

(i)	the Corporation competes with many Capital Pool Companies that are seeking suitable Qualifying Transactions. In addition, other Capital Pool Companies may have substantially greater financial and technical resources than the Corporation.

Other Information

The policies of the TSX Venture Exchange prohibit Capital Pool Companies from carrying on formal investor relations activities. Corporate communications and investor inquiries are handled by the Directors of the Corporation. Additional information about the Corporation is available on SEDAR at www.sedar.com.

Subsequent Event

The Company filed a prospectus dated June 16, 2017 with the securities regulatory authorities in the provinces of Alberta, Saskatchewan and British Columbia, and pursuant to an Agency Agreement dated June 16, 2017 (the "Agency Agreement") between the Company and Industrial Alliance Securities Inc. (the "Agent"), is offering 3,000,000 Common Shares at $0.10 (the “Offering”) per share to the public for total estimated proceeds of $300,000 (before transaction costs).

The Needle Capital Corp.

Management Discussion and Analysis

For the three months ended September 30, 2017

Pursuant to the Agency Agreement, the Agent will be granted an option to purchase up to 300,000 Common Shares equal to 10% offered securities sold at a price of $0.10 per Agent’s Share, and expiring 24 months from the date of the Company’s shares are listed on the TSX Venture Exchange (the “Exchange”). In addition, and subject to regulatory approval, the Company also intends to grant Share Options to purchase an aggregate of 720,000 Common Shares to directors and officers under the Company’s share option plan, which would be exercisable at $0.10 per Common Share for a period of 5 years from the date of grant.

The Company will pay the Agent a cash commission equal to 10%, or $30,000, of the gross proceeds of the Offering, a corporate finance fee of $10,000 and reasonable expenses for which a $10,000 retainer will be provided. Including the corporate finance fee, Agent’s commission, additional professional, listing and filing fees to complete the Offering, cash issue costs are estimated to be $115,250, including deferred financing costs currently recorded in the Statement of Financial Position.

EX-99.5 6 exhibit99-5.htm EXHIBIT 99.5 The Flowr Corp.: Exhibit 99.5 - Filed by newsfilecorp.com

Form 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Daniel Lanskey, Chief Financial Officer of The Needle Capital Corp., certify the following:

1 Review: I have reviewed the interim financial report and interim MD&A (together the “interim filings”) of The Needle Capital Corp. (the issuer) for the interim period ended September 30, 2017.

2 No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3 Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 29, 2017

“Daniel Lanskey”

Daniel Lanskey

Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52- 109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.6 7 exhibit99-6.htm EXHIBIT 99.6 The Flowr Corp.: Exhibit 99.6 - Filed by newsfilecorp.com

Form 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Daniel Lanskey, Chief Executive Officer of The Needle Capital Corp., certify the following:

Date: November 29, 2017

“Daniel Lanskey”

Daniel Lanskey

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52- 109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.7 8 exhibit99-7.htm EXHIBIT 99.7 The Flowr Corp.: Exhibit 99.7 - Filed by newsfilecorp.com

The Needle Capital Corp.

(A Capital Pool Corporation)

Condensed Interim Financial Statements

For the three months ended September 30, 2017

(expressed in Canadian dollars)

(Unaudited)

The Needle Capital Corp.

Condensed Interim Statement of Financial Position

As at:

		September 30,			June 30,
		2017			2017
		(Unaudited)			(Audited)

Assets
Current
Cash	$	367,454		$	176,369
Deferred financing costs (Note 4)		-			56,500
Total assets	$	367,454		$	232,869


Liabilities
Current
Accounts payable and accruals	$	4,000		$	29,500

Shareholders' Equity
Share capital (Note 4)	$	385,600		$	210,000
Contributed surplus		74,000			-
Deficit		(96,146	)		(6,631	)
Total shareholders’ equity	$	363,454		$	203,369
Total liabilities and shareholders’ equity	$	367,454		$	232,869

Approved on behalf of the Board

“Signed”		“Signed”
Director		Director

The accompanying notes are an integral part of these condensed interim financial statements

- 1 -

The Needle Capital Corp.

Condensed Interim Statement of Loss and Comprehensive Loss

For the three month periods ended September 30,

(Unaudited)


		2017			2016
Expenses
Professional fees	$	22,015		$	-
Stock-based compensation (Note 4)		57,000			-
Filing and communication fees		10,500			-
Net loss and comprehensive loss	$	89,515		$	-

Loss per share		(0.8	)		-

Weighted average number of shares – basic and diluted (Note 4)		500,000			-

The accompanying notes are an integral part of these condensed interim financial statements

- 2 -

The Needle Capital Corp.

Condensed Interim Statement of Changes in Shareholders’ Equity

For the three month periods ended September 30, 2017 and 2016

(Unaudited)

	Share		Contributed			Shareholders’
	Capital		Surplus	Deficit		Equity
	($)		($)	($)		($)
As at June 30, 2016	-		-	-		-
Share issuance (Note 4)	210,000		-	(6,631	)	203,369
Share issuance	184,660		-	-		184,660
As at September 30, 2016	184,660		-	-		184,660
As at June 30, 2017	210,000		-	(6,631	)	203,369
Share issuance (Note 4)	192,600		-	-		192,600
Agent warrants (Note 4)	(17,000	)	17,000	-		-
Option issuance (Note 4)	-		57,000	-		57,000
Net loss for the period	-		-	(89,515	)	(89,515	)
As at September 30, 2017	385,600		74,000	(96,146	)	363,454

The accompanying notes are an integral part of these condensed interim financial statements

- 3 -

The Needle Capital Corp.

Condensed Interim Statement of Cash Flows

For the three month periods ended September 30,

(unaudited)

Cash provided by the following activities:
Operating activities		2016		2017
Net loss	$	-	$	(89,515	)
Stock-based compensation		-		57,000
Change in non-cash working capital:
Accounts payable and accruals	$	-	$	(25,500	)
Cash flows used in operating activities		-		(58,015	)
Financing activities
Issuance of common shares (Note 4)	$	184,660	$	249,100
Cash flows provided by financing activities		184,660		249,100
Increase in cash resources		184,660		191,085
Cash resources, beginning of period		-		176,369
Cash resources, end of period	$	184,660	$	367,454

The accompanying notes are an integral part of these condensed interim financial statements

- 4 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three month periods ended September 30, 2017

(Unaudited)

1.	Incorporation and operations

The Needle Capital Corp. (the "Company") was incorporated on June 1, 2016 by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta). The Company is classified as a Capital Pool Company (“CPC”) as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a qualifying transaction under the Exchange rules.

The head office and registered office of the Company is located at 1900, 520 – 3^rd Street SW, Calgary, Alberta.

The Company issued 4,200,000 common shares for an amount of $210,000 and on June 16, 2017 the Company’s prospectus for an Initial Public Offering (“IPO”) of the Company’s common shares was receipted by the regulatory authorities. The IPO closed on September 15, 2017 and a total of 3,000,000 common shares were issued at a price of $0.10 per common share. The Company’s shares commenced trading on September 15, 2017 under the symbol NEDL.P.

Where an acquisition or participation is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing.

There is no assurance that the Company will identify a business or asset that warrants acquisition or participation within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or de-list the Company's shares from trading.

2.	Basis of preparation

Statement of compliance

The condensed interim financial statements for the period ended September 30, 2017 have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), including IAS 34 Interim Financial Reporting. These condensed interim financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the Company’s June 30, 2017 annual audited financial statements.

These condensed interim financial statements were authorized for issue in accordance with a resolution of the board of directors on November 29, 2017.

Basis of measurement

These condensed interim financial statements are stated in Canadian dollars and were prepared on a going concern basis, under the historical cost convention.

Functional and presentation currency

These condensed interim financial statements are presented in Canadian dollars, which is the Company’s functional currency.

- 5 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three month periods ended September 30, 2017

(Unaudited)

3.	Significant accounting policies

These condensed interim consolidated financial statements have been prepared, for all periods presented, following the same accounting policies and methods of computation as the financial statements for the year ended June 30, 2017.

Significant accounting estimates and judgements

The preparation of the financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates.

Estimates

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

Fair value of financial instruments

The estimated fair value of financial assets and liabilities, by their very nature, are subject to measurement uncertainty.

Taxes

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

Judgements

The key areas of judgment that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

Taxes

The Company recognizes deferred tax assets to the extent that it is probable that future taxable profits will be available to utilize the Company’s deductible temporary differences which are based on management’s judgement on the degree of future taxable profits. To the extent that future taxable profits differ significantly from the estimates impacts the amount of the deferred tax assets management judges is probable.

Financial instruments

The Company is required to classify its various financial instruments into certain categories for the financial instruments’ initial and subsequent measurement. This classification is based on management’s judgement as to the purpose of the financial instrument and to which category is most applicable.

Stock options

The Company records stock-based payments based on management’s judgement of highly subjective assumptions including the expected exercise date of options, which is impacted by the timing of completion of the Qualifying Transaction, and price volatility.

- 6 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three month periods ended September 30, 2017

(Unaudited)

4.	Share capital

Authorized:

Unlimited number of Common Shares, without nominal or par value
Unlimited number of non-voting Preferred shares issuable in series

Issued: Common Shares

	Number of
	Shares	$
At incorporation	-	-
Issued for cash (i)	4,200,000	210,000
As at June 30, 2017	4,200,000	210,000
Issued for cash (ii)	3,000,000	300,000
Share issue costs	-	(124,400	)
As at September 30, 2017	7,200,000	385,600

	(i)	The Company issued 4,200,000 Common Shares to directors of the Company at a price of $0.05 per share. All 4,200,000 Common Shares are subject to an escrow agreement. These 4,200,000 Common Shares, which are considered contingently issuable until the Company completes a Qualifying Transaction, are not considered to be outstanding for the purpose of the loss per share calculation.

	(ii)	During the period ended September 30, 2017, the Company completed its initial public offering and raised gross proceeds of $300,000 through the issuance of 3,000,000 Common Shares at a price of $0.10 per share. Included in share issuance costs is $56,500 relating to the June 30, 2017 deferred costs balance.

		The Company granted warrants to the agent (the “Agent’s Warrants”) which entitles the Agent to purchase in aggregate up to 300,000 Common Shares at an exercise price $0.10 per Common Share. The Agent’s Warrants will expire 24 months from the date the Common Shares were listed on the Exchange. The Agent also received a cash commission equal to 10% of the gross proceeds of the Offering, a corporate finance fee of $10,000 and was reimbursed for its legal fees and reasonable expenses. The value of the Agent Warrants is $17,000 as determined by the Black-Scholes option pricing model, and has been recorded as share issue costs.

Escrow

The Company has issued 4,200,000 Common Shares subject to an escrow agreement whereby 10% of the shares will be released upon completion and approval of the Company’s qualifying transaction. An additional 15% of the escrowed Common shares will be released on each six month anniversary thereafter unless otherwise permitted by the Exchange. Common Shares issued upon the exercise of options held by officers and directors are subject to the same escrow conditions. Common Shares issued upon the exercise of the Agent’s options are restricted such that only 50% of the issued shares on exercise of such options may be sold prior to the Company completing a qualifying transaction.

Share-based payments

The Company has adopted an incentive stock option plan which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and consultants to the Company, non-transferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Common Shares. However, other than in connection with a Qualifying Transaction, during the time that the Company is a CPC, the aggregate number of Common Shares issuable upon exercise of all options granted under the Option Plan shall not exceed 10% of the Common Shares of the Company issued and outstanding at the closing of the Company's initial public offering. Such options will be exercisable for a period of up to five years from the date of grant and vest immediately.

- 7 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three month periods ended September 30, 2017

(Unaudited)

4.	Share capital (continued)

		Weighted average
	Number of options	exercise price
*Options*	(#)	($)
As at June 30, 2017	-	-
Issued to directors and officers	720,000	0.10
As at September 30, 2017	720,000	0.10

	Number	Weighted average
	of warrants	exercise price
*Warrants*	(#)	($)
As at June 30, 2017	-	-
Issued to agents	300,000	0.10
As at September 30, 2017	300,000	0.10

The Black-Scholes option pricing model was used to estimate the fair value of options and warrants on the date of grant using the following assumptions:

Risk-

free

Expected

interest

Expected

dividend

Expected

Forfeiture

Expiry

rate

life

yield

volatility

Rate

(year)

(%)

(years)

(%)

Directors and officers

2022

1.80

5.0

0.0

110

0.0

Agent warrants

2019

0.58

2.0

0.0

110

0.0

The fair value of the options granted to directors and officers of $57,000 is included in share-based payment expense on the statement of net loss and comprehensive loss.

5.	Related party transactions

Key management compensation during the three months ended September 30, 2017 was $nil (2016 - $nil).

Transactions with related parties are incurred in the normal course of business.

6.	Capital disclosures

The Company’s capital consists of share capital. The Company’s objective for managing capital is to maintain sufficient capital to identify, evaluate and complete an acquisition or other transaction as disclosed in Note 1.

The Company sets the amount of capital in relation to risk and manages the capital structure and makes adjustments to it in light of changes to economic conditions and the risk characteristics of the underlying assets.

- 8 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three month periods ended September 30, 2017

(Unaudited)

6.	Capital disclosures (continued)

The Company’s objectives when managing capital are:

	i.	to maintain a flexible capital structure, which optimizes the cost of capital at acceptable risk; and,

	ii.	to maintain investor, creditor and market confidence in order to sustain the future development of the business.

The Company is not subject to any externally or internally imposed capital requirements at period-end.

7.	Financial instruments

The Company, as part of its operations, carries financial instruments consisting of cash and accounts payable and accruals. It is management's opinion that the Company is not exposed to significant credit, interest, or currency risks arising from these financial instruments except as otherwise disclosed.

Fair value

Fair value represents the price at which a financial instrument could be exchanged in an orderly market, in an arm's length transaction between knowledgeable and willing parties who are under no compulsion to act. The Company classifies the fair value of the financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument.

	Level 1:	Fair value measurements are those derived from quoted prices (unadjusted) in the active market for identical assets or liabilities.

	Level 2:	Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices).

	Level 3:	Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

The fair value of cash is determined on level 1 inputs. The carrying amount of cash and account payable and accruals approximates its fair value due to the short-term maturities of these items.

Credit Risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. The Company believes it has no significant credit risk.

Liquidity Risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at September 30, 2017, the Company had a cash balance of $367,454 to settle liabilities of $4,000.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company has no market risks.

- 9 -

EX-99.8 9 exhibit99-8.htm EXHIBIT 99.8 The Flowr Corp.: Exhibit 99.8 - Filed by newsfilecorp.com

The Needle Capital Corp.

Management Discussion and Analysis

Three and Six Months Ended December 31, 2017

FORM 51-102F1

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with the Corporation’s financial statements and notes thereto for the six months ended December 31, 2017. Additional information relating to the Corporation is available on SEDAR at www.sedar.com.

This MD&A was prepared by management of The Needle Capital Corp. (“the Corporation”), and was approved by the Board of Directors on February 23, 2018. All amounts are in Canadian dollars unless otherwise stated.

Forward-Looking Statements

Description of the Business

The Corporation operates from its primary office in Calgary, Alberta, Canada. Its registered head office is located at 1900, 520 3^rd Avenue S.W., Calgary, Alberta T2P 0R3.

Selected Financial Information

The Corporation was incorporated under the Business Corporation Act (Alberta) on June 1, 2016 and June 30 is the date of its fiscal year end.

The Needle Capital Corp.

Management Discussion and Analysis

For the three and six months ended December 31, 2017

Selected Statement of Financial Position Data

		As at December		As at June
		31, 2017		30, 2017
Net working capital	$	358,217	$	203,369
Total current assets	$	365,717	$	232,869
Total current liabilities	$	7,500	$	29,500
Total shareholders’ equity	$	358,217	$	203,369

Selected Statement of Operations Data

		Three Months Ended			Six Months Ended
		December 31, 2017			December 31, 2017
Expenses	$	5,237		$	94,752
Net loss for the period	$	(5,237	)	$	(94,752	)

The Corporation does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition.

During the six months ended December 31, 2017, the Corporation recorded a net loss of $94,752 consisting of professional fees, filing and communication fees, and stock based compensation.

Liquidity, Capital Resources, and Outlook

As at December 31, 2017, the Corporation had working capital of $358,217 and $365,717 in cash. Management believes that it has sufficient cash to meet its ongoing obligations and its objective of completing a Qualifying Transaction. However, additional equity or debt financing may be required to complete a Qualifying Transaction.

There can be no assurance that the Corporation will be able to obtain adequate financing to complete a Qualifying Transaction.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as at December 31, 2017.

Critical Accounting Estimates and Policies

The Corporation’s significant accounting policies and any adoption of new accounting policies are disclosed in the unaudited financial statements for the period ended December 31, 2017.

Financial Instruments and Other Instruments

The Needle Capital Corp.

Management Discussion and Analysis

For the three and six months ended December 31, 2017

Disclosure of Outstanding Share Data

As at the date of this MD&A, the following is a description of the outstanding equity securities and convertible securities previously issued by the Corporation:

	Authorized	Outstanding

Voting or equity securities issued and outstanding	Unlimited Common Shares	7,200,000 Common Shares

Preferred Shares	Unlimited Preferred Shares	Nil

Securities convertible or exercisable into voting or equity securities – stock options	Directors’ and officers’ stock options to acquire up to 10% of the issued and outstanding common shares	Directors’ and officers’ stock options to acquire up to 720,000 common shares at an exercise price of $0.10 per common share

	Agent’s options to acquire up to 10% of the common shares issued in connection with the initial public offering	Agent’s options to acquire up to 300,000 common shares at an exercise price of $0.10 per common share

Voting or equity securities issuable on conversion or exchange of outstanding securities	as above	as above

Related party transactions

Key management compensation during the six months ended December 31, 2017 was $nil (2016 - $nil).

Transactions with related parties are incurred in the normal course of business.

Risks and Uncertainties

(a)	until completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;

The Needle Capital Corp.

Management Discussion and Analysis

For the three and six months ended December 31, 2017

(b)	the Corporation has had no business activity and has not acquired any material assets since its incorporation other than cash;

(c)	the Corporation does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;

(d)	the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction;

(e)	even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction;

(f)	the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation;

(g)	there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;

(h)	if the Corporation fails to complete a Qualifying Transaction within 24 months of listing, the TSX Venture Exchange could suspend or delist the common shares of the Corporation and an interim cease trade order may be issued against the Corporation’s securities by an applicable securities commission if its common shares are suspended from trading on or delisted from the TSX Venture Exchange or otherwise; and

(i)	the Corporation competes with many Capital Pool Companies that are seeking suitable Qualifying Transactions. In addition, other Capital Pool Companies may have substantially greater financial and technical resources than the Corporation.

Other Information

Subsequent Event

Subsequent to December 31, 2017, the Company signed a letter of intent (“LOI”) in respect of a proposed business combination with an unrelated party (“Target Co.”) (the “Transaction”) and brokered private placement.

Pursuant to the Transaction, the Company and Target Co. will complete a plan of arrangement, amalgamation, three-corner amalgamation or alternative structure to be determined. It is anticipated that the Company's common shares will be issued to the shareholders of the Target Co. on a basis of one common share of the Company for every one common share of Target Co. outstanding. The effect of the Transaction will be a reverse take over of the Company by Target Co.

The Needle Capital Corp.

Management Discussion and Analysis

For the three and six months ended December 31, 2017

As part of the Transaction, it is anticipated that Target Co. will complete a private placement of its common shares for gross proceeds of not less than $5,000,000 and up to $25,000,000.

The Transaction is subject to TSX Venture and other regulatory approvals.

EX-99.9 10 exhibit99-9.htm EXHIBIT 99.9 The Flowr Corp.: Exhibit 99.9 - Filed by newsfilecorp.com

Form 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Daniel Lanskey, Chief Financial Officer of The Needle Capital Corp., certify the following:

Date: February 23, 2018

Signed “Daniel Lanskey”

Daniel Lanskey

Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52- 109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.10 11 exhibit99-10.htm EXHIBIT 99.10 The Flowr Corp.: Exhibit 99.10 - Filed by newsfilecorp.com

Form 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Daniel Lanskey, Chief Executive Officer of The Needle Capital Corp., certify the following:

Date: February 23, 2018

Signed “Daniel Lanskey”

Daniel Lanskey

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52- 109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.11 12 exhibit99-11.htm EXHIBIT 99.11 The Flowr Corp.: Exhibit 99.11 - Filed by newsfilecorp.com

THE NEEDLE CAPITAL CORP.

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

WITH RESPECT TO

THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF
THE NEEDLE CAPITAL CORP.

TO BE HELD ON FRIDAY APRIL 13, 2018

DATED March 9, 2018

This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult your financial, legal, tax or other professional advisor.

THE NEEDLE CAPITAL CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
to be held on FRIDAY, APRIL 13, 2018

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) of The Needle Capital Corp. (“Needle” or the “Corporation”) will be held at the offices of Borden Ladner Gervais LLP, at 1900, 520 – 3rd Avenue S.W., Calgary, Alberta T2P 0R3, at 10:00 a.m. (Calgary time) on Friday, April 13, 2018, for the following purposes:

1.	to receive and consider the audited annual financial statements of the Corporation for the financial year ended June 30, 2017, together with the notes thereto and the report of the independent auditors thereon;

2.	to fix the number of directors to be elected at the Meeting at three (3);

3.	to elect the board of directors of the Corporation (the “Board”) to hold office until the next annual meeting of Shareholders or until their successors are elected or appointed;

4.	to elect, conditional upon, and effective as of the Completion of a Qualifying Transaction (as such term is defined in TSX Venture Exchange Policy 2.4 – Capital Pool Companies) with The Flowr Corporation, David Towill, Lyle Oberg, Thomas Flow, Anthony Giorgi, David Miller and Steve Klein to the Board to hold office until the next annual meeting of Shareholders or until their successors are elected or appointed;

5.	to re-appoint MNP LLP of Calgary, Chartered Accountants, Alberta as auditors of the Corporation for the ensuing year at such remuneration as may be fixed by the Board;

6.	to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in the accompanying management information circular prepared for the purposes of the Meeting (“Information Circular”) approving the Corporation’s stock option plan;

7.	to consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in the Information Circular, authorizing the change of name of the Corporation to “The Flowr Corporation” or such other name as the Board, in their sole discretion and subject to applicable regulatory approval, determines to be appropriate;

8.	to consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in the Information Circular, approving an amendment to the articles of incorporation of the Corporation to consolidate the issued and outstanding Common Shares on the basis of one (1) post- consolidation Common Share for up to every thirty (30) pre-consolidation Common Shares;

9.	to consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in the Information Circular, approving the continuance of the Corporation from the Business Corporations Act (Alberta) to the Business Corporations Act (Ontario) and the adoption of a new general by-law; and

10.	to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular of the Corporation accompanying this Notice of Annual and Special Meeting.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is March 9, 2018 (the “Record Date”).

If you are unable to attend the Meeting in person we request that you date, sign and return the enclosed form of proxy to The Needle Capital Corp.’s transfer agent, TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1, Attention: Proxy Department, in the enclosed self-addressed envelope not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment of the Meeting.

If you are a non-registered holder of Common Shares and have received these materials from your broker or another intermediary, please complete and return the voting instruction form or other authorization form provided to you by your broker or intermediary in accordance with the instructions provided. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Annual and Special Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

DATED this March 9, 2018.

BY ORDER OF THE BOARD OF DIRECTORS OF THE

NEEDLE CAPITAL CORP.

(signed) “Daniel Lanskey”

Daniel Lanskey

President, CEO, CFO and Secretary-Treasurer

The Needle Capital Corp.

THE NEEDLE CAPITAL CORP.

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, APRIL 13, 2018

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This management information circular (the “Information Circular”) is furnished to holders (“Shareholders”) of common shares (“Common Shares”) of The Needle Capital Corp. (the “Corporation”) in connection with the solicitation of proxies by the management of the Corporation for use at the annual and special meeting (the “Meeting”) of Shareholders to be held at the offices of Borden Ladner Gervais LLP, at 1900, 520 – 3rd Avenue S.W., Calgary, Alberta T2P 0R3, at 10:00 a.m. (Calgary time) on Friday, April 13, 2018, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual and Special Meeting (the “Notice of Meeting”).

The information contained herein is given as of March 9, 2018, except where otherwise indicated. Enclosed herewith is a form of proxy for use at the Meeting. Each Shareholder who is entitled to attend at meetings of Shareholders is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

Shareholders should not construe the contents of this Information Circular as legal, tax or financial advice and should consult with their own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Information Circular.

If you hold Common Shares through a broker, investment dealer, bank, trust company, nominee or other intermediary (collectively, an “Intermediary”), you should contact your Intermediary for instructions and assistance in voting and surrendering the Common Shares that you beneficially own.

Persons Making the Solicitation

This solicitation is made on behalf of the management of the Corporation. The costs incurred in the preparation of both the form of proxy and this Information Circular will be borne by the Corporation. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of the Corporation who will not be directly compensated therefor.

This Information Circular and other proxy-related materials are not being sent to registered or beneficial owners using the Notice-and-Access procedures contained in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”). The Corporation has determined not to deliver the proxy solicitation materials directly to the non-objecting Beneficial Shareholders (“NOBOs”).

The Corporation does not intend to pay for intermediaries to deliver proxy-related materials or Form 54-101F7 – Request for Voting Instructions Made by Intermediary to the objecting beneficial owners of Common Shares (“OBOs”) and as such, OBOs will not receive such materials unless their intermediary assumes the costs thereof (OBOS and NOBOs are herein collectively referred to as the “Non-Registered Shareholders”). See also “Proxy Related Information – Advice to Non-Registered Shareholders” in this Information Circular.

The Corporation will not be providing the Notice of Meeting, the Information Circular or the form of proxy to registered Shareholders or Non-Registered Shareholders through the use of notice-and-access, as such term is defined in NI 54-101.

PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Those Shareholders desiring to be represented at the Meeting by proxy must complete and deposit their proper form of proxy to the Corporation’s transfer agent, TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1, Attention: Proxy Department (the “Transfer Agent”), in the enclosed self-addressed envelope. In order to be valid, proxies must be received by the Transfer Agent at least forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays in Alberta, prior to the Meeting or any adjournment thereof. A proxy must be executed by the Shareholder or by his duly appointed attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the Meeting in respect of which it is given or any adjournment or postponement of the Meeting.

Registered Shareholders may also use the internet (www.voteproxyonline.com) to vote their Common Shares. Shareholders will be prompted to enter the control number which is located on the form of proxy when voting by the internet. Votes by the internet must be received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the time of the Meeting or any adjournment or postponement thereof. The internet may also be used to appoint a proxyholder to attend and vote at the Meeting on the Shareholder’s behalf and to convey a Shareholder’s voting instructions.

The Corporation may refuse to recognize any instrument of proxy deposited in writing or by the internet received later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the Meeting or any adjournment or postponement thereof.

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation and each is a management designee (collectively, the “Management Designees”). Management Designees will vote in favour of the matters specified in the Notice of Meeting and all other matters proposed by management at the Meeting. Each Shareholder submitting a proxy has the right to appoint a person, who need not be a Shareholder, to represent him/her or it at the Meeting other than the Management Designees. A Shareholder may exercise this right by inserting the name of the desired representative in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, depositing the completed proxy to the Transfer Agent, at the place and within the time specified above for the deposit of proxies.

Revocability of Proxy

A Shareholder who has given a proxy has the power to revoke it at any time prior to the exercise thereof. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing signed by the Shareholder or by the Shareholder’s attorney authorized in writing, and either delivered to the Transfer Agent at the place specified above at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof, or deposited with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof.

Advice to Beneficial Holders of Common Shares

The information in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold their Common Shares in their own name. Shareholders who do not hold their shares in their own name, referred to in this Information Circular as “Beneficial Shareholders”, are advised that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Corporation. Such Common Shares will more likely be registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms).

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

Voting by Internet

Registered Shareholders may vote in person at the Meeting or may give another person authority to vote at the Meeting on their behalf by appointing a proxyholder. Please vote, sign, date and return the enclosed proxy in the envelope provided to TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1 or fax:(416) 595-9593 so that it arrives no later than 48 hours, excluding Saturdays, Sundays and holidays prior to the time of the Meeting.

You may also cast your vote by internet at www.voteproxyonline.com by following the instructions provided on the form. If you choose to vote by telephone or internet, your vote must also be cast no later than 48 hours, excluding Saturdays, Sundays and holidays prior to the time of the Meeting.

All references to Shareholders in this Information Circular and the accompanying form of proxy and Notice of Meeting are to Shareholders of record, unless specifically stated otherwise.

Exercise of Discretion with Respect to Proxies

The Common Shares represented by the enclosed proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of any such direction, such shares will be voted IN FAVOUR of the matters set forth in the Notice of Meeting and in this Information Circular.

If any amendment or variation to matters identified in the Notice of Meeting is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the enclosed proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. As at the date of this Information Circular, the management of the Corporation is not aware of any amendments or variations or other matters to come before the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights

The authorized share capital of the Corporation consists of an unlimited number of voting Common Shares and an unlimited number of non-voting Preferred Shares without nominal or par value. As at the date of this Information Circular, there are 7,200,000 Common Shares currently issued and outstanding and no Preferred Shares issued and outstanding. Shareholders of the Record Date are entitled to receive notice of and attend and vote at the Meeting.

Each Shareholder will be entitled to one vote at the Meeting for each Common Share held by them on the Record Date.

Record Date

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof is March 9, 2018 (the “Record Date”).

Only Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. To the extent a Shareholder transfers the ownership of any of its Common Shares after the Record Date and the transferee of those Common Shares establishes that it owns such Common Shares and requests, at least ten days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, such transferee shall be entitled to vote such Common Shares at the Meeting.

Principal Holders of Common Shares

To the best of the knowledge of the directors and executive officers of the Corporation, no person or company, other than those listed below, beneficially owns, or controls or directs, directly or indirectly, 10% or more of the voting rights attached to all the issued and outstanding Common Shares as at the date of this Information Circular.

		Number and Percentage of Common Shares Beneficially
Name of Shareholder		Owned, or Controlled or Directed, Directly or Indirectly⁽¹⁾

Daniel Lanskey		1,000,000 Common Shares
		(15.09%)

Power Family Holdings Pty. Ltd. ⁽²⁾		1,000,000 Common Shares
		(15.09%)

Note:
(1)	Percentage of Common Shares beneficially owned is calculated based on an aggregate of 7,200,000 Common Shares outstanding as of the Record Date.
(2)	The principal shareholder of Power Family Holdings Pty. Ltd. is Peter Power.

Quorum

Under the by-laws of the Corporation, a quorum of Shareholders is present at a meeting if at least two (2) persons are present in person, each of whom is entitled to vote at the Meeting, and who hold or represent by proxy in the aggregate of not less than 5% of the outstanding shares of the Corporation entitled to vote at the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Corporation at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors or the appointment of auditors of the Corporation.

Certain directors and officers of the Corporation hold Options (as defined herein). At the Meeting, Shareholders will be asked to approve and adopt an ordinary resolution relating to the renewal and approval of the Option Plan (as defined herein). See “Matters to be Considered at the Meeting – Approval of the Stock Option Plan”.

MATTERS TO BE CONSIDERED AT THE MEETING

To the knowledge of the board of directors of the Corporation (the “Board”), the only matters to be brought before the Meeting are those matters set forth in the Notice of Meeting.

A.	ORDINARY BUSINESS

1.	Financial Statements

At the Meeting, the audited annual financial statements of the Corporation for the financial year ended June 30, 2017, together with the notes and the report of the independent auditors thereon (the “Financial Statements”) will be presented, but no vote by the Shareholders with respect thereto is required or proposed to be taken.

2.	Fixing Number of Directors

The Board presently consists of three (3) directors, each of whose term expires at the Meeting. Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution fixing the number of directors to be elected at the Meeting at three (3).

Unless otherwise directed, it is the intention of the persons designated in the accompanying form of proxy to vote IN FAVOUR of the ordinary resolution fixing the number of directors to be elected at the Meeting at three. In order to be effective, the ordinary resolution must be passed by not less than a majority of the votes cast by Shareholders who are present in person or by proxy at the Meeting.

3.	Election of Directors

At the Meeting, Shareholders will be asked to elect the three (3) nominees set forth in the table below as directors of the Corporation to hold office until the next annual meeting of the Corporation or until his successor is duly elected, unless this office is earlier vacated in accordance with the by-laws of the Corporation. Each director nomine will be elected on an individual basis and not as a member of a slate.

The following table sets forth a brief description of the nominees, including the name and city and province of residence of each of the nominees, the number of voting securities of the Corporation beneficially owned, directly or indirectly, or over which each nominee exercises control or direction, the period served as director and the principal occupation of each nominee as of the date hereof. The information contained herein is based upon information furnished by the respective nominees.

			Common Shares
			Beneficially
			Owned, or
Name and Province or			Controlled or
State and Country of			Directed, Directly
Residence	Director Since	Principal Occupation for Past Five Years	or Indirectly⁽¹⁾

Daniel Lanskey Terranora, AU	November 3, 2016	President, CEO, CFO and Secretary-Treasurer of Needle since November 2016. Prior thereto he was the founding Managing Director of Austex Oil Limited and Executive Vice President of Leader Energy Services Ltd. from June 2011 until February 2015. He was previously Managing Director of Raya Group Limited and Non-Executive Chairman of Pryme Energy Limited.	1,000,000

Douglas Osrow Las Vegas, NV	November 3, 2016	Chief Financial Officer of Remark Media, Inc. since October 2013. Prior thereto, he was Chief Financial Officer of Paragon Gaming Corporation. Previous to that, he worked as a Vice-President in the investment banking division of Citadel Securities, and as a Senior Analyst at Hawkeye Capital Management.	500,000

			Common Shares
			Beneficially
			Owned, or
Name and Province or			Controlled or
State and Country of			Directed, Directly
Residence	Director Since	Principal Occupation for Past Five Years	or Indirectly⁽¹⁾

Robb McNaughton Alberta, Canada	June 6, 2016	Mr. McNaughton has been a partner in the Securities and Capital Markets Group at the law firm Borden Ladner Gervais LLP since July 2013. From March 2010 to July 2013, Mr. McNaughton was a partner in the corporate finance group at the law firm Gowling Lafleur Henderson LLP. Previously to this, Mr. McNaughton was a lawyer and partner with Fraser Milner Casgrain LLP (currently Dentons LLP). Mr. McNaughton worked from September 2002 to November 2003 as the Vice-President of Strategy and Corporate Operations at Assante Corporation, which was a financial services company formerly listed on the Toronto Stock Exchange that was sold to CI Financial in 2003.	500,000⁽²⁾

Notes:
(1)	Information respecting the number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, as at the date of this Information Circular has been furnished to the Corporation by the above named individuals.
(2)	Common shares are held by Aoi Maru Corp. Robb McNaughton is a director and officer of Aoi Maru Corp., a company incorporated under the laws of Alberta, and is the beneficial holder of 100% of the common shares (voting) of Aoi Maru Corp.

Unless otherwise directed, it is the intention of the Management Designees to vote IN FAVOUR of the election of the nominees set forth in the table above as directors of the Corporation. In order to be effective, the ordinary resolution in respect of the election of each nominee director must be passed by not less than a majority of the votes cast by Shareholders who vote in respect of this ordinary resolution.

Cease Trade Orders

To the knowledge of the Corporation, no proposed director of the Corporation (nor any personal holding company of any of such persons) is, as at the date of this Information Circular, or has been within ten (10) years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation), that while such person was acting in that capacity, was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, or after such persons ceased to be a director, chief executive officer or chief financial officer of the company, was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, which resulted from an event that occurred while acting in such capacity.

Bankruptcies

To the knowledge of the Corporation, other than as set out below, no proposed director has been, and has not within the past 10 years, been a director or executive officer of any company, including the Corporation, that, while he was acting in such capacity, or within a year of him ceasing to act in such capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets or has, within the past 10 years, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his assets.

Mr. McNaughton was a director of Brevia Energy Inc. which was a private oil and gas company incorporated and active in Alberta, Canada and filed for receivership in February of 2016.

Penalties and Sanctions

None of those persons who are proposed directors of the Corporation have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

Background – The Qualifying Transaction

As announced in the press release of the Corporation dated February 16,2018 (a copy of which is available under the Corporation’s profile on SEDAR, at www.sedar.com), the Corporation has entered into a letter of intent dated February 12, 2018 (the “Letter of Intent”) with The Flowr Corporation (“Flowr”), a private company incorporated and existing under the laws of Ontario, pursuant to which, the Corporation has agreed, subject to the satisfaction of certain conditions, to enter into a proposed business combination with Flowr, structured as a plan of arrangement, amalgamation, three-cornered amalgamation or such other alternative structure to be determined having regard to relevant tax, securities and other factors, to ultimately form the Resulting Issuer (the Flowr Transaction”). It is intended that the proposed business combination will constitute the “Qualifying Transaction” of the Corporation as such term is defined in the policies of the Exchange.

4.	Conditional Election of Directors

At the Meeting, Shareholders will be asked to elect, conditional upon and effective as of the Corporation’s Completion of the Flowr Transaction, six (6) nominees of Flowr set forth in the table below (the “Additional Nominees”) as a directors of the Corporation to hold office until the next annual meeting of Shareholders or until his successor is duly elected or appointed (the “Conditional Election”). Management of the Corporation believes that the Conditional Election, if approved by Shareholders, will reduce the expenses incurred by the Corporation when completing the Flowr Transaction. If the Corporation completes the Flowr Transaction, the current directors of the Corporation shall resign effective immediately and the Corporation’s board of directors (the “Resulting Issuer Board”) shall be comprised of the six (6) Additional Nominees.

The following table sets forth a brief background regarding the Additional Nominees. The information contained herein is based upon information furnished by the respective nominees.

			Common Shares
Name and Province or			Beneficially Owned, or
State and Country of			Controlled or Directed,
Residence	Director Since	Principal Occupation for Past Five Years	Directly or Indirectly

David Towill Kelowna, British Columbia, Canada	Proposed Director	Managing Partner, Thomas Butler LLP, Barristers & Solicitors.	Nil

Lyle Oberg Kelowna, British Columbia, Canada	Proposed Director	Chief Policy Medical Officer, The Flowr Corporation since May 2017. Prior thereto, Mr. Oberg was self-employed.	Nil

Thomas Flow Kelowna, British Columbia, Canada	Proposed Director	President, The Flowr Corporation since December 2017. Prior thereto, Mr. Flow was president of Flowco Holdings from June 2016 until December 2017. From May 2015 to May 2016, he was President of New World Cannabis and from January 2013 to April 2015, he was the Chief Operating Officer of MedReleaf.	Nil

Anthony Giorgi Stouffville, Ontario, Canada	Proposed Director	Chief Executive Officer, the Flowr Corporation. Mr. Giorgi has been employed by The Flowr Corporation since September 2017. Prior thereto, he worked at Scalar Decisions Inc. from March 2016 to September 2017. Between October 2012 and March 2016, he worked at K2 Digital Inc.	Nil






David Miller Bernardsville, New Jersey, USA	Proposed Director	Chief Financial Officer, Apple Core Hotels Inc. and General Counsel and Chief Financial Officer, Apple Core Holdings, LLC. since 1997.	Nil



Steve Klein Port Washington, New York, USA	Proposed Director	Chief Executive Officer, New Generation Management Corp., Chief Executive Officer, Apple Core Holdings, LLC and Chief Executive Officer Apple Hotels, Inc. since 1992	Nil

Unless otherwise directed, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the election of the Additional Nominees as directors of the Corporation conditional upon, and effective as of the Completion of the Qualifying Transaction. In order to be effective, the ordinary resolution in respect of the election of each nominee director must be passed by not less than a majority of the votes cast by Shareholders who vote in respect of this ordinary resolution.

Cease Trade Orders

To the knowledge of the Corporation, none of the Additional Nominees (or any personal holding company of an Additional Nominee) are, as at the date of this Information Circular, and have not been within ten (10) years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation), that while he was acting in that capacity, was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, or after he ceased to be a director, chief executive officer or chief financial officer of the company, was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, which resulted from an event that occurred while he was acting in such capacity.

Bankruptcies

To the knowledge of the Corporation, other than as set out below, none of the Additional Nominees are, and have not within the past 10 years, been a director or executive officer of any company, including the Corporation, that, while he was acting in such capacity, or within a year of him ceasing to act in such capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets or has, within the past 10 years, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his assets.

Thomas Flow was previously declared bankrupt. On January 7, 2012, he was discharged pursuant to subsection 168.1(1) of the Bankruptcy and Insolvency Act, (Canada) from all debts, except those matters referred to in subsection 178(1) of the Bankruptcy and Insolvency Act, (Canada).

Penalties and Sanctions

To the knowledge of the Corporation, none of the Additional Nominees (or any personal holding company of an Additional Nominee) have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority nor has he entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed director.

5.	Appointment of Auditors

At the Meeting, Shareholders will be asked to approve an ordinary resolution to approve the reappointment of, as auditors of the Corporation, MNP LLP Chartered Accountants of Calgary, Alberta (“MNP”) at a remuneration to be fixed by the Board and to hold such office until the next annual meeting of Shareholders or until MNP is removed from office or resigns. MNP LLP was first appointed auditors of the Corporation on November 3, 2016.

Unless otherwise directed, it is the intention of the persons designated in the accompanying form of proxy to vote IN FAVOUR of the ordinary resolution to approve MNP as auditors of the Corporation for the ensuing year and to authorize the Board to fix the remuneration paid to the auditors. In order to be effective, the ordinary resolution must be passed by not less than a majority of the votes cast by Shareholders who are vote in respect of this ordinary resolution.

B.	SPECIAL BUSINESS

1.	Approval of the Stock Option Plan

The Corporation has adopted an incentive stock option plan (the “Option Plan”), substantially in the form attached hereto as Schedule “A”, which provides that the Board may from time to time, in its discretion, and in accordance with the requirements of the TSX Venture Exchange (the “TSXV”) (or the NEX, as the case may be), grant to directors, officers, employees and consultants to the Corporation, non-transferable options (“Options”) to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed ten percent (10%) of the issued and outstanding Common Shares. However, other than in connection with a “Qualifying Transaction”, as such term is defined in the policies of the TSXV, during the time that the Corporation is a capital pool company (“CPC”), the aggregate number of Common Shares issuable upon exercise of all Options granted under the Option Plan shall not exceed ten percent (10%) of the Common Shares of the Corporation issued and outstanding at the closing of the Corporation’s initial public offering. Such Options will be exercisable for a period of up to ten (10) years from the date of grant, subject to extension in certain circumstances where the expiry date occurs within a “blackout period”. In connection with the foregoing, the number of Common Shares reserved for issuance to: (i) any individual will not exceed five per cent (5%) of the Common Shares issued and outstanding at the closing of the Corporation’s initial public offering; and (ii) all consultants will not exceed two percent (2%) of the Common Shares issued and outstanding at the closing of the Corporation’s initial public offering. In addition, the Option Plan provides that: (i) no more than five per cent (5%) of the issued shares of the Corporation will be granted to any individual in any twelve (12) month period; (ii) no more than two per cent (2%) of the issued shares of the Corporation will be granted to any one consultant in any twelve (12) month period; and (iii) no more than an aggregate of two per cent (2%) of the issued shares of the Corporation will be granted to an employee conducting investor relations activities in any twelve (12) month period.

The Corporation, as long as it is a CPC, will not grant Options to any person providing investor relations activities, promotional or market-making services. In the event that a director, officer, technical consultant or employee does not continue on with the Corporation following completion of its Qualifying Transaction, options must be exercised within the greater of twelve (12) months after the completion of a Qualifying Transaction and ninety (90) days following cessation of the optionee’s position with the Corporation, provided that if the cessation of office, employment, directorship, or consulting arrangement was by reason of death, the Option may be exercised within a maximum period of one year after such death, subject to the expiry date of such Option. Any Common Shares acquired pursuant to the exercise of Options under the Option Plan prior to completion of a Qualifying Transaction must be deposited in escrow and will be subject to escrow until the final TSXV bulletin is issued.

As of the date hereof, employees, consultants, directors and officers hold in aggregate 720,000 options to acquire Common Shares pursuant to the Option Plan. As of the date hereof there are nil options to purchase Common Shares currently available for future grants.

Pursuant to the policies of the TSXV, stock option plans which reserve for issuance up to ten per cent (10%) of a listed company’s shares must be approved annually by shareholders of the listed corporation. This approval is being sought at the Meeting. At the Meeting, Shareholders will be asked to consider, and, if deemed advisable, to approve, with or without variation, an ordinary resolution approving the Option Plan. The text of the ordinary resolution which management intends to place before the Meeting for the approval of the Option Plan is as follows:

“BE IT HEREBY RESOLVED as an ordinary resolution of the shareholders of The Needle Capital Corp. (the “Corporation”) that:

1.	the stock option plan of the Corporation, substantially in the form attached as Schedule “A” to the management information circular of the Corporation dated March 9, 2018 (the “Option Plan”), be and is hereby approved and adopted as the stock option plan of the Corporation;

2.	the form of the Option Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities, including the TSXV without requiring further approval of the shareholders of the Corporation; and

3.	any one director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to this ordinary resolution.”

The foregoing ordinary resolution must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy. Unless otherwise directed, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the ordinary resolution approving the Option Plan for the ensuing year.

2.	Change of the Name of the Corporation

The Corporation is currently a Capital Pool Company (“CPC”). In the event the Corporation completes a Qualifying Transaction (as such term is defined in the policies of the TSXV), including without limitation the Flowr Transaction, prior to the next annual and special meeting of Shareholders and in connection therewith desires to change the name of the Corporation, management of the Corporation has requested the Shareholders to consider, and, if deemed advisable, to approve, with or without variation, a special resolution (being a resolution passed by not less than two thirds (2/3) of the votes cast by those Shareholders who, being entitled to do so, vote in person or by proxy at the Meeting) to change the name of the Corporation to “The Flowr Corporation” or such other name acceptable to the registrar, the TSXV (or the NEX, as the case may be) and as the Board determine is appropriate (the “Name Change”).

As outlined in the resolution below, the new name of the Corporation will be determined by the Board. Even if approved by the Shareholders, the Board may determine not to proceed with the Name Change at its discretion.

The text of the special resolution which management intends to place before the Meeting for the approval of the Name Change is as follows:

“BE IT HEREBY RESOLVED as a special resolution of the shareholders of The Needle Capital Corp. (the “Corporation”) that:

1.	The change of the name of the Corporation to “The Flowr Corporation” or such other name acceptable to the TSXV (or the NEX, as the case may be) and as the directors of the Corporation in their sole discretion determine is appropriate is authorized and approved.

2.	Any officer or director of the Corporation be and is hereby authorized and directed for and on behalf of the Corporation (whether under its corporate seal or otherwise) to execute, deliver and file all such documents and to take all such other action(s) as may be deemed necessary or desirable for the implementation of this special resolution and any matters contemplated thereby.

3.	The directors of the Corporation are hereby authorized and granted with absolute discretion to abandon the change of name of the Corporation at any time without further approval, ratification or confirmation by the shareholders of the Corporation.”

The requisite regulatory approvals for the Name Change, including the approvals of the TSXV (or the NEX, as the case may be), will not be sought by the Corporation until after the Board decides to implement the Name Change resolution. There can be no assurance that the applicable TSXV or NEX approvals will be obtained.

Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the special resolution approving the Name Change. In order to be effective, the foregoing special resolution must be approved by at least two thirds of the votes cast at the Meeting by the Shareholders voting in person or by proxy.

3.	Approval of Proposed Consolidation

At the Meeting, the Shareholders will be asked to approve a special resolution (being a resolution passed by not less than two-thirds (2/3) of the votes cast by those Shareholders who, being entitled to do so, vote in person or by proxy at the Meeting) approving a consolidation of the outstanding Common Shares of the Corporation on the basis of up to one (1) post-Consolidation Common Share for every thirty (30) pre-Consolidation Common Shares (the “Consolidation”) that are outstanding prior to the effective date, pursuant to subsection 173(1)(f) of the Business Corporations Act (Alberta).

As outlined in the resolution below, the final ratio of post-Consolidation Common Shares that are issued in exchange for pre-Consolidation Common Shares will be determined by the Board. Even if approved by the Shareholders, the Board may determine not to proceed with the Consolidation at its discretion.

The text of the special resolution which management intends to place before the Meeting to approve the Consolidation is as follows:

“BE IT HEREBY RESOLVED as a special resolution of the shareholders of The Needle Capital Corp. (the “Corporation”) that:

1.	the Corporation be and is hereby authorized to consolidate the issued and outstanding common shares in the share capital of the Corporation (“Common Shares”) on the basis of one (1) Common Share, for up to a maximum of every thirty (30) issued and outstanding Common Shares in the capital of the Corporation (the “Consolidation”). Such Consolidation may be affected at any time until the next annual meeting of shareholders of the Corporation;

2.	no fractional Common Shares shall be issued in connection with the Consolidation. Where the Consolidation would otherwise result in a shareholder of the Corporation being entitled to a fractional Common Share, the number of post-Consolidation Common Shares issued to such Shareholder shall be rounded up to the next greater whole number of Commons Shares if the fractional entitlement is equal to or greater than 0.5 and shall be rounded down to the next lesser whole number of Common Shares if the fractional entitlement is less than 0.5. In calculating such fractional interests, all Common Shares held by a beneficial holder shall be aggregated.

3.	any officer or director of the Corporation be and is hereby authorized and directed for and on behalf of the Corporation (whether under its corporate seal or otherwise) to execute, deliver and file all such documents and to take all such other action(s) as may be deemed necessary or desirable for the implementation of this resolution and any matters contemplated thereby; and

4.	the directors of the Corporation are hereby authorized and granted with absolute discretion and without further approval of the shareholders, to revoke and rescind the foregoing resolution before it is acted upon.”

The requisite regulatory approvals for the Consolidation, including the approvals of the TSXV, will not be sought by the Corporation until after the Board decides to implement the Consolidation resolution. There can be no assurance that the applicable TSXV approvals will be obtained.

Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the special resolution approving the Consolidation. In order to be effective, the foregoing special resolution must be approved by at least two thirds of the votes cast at the Meeting by the Shareholders voting in person or by proxy.

Effect of Consolidation

The Consolidation will not materially affect any Shareholders’ percentage ownership in the Corporation, although such ownership will be represented by a smaller number of post-Consolidation Common Shares. If the Consolidation is approved and given effect, the number of Common Shares outstanding will be a minimum of 240,000 Common Shares, or such amount depending on the final Consolidation ratio agreed to by the Board. The Consolidation will lead to an increase in the number of Shareholders who will hold “odd lots”; that is, a number of shares not evenly divisible into board lots (a board lot is either 100, 500 or 1,000 shares, depending on the price of the shares). As a general rule, the cost to Shareholders transferring an odd lot of Common Shares is somewhat higher than the cost of transferring a “board lot”. Nonetheless, the Board believes the Consolidation is in the best interest of all Shareholders despite the potential increased cost to Shareholders in transferring odd lots of post-Consolidation Common Shares.

Fractional Shares

If the Consolidation is implemented, fractional post-Consolidation Common Shares will not be issued to Shareholders. Where the Consolidation would otherwise result in a Shareholder being entitled to a fractional Common Share, the number of post-Consolidation Common Shares issued to such holder of Common Shares shall be rounded up to the next greater whole number of Common Share if the fractional entitlement is equal to or greater than 0.5 and shall be rounded down to the next lesser whole number of Common Shares if the fractional entitlement is less than 0.5. In calculating such fractional interests, all Common Shares held by a beneficial holder shall be aggregated.

Implementation of Consolidation

The Consolidation is conditional upon the Corporation obtaining final approval of the TSXV. The Corporation expects to meet the TSXV requirements but, in the event that it does not receive final approval of the TSXV, the Corporation would not proceed with the Consolidation. The Consolidation resolution authorizes the Board not to proceed with the Consolidation, without further approval of the Shareholders, at any time.

As soon as practicable after the Consolidation becomes effective, Shareholders will be notified that the Consolidation has been effected. The Corporation expects that its Transfer Agent will act as exchange agent for purposes of implementing the exchange of share certificates.

Following the filing by the Corporation of articles of amendment implementing the Name Change and Consolidation (assuming that the special resolutions approving the Name Change and Consolidation are passed at the Meeting), all Common Shares held by Shareholders will be consolidated without any further action required by Shareholders. Upon completion of the Name Change and Consolidation, the number of Common Shares outstanding will be so adjusted on the Corporation’s register of Common Shares maintained by the Transfer Agent, and registered Shareholders will receive a share certificate or a statement prepared by the Transfer Agent pursuant to its direct registration system (a “DRS Advice Statement”) evidencing the post-Consolidation Common Shares to which such Shareholder is entitled. Beneficial Shareholders holding their Common Shares through an Intermediary should note that such banks, brokers or other nominees may have various procedures for processing the Name Change and Consolidation. Beneficial Shareholders will not receive a share certificate or DRS Advice Statement from the Transfer Agent upon completion from the Name Change and Consolidation. If a Beneficial Shareholder has any questions in this regard, the Beneficial Shareholder is encouraged to contact its nominee.

4.	The Continuance

The Corporation is currently governed by the Business Corporations Act (Alberta) (“ABCA”). Management of the Corporation is proposing to move the Corporation’s governing jurisdiction. Accordingly, the Corporation intends to apply for the discontinuance of the Corporation from the Province of Alberta and for the continuance of the Corporation under the ABCA to the Province of Ontario (the “Continuance”). At the Meeting, Shareholders will be asked to pass a special resolution, the text of which is set out below, authorizing the board of directors, in its sole discretion, to continue the Corporation from the Province of Alberta into the Province of Ontario. The Continuance, if approved, will change the legal domicile of the Corporation and will affect certain rights of the Shareholders as they currently exist under the ABCA. Accordingly, Shareholders should consult their own independent legal advisors regarding implications of the Continuance which may be of particular importance to them.

If the special resolution approving the Continuance (the “Continuance Resolution”) is approved at the Meeting, it would give the Board of Directors authority to implement the Continuance. Notwithstanding approval of the proposed Continuance by Shareholders, the Board of Directors, in its sole discretion, may revoke the special resolution and abandon the Continuance without further approval or action by or prior notice to Shareholders.

Reasons for the Continuance

In connection with the Qualifying Transaction, the board of directors of the Corporation has determined that, subject to completion of a Qualifying Transaction, including without limitation the Flowr Transaction, it is in the best interests of the Corporation to be governed by the Business Corporations Act (Ontario) (the “OBCA”). Furthermore, upon completion of the Qualifying Transaction certain directors of the Corporation shall reside in Ontario.

Procedure to Effect Continuance

In order to effect the Continuance, the following steps must be taken:

	(a)	the shareholders must approve the Continuance Resolution at the Meeting, authorizing the Corporation to, among other things, file an application for continuance (the “Articles of Continuance”) with the Director appointed under the OBCA (the “Director”) requesting that the Corporation be continued as if it had been incorporated under the OBCA;

	(b)	the Registrar of Corporations under the ABCA (the “Alberta Registrar”) must consent to the proposed Continuance under the OBCA, upon being satisfied that the Continuance is effected in compliance with section 191 of the ABCA;

	(c)	the Corporation must file a notice of continuance with the Alberta Registrar, who will then issue a certificate of discontinuance; and

	(d)	on the date shown on the certificate of discontinuance, the Corporation becomes a corporation under the laws of Ontario as if it had been incorporated under the laws of the Province of Ontario.

Effect of the Continuance

Assuming that the Continuance Resolution is approved at the Meeting, it is expected that the Articles of Continuance will be filed with the Director and the procedures outlined above will begin approximately 24 hours prior to the completion of the Qualifying Transaction, as determined by the Board in its sole discretion, in order to give effect to the Continuance.

If the Continuance is approved by Shareholders and implemented by the Board of Directors, the Corporation shall apply to and file all necessary documentation with the Registrar of Corporations under the ABCA for an authorization to continue into the Province of Ontario. Immediately following the receipt of the Registrar’s authorization, the Corporation shall apply for a certificate of continuance and file articles of continuance under the OBCA to continue the Corporation into Ontario. The articles of continuance will constitute the governing instrument of the continued Corporation under the OBCA and the certificate of continuance issued by the Director under the OBCA will be deemed to be the certificate of incorporation of the continued Corporation.

In connection with the Continuance, the existing articles and by-laws of the Corporation will be repealed and the Corporation will adopt articles and by-laws which are suitable for an Ontario corporation, but which in all material respects are similar to the current constating documents of the Corporation. The proposed by-laws of the Corporation have been attached hereto as Schedule “C”.

The Continuance, if approved, will effect a change in the legal domicile of the Corporation on the effective date thereof to the Province of Ontario, but the Corporation will not change its business or operations as a result of the Continuance.

As of the effective date of the Continuance, the election, duties, resignations and removal of the Corporation's directors and officers shall be governed by the OBCA and the Corporation will no longer be subject to the corporate governance provisions of the ABCA.

By operation of law applicable under the laws of the Province of Ontario, as of the effective date of the Continuance:

	(a)	the property of the Corporation prior to the Continuance continues to be the property of the Corporation;

	(b)	the Corporation continues to be subject to all liabilities, including civil, criminal and quasi- criminal, and all contracts, disabilities and debts prior to the Continuance;

	(c)	a conviction against, or ruling, order or judgement in favour of or against, the Corporation prior to the Continuance may be enforce by or against the Corporation; and

	(d)	any civil action commenced by or against the Corporation prior to the Continuance is unaffected.

Certain Corporate Differences Between the ABCA and the OBCA

The following is a summary only of certain differences and similarities between the OBCA, the statute that will govern the corporate affairs of the Corporation upon the Continuance, and the ABCA, the statute which currently governs the corporate affairs of the Corporation.

In approving the Continuance, the shareholders will be approving the adoption of the Articles of Continuance and will be agreeing to hold securities in a corporation governed by the OBCA. This Information Circular summarizes some of the differences that could materially affect the rights and obligations of shareholders after giving effect to the Continuance. In exercising their vote, shareholders should consider the distinctions between the OBCA and the ABCA, only some of which are outlined below.

Notwithstanding the alteration of shareholders' rights and obligations under the OBCA and the proposed Continuance, the Corporation will still be bound by the rules and policies of the TSXV, the British Columbia Securities Commission and the Alberta Securities Commission, as well as any other applicable securities legislation.

Nothing that follows should be construed as legal advice to any particular shareholder, all of whom are advised to consult their own legal advisors respecting all of the implications of the Continuance. The following is a summary only. Reference should be made to the full text of both statutes and the regulations thereunder for particulars of the differences between them.

Constating Documents

Under the ABCA, the constating documents consist of “articles”, which set forth the name of the Corporation and the amount and type of authorized capital and “bylaws”, which govern the management of the Corporation. The articles are filed with the Registrar of Alberta. Under the OBCA, the Corporation has “articles”, which set forth the name of the Corporation and the numbers and classes of authorized shares of the corporation, and a “by-law”, which governs the general management of the Corporation. The articles are filed with the Director; the by-law is not required to be filed with the Director but a copy is maintained at the Corporation's registered office.

Amendments to the Constating Documents of the Corporation

The OBCA and ABCA both require a two-thirds majority vote to make substantive changes to the Corporation's constating documents.

Other fundamental changes pursuant to both the OBCA and ABCA, such as an alteration of the special rights and restrictions attached to issued shares or a proposed amalgamation or continuation of a corporation out of the jurisdiction, require a similar special resolution passed by the holders of shares of each class entitled to vote at a meeting of the shareholders of the Corporation and the holders of all classes of shares adversely affected by an alteration of special rights and restrictions.

Sale of the Corporation's Undertaking

Under the OBCA and ABCA, the approval of the shareholders of a corporation represented at a duly called meeting to which are attached not less than two-thirds of the votes entitled to vote upon a sale, lease or exchange of all or substantially all of the property of the corporation, and, where the class or series is affected by the sale, lease or exchange in a manner different from another class or series, the holders of shares of that class or series are entitled to vote separately as a class or series. Each share of the Corporation carries the right to vote in respect of the sale, lease or exchange whether or not it otherwise carries the right to vote.

Rights of Dissent and Appraisal

The OBCA provides that shareholders who dissent to certain actions being taken by a corporation may exercise a right of dissent and require the corporation to purchase the shares held by shareholders at the fair value of such shares. The dissent right is applicable where the corporation proposes to: (a) amend its articles to add, change or remove any restriction on the issue, transfer or ownership of shares of a particular class or series, or to add, change or remove any restriction on the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise; (b) continue under the laws of another jurisdiction; (c) sell, lease or exchange all or substantially all of its property; (d) amalgamate with another corporation under sections 175 and 176 of the OBCA; and (e) sell, lease or exchange all or substantially all its property under subsection 184(3) of the OBCA.

The ABCA provides a substantially similar right. See “The Continuance - Rights of Dissent to the Continuance” for a description of a shareholder's right to dissent to the Continuance.

Oppression Remedies

Under the OBCA, a shareholder, former shareholder, director, former director, officer, former officer of a corporation or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy may apply to a court for an order to rectify the matters complained of where, in respect of a corporation or any of its affiliates, any act or omission of the corporation or its affiliates effects a result, or the business or affairs of the corporation or its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interest of, any security holder, creditor, director or officer. The ABCA provides a substantially similar right.

Shareholder Derivative Actions

Under the OBCA, an officer, shareholder, director, former shareholder, former director and former officer of a corporation or its affiliates, and any person who, in the discretion of the court, is a proper person to make an application to court to bring a derivative action, may apply to the court for leave to bring an action in the name and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate. The ABCA provides a substantially similar right.

Requisition of Meetings

The ABCA provides that one or more shareholders of a corporation holding at least 5% of the issued voting shares of a company may give notice to the directors requiring them to call and hold a general meeting. The OBCA also provides a substantially similar right.

Form of Proxy and Information Circular for Reporting Companies

Under the ABCA, management of a reporting issuer must provide a form of proxy to each shareholder concurrently with giving notice of a meeting of shareholders. Management must also send an information circular in prescribed form if proxies are solicited by or on behalf of management. Reporting issuers governed by the ABCA must also comply with applicable securities legislation. For reporting issuers incorporated under the OBCA, these requirements are governed by both the OBCA and any applicable securities legislation.

Indemnification

The OBCA allows a corporation to indemnify a director or former director or officer or former officer of a corporation or its affiliates against all liability and expenses reasonably incurred by him or her in a proceeding to which he or she is made party by reason of being or having been a director or officer if he or she acted honestly and in good faith with a view to the best interests of the corporation and, in cases where an action is or was substantially successful on the merits of his or her defence of the action or proceeding against him or her in his capacity as a director or officer. The ABCA also provides a similar right.

Giving Financial Assistance

The ABCA provides that a corporation may give financial assistance to any person for any purpose, subject to certain disclosure obligations. Under the OBCA there are no such disclosure obligations.

Place of Meetings

Under the ABCA, meetings of shareholders must be held at the place within Alberta provided in the bylaws or in the absence of such provision, at the place within Alberta that the directors determine. Notwithstanding the foregoing, a meeting of shareholders may be held outside of Alberta if all of the shareholders entitled to vote at that meeting agree. However, if the articles so provide, meetings of shareholders may be held outside of Alberta. The Corporation's articles currently provide that meetings of the Corporation may be held outside of Alberta or electronically.

The OBCA provides that meetings of shareholders may be held at such place within or outside of Ontario as the directors determine.

Directors

The OBCA provides that an offering corporation must have at least three directors, at least one third of whom are not officers or employees of the corporation or its affiliates. There is a 25% Canadian residency requirement for directors of an Ontario corporation, unless the corporation has fewer than four directors in which case at least one director is required to be a resident Canadian.

The ABCA provides that a distributing company must have at least three directors, at least two of whom are not officers or employees of the corporation or its affiliates. There is also a requirement that at least 25% of the directors of an Alberta corporation be resident Canadians.

Rights of Dissent to the Continuance

Shareholders are entitled to dissent in respect of the Continuance in accordance with section 191 of the ABCA. Strict compliance with the provisions of section 191 is required in order to exercise the right to dissent. Provided the Continuance becomes effective, each dissenting shareholder will be entitled to be paid the fair value of his, her or its Common Shares in respect of which such shareholder dissents in accordance with section 191 of the ABCA. Persons who are beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other Intermediary who wish to dissent should be aware that only the registered holders of such Common Shares are entitled to dissent.

Accordingly, a beneficial owner of Common Shares desiring to exercise his, her or its right to dissent must make arrangements for the Common Shares beneficially owned by such person to be registered in his, her or its name, or, alternatively, make arrangements for the registered holder of his, her or its Common Shares to dissent on his, her or its behalf. See Schedule D to this Information Circular for the full text of section 191.

In order to be effective, a written notice of objection to the Continuance Resolution must be received by the President of the Corporation prior to the commencement of the Meeting, or at the Meeting. The registered address of the Corporation for such purpose is 1900-520 3rd Avenue S.W., Calgary, Alberta, T2P 0R3; Attention: Robb McNaughton. The foregoing summary does not purport to provide a comprehensive statement of the procedures to be followed by a dissenting shareholder who seeks payment of the fair value of his or her Common Shares. The complete dissent provisions of the ABCA are set forth in Schedule D to this Information Circular. The ABCA requires strict adherence to the procedures established therein and failure to do so may result in the loss of all dissenters' rights. Accordingly, each shareholder who might desire to exercise the dissenters' rights should carefully consider and comply with the provisions of the section and consult such shareholder's legal advisor.

The Board may elect not to proceed with the transactions contemplated in the Continuance Resolution if any notices of dissent are received.

Approval of the Continuance

At the Meeting, the shareholders will be asked to pass, without or without variation, the Continuance Resolution, the text of which is set out below, authorizing the Board, in its sole discretion, to continue the Corporation into the Province of Ontario under the provisions of the OBCA. The text of the Continuance Resolution that management intends to present at the Meeting is as follows:

“BE IT HEREBY RESOLVED as a special resolution of the shareholders of The Needle Capital Corp. (the “Corporation”) that:

1.	The Corporation be authorized to make application to the Registrar of Corporations of Alberta for the issuance of a consent to file Articles of Continuance with the Director of the Business Corporations Act (Ontario) (the "OBCA") to continue the Corporation as if it had been incorporated under the OBCA, and to make application to the Registrar of Corporations of Alberta for the issuance of a Certificate of Discontinuance;

2.	The Corporation be authorized to file Articles of Continuance with the Director of the OBCA to continue the Corporation under the OBCA;

3.	Subject to such continuance and the issue of such Certificate of Discontinuance and without affecting the validity of the Corporation and existence of the Corporation by or under its articles and of any act done thereunder, its articles are hereby amended to make all changes necessary to conform to the requirements of the OBCA;

4.	Effective upon the issuance of the Certificate of Continuance, the By-laws of the Corporation attached as Schedule “C” to the Information Circular is hereby adopted and approved;

5.	Any one officer or director of the Corporation is authorized and directed to do and perform all things, including the execution of documents, which may be necessary or desirable to give effect to the foregoing resolution; and

6.	Notwithstanding that this special resolution has been duly passed by the Shareholders of the Corporation, the directors of the Corporation be, and they hereby are, authorized and empowered to revoke this special resolution at any time before it is acted on and to determine not to proceed with the continuance of the Corporation under the OBCA without further approval of the Shareholders of the Corporation.”

Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the special resolution approving the Continuance. In order to be effective, the foregoing special resolution must be approved by at least two thirds of the votes cast at the Meeting by the Shareholders voting in person or by proxy.

5.	Other Business

Management is not aware of any other matters to come before the Meeting, other than those set out in the Notice of Meeting. If other matters come before the Meeting, it is the intention of the management designees named in the instrument of proxy to vote the same in accordance with their best judgment in such matters.

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, Excluding Securities

Securities legislation requires the disclosure of compensation received by each “Named Executive Officer” of the Corporation for the two most recently completed financial years. The Corporation is currently a capital pool company (“CPC”) (as such term is defined in the policies of the TSXV) and until the Corporation completes a Qualifying Transaction (as such term is defined in the policies of the TSXV), no compensation of any kind may be provided to the Corporation’s directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of options to purchase Common Shares in the Corporation pursuant to the Option Plan, a copy of which is attached hereto as Schedule “A”.

Daniel Lanskey (the “Named Executive Officer”) was appointed as the President, Chief Executive Officer, Chief Financial Officer and Secretary-Treasurer of the Corporation effective November 3, 2016. As at the date hereof, the Named Executive Officer has not received any salary, share-based awards, non-equity incentive plan compensation, pension value or other compensation other than Option-based awards from the Corporation.

Stock Options and Other Compensation Securities

Securities legislation requires the disclosure of compensation securities received during the Corporation’s most recently completed financial year for the directors of the Corporation and the Named Executive Officer, namely Daniel Lanskey, President, Chief Executive Officer, Chief Financial Officer and Secretary-Treasurer. No compensation securities were granted or issued to the Corporation’s Named Executive Officer or directors by the Corporation during the most recently completed financial year.

On June 30, 2017, being the last day of the most recently completed financial year: (i) Douglas Osrow held a total of 240,000 stock options and 500,000 Common Shares; (ii) Daniel Lanskey held a total of 240,000 stock options and 1,000,000 Common Shares; and (iii) Robb McNaughton held 240,000 stock options and, through Aoi Maru Corp., held 500,000 Common Shares.

Stock Option Plans and Other Incentive Plans

The Corporation has established an Option Plan for its directors, officers, employees and consultants which was previously approved by the Shareholders. The number of authorized but unissued Common Shares that may be subject to options granted to optionees under the Option Plan shall not exceed 10% of the Common Shares issued and outstanding on the date of grant. Rolling 10% stock options plans such as the Option Plan require annual shareholder approval. As of the date hereof: (i) the Corporation has 720,000 outstanding stock options issued under the Option Plan, all of which have vested; and (ii) the Corporation currently has no options available for further issuance under the Option Plan.

Oversight and Description of Director and Named Executive Officer Compensation

The Board as a whole is responsible for determining the overall strategy of the Corporation and administering the Corporation’s executive compensation program. The Corporation chooses to issue Options to maintain a competitive position in the CPC marketplace and because it is the only permissible form of compensation that may be awarded to its directors and officers while it is a CPC.

The objective and purpose of any Option reward is to encourage the Corporation’s officers and directors to find a Qualifying Transaction that is in the best interest of the Shareholders. If a Qualifying Transaction is not successfully completed, or if one is completed that does not increase the value of the Common Shares during the term of the Option, the directors and officers will receive no benefit, or very little benefit, from any Options.

With respect to the grant of Options, the Chief Executive Officer of the Corporation recommends to the Board the individual equity incentive awards for each executive officer and director. The Board then takes these recommendations into consideration when making final decisions on compensation for those executive officers. The Board does not use formulas or benchmarks for each grant, but is restricted by the policies of the TSXV and the terms of the Option Plan in how many Options it may grant. Options under the Option Plan are awarded to executive officers by the Board based upon the level of responsibility and contribution of the individuals towards the Corporation’s goals and objectives. Previous grants of Options to a particular individual will be taken into account when considering future grants of Options to that particular individual.

Following the completion of a Qualifying Transaction by the Corporation, if any, it is anticipated that the Corporation will pay compensation to its directors and officers in accordance with industry standards, depending on the nature and size of the particular business that the Corporation acquires in connection with any Qualifying Transaction that it may complete.

Pension Plan Benefits

As at June 30, 2017, the Corporation did not provide a defined benefit plan or actuarial plan for its employees, officers or directors.

Equity Compensation Plan Information

The following table sets forth information in respect of securities authorized for issuance under the Corporation’s equity compensation plans as at June 30, 2017.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected herein)




Equity compensation plans approved by securityholders⁽¹⁾⁽²⁾	720,000⁽²⁾	$0.10⁽²⁾	Nil⁽¹⁾⁽³⁾
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	720,000⁽¹⁾⁽²⁾	$0.10⁽¹⁾⁽²⁾	Nil⁽¹⁾⁽³⁾

Notes:
(1)	The Option Plan is a “rolling” stock option plan which reserves for issuance a maximum of 10% of the issued and outstanding Common Shares at the time of the Option grant.
(2)	On September 15, 2017, upon completion of the Corporation’s initial public offering, the Corporation granted 720,000 Options to directors and officers of the Corporation with an exercise price of $0.10 per Common Share.
(3)	The Corporation currently has no Options available for further issuance under the Option Plan.

CORPORATE GOVERNANCE DISCLOSURE

General

The Board views effective corporate governance as an essential element for the effective and efficient operation of the Corporation. The Corporation believes that effective corporate governance improves corporate performance and benefits all of its Shareholders. The following statement of corporate governance practices sets out the Board’s review of the Corporation’s governance practices relative to National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201 - Corporate Governance Guidelines.

Board of Directors

The Board, which is responsible for supervising the management of the business and affairs of the Corporation, is currently comprised of three (3) directors. Following the Meeting, it is anticipated that there will be three (3) directors, of which two (2) are independent, as such term is defined in NI 58-101 and one (1) of which is independent as such term is defined in National Instrument 52-110 – Audit Committees (“NI 52-110”). The independent director is Douglas Osrow. Robb McNaughton is not independent for purposes of NI 52-110 by virtue of being a partner of a law firm in an advisory capacity to the Corporation. Daniel Lanskey, the President, Chief Executive Officer, Chief Financial Officer and Secretary-Treasurer is not independent by virtue of him being a member of the Corporation’s management or a related party thereto.

Other Reporting Issuer Experience

Certain of the Corporation’s directors or nominee directors are currently directors or have served as directors of officers of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name of Director,

Officer or Promoter

Name of Reporting Issuer

Exchange

Position

Term

Daniel Lanskey

Austex Oil Limited

ASX

Managing Director

April 2006 to July 2014

Raya Group Limited

ASX

Managing Director

September 2014 to November 2016

Pryme Energy Limited

ASX

Non-Executive Director

September 2015 to February 2016

Douglas Osrow

Remark Media

NASDAQ

Chief Financial Officer

October 2013 to present

Robb McNaugton

Assante Corporation

TSX

VP – Strategy and Corporate Operations

September 2002 to November 2003

Metropolitan Mining Inc.

TSXV

Director

March 2011 to July 2011

Richmond Row Capital Corp.

TSXV

Director

November 2010 to August 2012

eQube Gaming Limited

TSXV

Director

November 2011 to April 2017

Richmond Road Capital Corp.

NEX

Director

September 2012 to present

Goldbelt Empires Limited

TSXV

Director

October 2015 to December 2016

QE2 Acquisition Corp.

TSXV

Director

October 2014 to December 2014

Global Investments Capital Corp.

TSXV

Director

August 2017 to present

Orientation and Continuing Education of Board Members

The Corporation currently does not have any formal orientation or continuing education programs in place for new directors, as there have been no changes in Board membership since incorporation. At such time as there is a change in the Board, this policy will be reviewed.

Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual directors pursuant to corporate legislation and the common law, and the conflict of interest provisions under corporate legislation which restricts an individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Nomination of Directors

The size of the Board is reviewed annually when the Board considers the number of directors to recommend for election at the annual meeting of Shareholders. The Board takes into account the number of directors required to carry out the Board duties effectively, and to maintain a diversity of view and experience.

Compensation of Directors and Officers

The Board as a whole is responsible for determining the overall compensation strategy of the Corporation and administering the Corporation’s executive compensation program. The Corporation is currently a CPC and until the Corporation completes a Qualifying Transaction, no compensation of any kind may be provided to the Corporation’s directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of Options to purchase Common Shares pursuant to the Corporation’s Option Plan.

Other Board Committees

The Board has no standing committees other than the Audit Committee.

Assessment of Directors, the Board and Board Committees

The Board monitors the adequacy of information given to directors, the communications between the Board and management and the strategic direction and processes of the Board and its Audit Committee, to satisfy itself that the Board, its Audit Committee and its individual directors are performing effectively.

AUDIT COMMITTEE

The following information is provided in accordance with Form 52-110F2 under NI 52-110.

Audit Committee Charter

The Audit Committee is a committee of the Board established for the purpose of overseeing the accounting and financial reporting processes of the Corporation and annual external audits of the financial statements. The Audit Committee has formally set out its responsibilities and compensation requirements in fulfilling its oversight in relation to the Corporation’s internal accounting standards and practices, financial information, accounting systems and procedures. The Audit Committee Charter is set forth in Appendix “B” attached hereto.

Composition of the Audit Committee

The Audit Committee of the Board consists of Daniel Lanskey, Douglas Osrow and Robb McNaughton. Douglas Osrow is “Independent” and all members of the Audit Committee are “Financially Literate”, as such terms are defined in NI 52-110. Daniel Lanskey is not considered to be independent within the meaning of NI 52-110 by virtue of being a member of the Corporation’s management or a related party thereto. Robb McNaughton is not independent for purposes of NI 52-110 by virtue of being a partner of a law firm in an advisory capacity to the Corporation.

As a venture issuer, the Corporation is exempt from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110.

Relevant Education and Experience of Audit Committee Members

Daniel Lanskey

Mr. Lanskey holds a post graduate Business Degree from Griffith University. He has over 15 years’ experience with Public Companies. From 2006 until January 2014 was founding Managing Director of AusTex Oil (ASX: AOK)(TSXV:ATO) (OTCQX: ATXDY), and successfully led AusTex through the acquisition of acreage in Oklahoma’s Mississippian Lime formation and growing the company to $30 million in annual revenue. At AusTex, Mr Lanskey oversaw the IPO on the Australian Securities Exchange and subsequent listing on the OTCQX and TSXV and was integral in all capital raisings undertaken by the Corporation. Prior to the oil and gas industry he was involved - 24 - in the Information Technology industry both in Australia, Asia and North America. He was previously Managing Director of Raya Group Limited (ASX:RYG) and Non-Executive Chairman of Pryme Energy Limited (ASX:PYM). He is currently a director of Australian Securities Company (International) Pty Ltd (Australian Financial Services License 000253224).

Douglas Osrow

Mr. Osrow is the Chief Financial Officer of Remark Media, Inc. since October 2013. Remark is a global digital media company and owns and operates digital media properties. Prior to this, Mr. Osrow served as the Chief Financial Officer of Paragon Gaming Corporation, from September 2011 to October 2013. Previous to that, he worked as a Vice-President in the investment banking division of Citadel Securities, and as a Senior Analyst at Hawkeye Capital Management. Mr. Osrow earned an undergraduate degree from Northwestern University and a Master of Business Administration from The Kellogg School of Management.

Robb McNaughton

Mr. McNaughton has been a partner in the Securities and Capital Markets Group at the law firm Borden Ladner Gervais LLP since July 2013. From March 2010 to July 2013, Mr. McNaughton was a partner in the corporate finance group at the law firm Gowling Lafleur Henderson LLP. Previously to this, Mr. McNaughton was a lawyer and partner with Fraser Milner Casgrain LLP (currently Dentons LLP). Mr. McNaughton worked from September 2002 to November 2003 as the Vice-President of Strategy and Corporate Operations at Assante Corporation, which was a financial services company formerly listed on the Toronto Stock Exchange that was sold to CI Financial in 2003. Mr. McNaughton graduated from Queen’s University with a Bachelor of Arts (Honours) degree in 1991. In 2000, Mr. McNaughton received a Bachelor of Laws degree and a Master of Business Administration degree from the University of Western Ontario’s Faculty of Law and Richard Ivey School of Business.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on the exemption in Section 2.4 (De Minimis Non-audit Services) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions) of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services under the heading “Accounting Systems, Internal Controls and Procedures” of the Audit Committee Charter of the Corporation which is attached hereto as Schedule “B”.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation’s external auditors in the last fiscal year is set out below. The Corporation was incorporated on June 1, 2016.

Financial Year

Ending

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

June 30, 2017

$6,000

7,500

Nil

Notes:
(1)	The Corporation was incorporated on June 1, 2016.

Exemption

As an issuer listed on the TSXV, the Corporation currently relies on the exemption set forth in Section 6.1 of NI 52-110 pertaining to composition of the Audit Committee and reporting obligations under NI 52-110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer or employee of the Corporation, or any proposed nominee director, or any of their respective associates or affiliates, is or has been at any time since the beginning of the last completed fiscal year, indebted to the Corporation or any of its subsidiaries nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Corporation or any of its subsidiaries.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, the Corporation is not aware of any material interest, direct or indirect, of any “informed person” of the Corporation, any proposed director of the Corporation or any associate or affiliate, of any of the foregoing in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the company or any of its subsidiaries.

For the purposes of the above, “informed person” means: (a) a director or executive officer of the Corporation; (b) a director or executive officer of a company that is itself an informed person or subsidiary of the Corporation; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation after having purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

There are potential conflicts of interest to which all of the directors and officers of the Corporation may be subject in connection with the operations of the Corporation. All of the directors and officers are engaged in and will continue to be engaged in corporations or businesses, including publicly traded corporations, which may be in competition with the search by the Corporation for businesses or assets in order to close a Qualifying Transaction, as such term is defined in the policies of the TSXV. Accordingly, situations may arise where all of the directors and officers will be in direct competition with the Corporation. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act (Alberta).

MANAGEMENT CONTRACTS

The Corporation has no management contracts or other arrangement in place where management functions are performed by a person or company other than the directors or executive officers of the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation’s profile on the SEDAR website at www.sedar.com. Financial information in respect of the Corporation and its affairs is provided in the Corporation’s financial statements for the financial year ended June 30, 2017 and the related management’s discussion and analysis. Copies of the Corporation’s financial statements and related management’s discussion and analysis are available on SEDAR at www.sedar.com and will be sent by the Corporation to any Shareholder upon request.

SCHEDULE A

STOCK OPTION PLAN
OF
THE NEEDLE CAPITAL CORP.

A-1

STOCK OPTION PLAN OF THE NEEDLE CAPITAL CORP.

1.	Purpose

The purpose of the Stock Option Plan (the “Plan”) of THE NEEDLE CAPITAL CORP., a corporation incorporated under the Business Corporations Act (Alberta) (the “Corporation”) is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Corporation (the “Shares”), thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

2.	Administration

The Plan shall be administered by the Board of Directors of the Corporation or by a special committee of the directors appointed from time to time by the Board of Directors of the Corporation pursuant to rules of procedure fixed by the Board of Directors (such committee or, if no such committee is appointed, the Board of Directors of the Corporation, is hereinafter referred to as the “Board”). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the Plan and on their legal personal representatives and beneficiaries.

Each option granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Corporation and by the optionee, in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.

3.	Stock Exchange Rules

All options granted pursuant to this Plan shall be subject to rules and policies of any stock exchange or exchanges on which the common shares of the Corporation are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the “Exchange”).

4.	Shares Subject to Plan

Subject to adjustment as provided in Section 15 hereof, the Shares to be offered under the Plan shall consist of common shares of the Corporation's authorized but unissued common shares. The aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the issued and outstanding common shares of the Corporation from time to time. If any option granted hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.

However, other than in connection with a “Qualifying Transaction” (as defined in Policy 2.4 of the Exchange) or otherwise accepted by the TSX Venture Exchange, during the time that the Corporation is a “Capital Pool Company” (as defined in Policy 2.4 of the Exchange), the aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the common shares of the Corporation issued and outstanding at the closing of the Corporation's initial public offering.

5.	Maintenance of Sufficient Capital

The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Plan.

A-2

6.	Eligibility and Participation

Directors, officers, consultants, and employees of the Corporation or its subsidiaries, and employees of a person or company which provides management services to the Corporation or its subsidiaries (“Management Company Employees”) shall be eligible for selection to participate in the Plan (such persons hereinafter collectively referred to as “Participants”). Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant.

Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each option. In the case of employees or consultants of the Corporation or Management Company Employees, the option agreements to which they are party must contain a representation of the Corporation that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its subsidiaries.

A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.

7.	Exercise Price

	(a)	The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange.

	(b)	Once the exercise price has been determined by the Board, accepted by the Exchange and the option has been granted, the exercise price of an option may only be reduced if at least 6 months have elapsed since the later of the date of the commencement of the term, the date the Corporation's shares commenced trading or the date the exercise price was reduced. In the case of options held by insiders of the Corporation (as defined in the policies of the Exchange), the exercise price of an option may be reduced only if disinterested shareholder approval is obtained.

8.	Number of Optioned Shares

	(a)	The number of Shares subject to an option granted to anyone Participant shall be determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.

	(b)	No single Participant may be granted options to purchase a number of Shares equalling more than 5% of the issued common shares of the Corporation in any twelve month period unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.

	(c)	Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve month period to anyone consultant of the Corporation (or any of its subsidiaries).

	(d)	Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve month period to persons employed to provide investor relation activities. Options granted to Consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than 1\4 of the options vesting in any 3 month period.

9.	Duration of Option

	(a)	Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11 and 12, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange, being 10 years for the TSX Venture Exchange.

	(b)	If any options expire during a period when trading of our securities by certain persons as designated by the Corporation is prohibited (a “Blackout Period”) or within ten business days after the end of a Blackout Period, the term of those options will be extended to ten business days after the end of the Blackout Period, unless such extension is prohibited by any applicable law or the policies of the TSX Venture Exchange.

A-3

10.

Option Period, Consideration and Payment

	(a)	The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 11 and 12 covering cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant.

	(b)	Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.

	(c)	Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.

	(d)	Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is at the time of such exercise a director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management Company Employee of the Corporation or any of its subsidiaries.

	(e)	The exercise of any option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any common shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under the Plan are issued to him or them under the terms of the Plan.

11.

Ceasing To Be a Director, Officer, Consultant or Employee

	(a)	Subject to subsection (b), if a Participant shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise his option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90 days after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Participant's services to the Corporation.

	(b)	If the Participant does not continue to be a director, officer, consultant, employee of the Resulting Issuer upon completion of the Corporation's Qualifying Transaction (as such terms are defined in the policies of the Exchange), the options granted hereunder must be exercised by the Participant within the later of 12 months after completion of the Qualifying Transaction and 90 days after the Participant ceases to become a director, officer, consultant or employee of the Resulting Issuer.

	(c)	Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries or affiliates.

A-4

12.

Death of Participant

Notwithstanding section 11, in the event of the death of a Participant, the option previously granted to him shall be exercisable only within the one (1) year after such death and then only:

	(a)	by the person or persons to whom the Participant's rights under the option shall pass by the Participant's will or the laws of descent and distribution; and

	(b)	if and to the extent that such Participant was entitled to exercise the Option at the date of his death.

13.

Rights of Optionee

No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until such Shares shall have been issued.

14.

Proceeds from Sale of Shares

The proceeds from the sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine.

15.

Adjustments

If the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through reorganization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Shares optioned or issued on exercise of options and the exercise price per Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.

Adjustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share shall be required to be issued under the Plan on any such adjustment.

16.

Transferability

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.

17.

Amendment and Termination of Plan

Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including any exchange on which the Common Shares are listed for trading), the Board may at any time, without further action by the shareholders, amend the Plan or any option granted hereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to ensure that options granted hereunder will comply with any provisions respecting stock options in the income tax or other laws in force in any country or jurisdiction of which a person to whom an option has been granted may from time to time be resident or citizen or the Board may at any time, without action by shareholders, terminate the Plan. The Board may not, however, without the consent of the option holder, alter or impair any of the rights or obligations under any option theretofore granted.

A-5

18.

Necessary Approvals

The ability of a Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from shareholders of the Corporation and any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation will be returned to the Participant.

19.

Effective Date of Plan

The Plan has been adopted by the Board of the Corporation subject to the approval of the Exchange and, if so approved, subject to the discretion of the Board, the Plan shall become effective upon such approvals being obtained.

20.

Interpretation

The Plan will be governed by and construed in accordance with the laws of the Province of Alberta.

A-6

SCHEDULE B

AUDIT COMMITTEE CHARTER
OF
THE NEEDLE CAPITAL CORP.

B-1

THE NEEDLE CAPITAL CORP.

(the “Corporation”)

AUDIT COMMITTEE CHARTER

1.	Mandate

The primary function of the audit committee (the “Committee”) is to assist the board of directors (the “Board”) of The Needle Capital Corp. (the “Company”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. The Committee’s primary duties and responsibilities are to:

	(a)	serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements;

	(b)	review and appraise the performance of the Company’s external auditor;

	(c)	provide an open avenue of communication among the Company’s auditor, financial and senior management and the Board; and

	(d)	report regularly to the Board the results of its activities.

2.	Composition

The Committee shall be comprised of a minimum three directors as determined by the Board, a majority of whom shall not be officers or employees of the Company or any of its affiliates. If the Company ceases to be a “venture issuer” (as that term is defined in Multilateral Instrument 52 - 110 – Audit Committees), then all of the members of the Committee shall be free from any material relationship with the Company that, in the opinion of the Board, would interfere with the exercise of their independent judgment as a member of the Committee.

If the Company ceases to be a venture issuer then all members of the Committee shall also have accounting or related financial management expertise. All members of the Committee should have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be elected by the Board at its first meeting following the annual shareholders’ meeting or until their successors are duly elected. Unless a chairperson (“Chair”) is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

3.	Meetings

The Committee shall meet a least once quarterly, or more frequently as circumstances dictate or as may be prescribed by securities regulatory requirements. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer of the Company and the external auditor of the Company in separate sessions.

4.	Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

A.	Documents/Reports Review

(a)

review and update this Audit Committee Charter annually;

B-2

	(b)	review the Company’s financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditor; and

	(c)	review regular summary reports of directors and officers expense account claims at least annually, establish and review approval policies for expense reports and, as required, request audits of expense claims and policies for expense approval and reimbursements. The Chair of the Committee will be responsible for approving the expense reports of the President and the Chief Executive Officer of the Company, and the Chief Executive Officer of the Company will be responsible for approving the expense reports of the directors and officers of the Company.

B.	External Auditor

	(a)	review annually, the performance of the external auditor who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company;

	(b)	obtain annually, a formal written statement of the external auditor setting forth all relationships between the external auditor and the Company;

	(c)	review and discuss with the external auditor any disclosed relationships or services that may impact the objectivity and independence of the external auditor;

	(d)	take, or recommend that the Board, appropriate action to oversee the independence of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting;

	(e)	recommend to the Board the selection and, where applicable, the replacement of the external auditor nominated annually for shareholder approval;

	(f)	recommend to the Board the compensation to be paid to the external auditor;

	(g)	at each meeting, where desired, consult with the external auditor, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements;

	(h)	review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;

	(i)	review with management and the external auditor the audit plan for the year-end financial statements; and

	(j)	review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditor. The pre-approval requirement is waived with respect to the provision of non-audit services if:

	i.	the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditor during the fiscal year in which the non-audit services are provided,

	ii.	such services were not recognized by the Company at the time of the engagement to be non-audit services, and

	iii.	such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

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Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

C.	Financial Reporting Processes

	(a)	in consultation with the external auditor, review with management the integrity of the Company's financial reporting process, both internal and external;

	(b)	consider the external auditor’s judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting;

	(c)	consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditor and management;

	(d)	review significant judgments made by management in the preparation of the financial statements and the view of the external auditor as to appropriateness of such judgments;

	(e)	following completion of the annual audit, review separately with management and the external auditor any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;

	(f)	review any significant disagreement among management and the external auditor in connection with the preparation of the financial statements;

	(g)	review with the external auditor and management the extent to which changes and improvements in financial or accounting practices have been implemented;

	(h)	review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;

	(i)	review certification process;

	(j)	establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;

	(k)	establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and

	(l)	on at least an annual basis, review with the Company’s counsel, any legal matters that could have a significant impact on the Company’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or government agencies.

Authority

(a)

The Committee will have the authority to:

	i.	review any related-party transactions;

	ii.	engage independent counsel and other advisors as it determines necessary to carry out its duties;

	iii.	set and pay compensation for any independent counsel and other advisors employed by the Committee;

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	iv.	communicate directly with the auditors; and

	v.	conduct and authorize investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to retain independent counsel and other professionals to assist in the conduct of any investigation.

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SCHEDULE C

BY-LAW NO. 1 OF

THE NEEDLE CAPITAL CORP.

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BY-LAW NO. 1

A by-law relating generally to the transaction
of the business and affairs of

THE NEEDLE CAPITAL CORP.
(the "Corporation")

PART 1
INTERPRETATION

Section 1.1 Definitions. In the by-laws of the Corporation, unless the context otherwise requires, capitalized terms used but not defined in this By-Law shall have the meanings attributed to them in the Act, except that:

"Act" means the Business Corporations Act (Ontario), and any statute that may be substituted therefor, as amended, restated or in effect from time to time;

"appoint" includes "elect" and vice versa;

"articles" means the articles of the Corporation as defined in the Act;

"Board" means the board of directors of the Corporation;

"by-laws" means this by-law and all other by-laws of the Corporation from time to time in force and effect;

"meeting of shareholders" includes an annual meeting of shareholders or a special meeting of shareholders; "special meeting of shareholders" includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders;

"recorded address" means in the case of a shareholder, that person's address as recorded in the securities register; in the case of joint shareholders, the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; and in the case of a director, officer, auditor or member of a committee of the Board, that individual's latest address as recorded in the records of the Corporation;

"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and

"signing officer" means, in relation to any instrument, any person authorized to sign the instrument on behalf of the Corporation by Section 7.1 or by a resolution passed pursuant thereto.

Section 1.2 Interpretation. Words in the singular include the plural and vice-versa, words in one gender include all genders, and words importing persons include individuals, bodies corporate, partnerships, trusts and unincorporated organizations.

Section 1.3 Securities legislation. The provisions of this by-law are subject to applicable securities legislation.

PART 2
MEETINGS OF SHAREHOLDERS

Section 2.1 Annual meeting. Subject to the Act, the annual meeting of shareholders shall be held at such time in each year and, subject to Section 2.3, at such place as the Board, may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting.

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Section 2.2 Special meetings. The Board, the chairman of the Board or the president shall have the power to call a special meeting of shareholders at any time.

Section 2.3 Place of meetings. Meetings of shareholders shall be held at the registered office of the Corporation or, if the Board shall so determine, at such other place in or outside Ontario.

Section 2.4 Participation by electronic means. If the Corporation chooses to make available a telephonic or electronic facility that permits all participants to communicate adequately with each other during a meeting of shareholders, any shareholder entitled to attend such meeting may participate in the meeting by means of such telephonic or electronic communication facility. A shareholder, who through such means votes at the meeting or establishes a communications link to the meeting is deemed to be present at the meeting. Notwithstanding any other provision of this By-law, any person participating in a meeting of shareholders pursuant to this Part who is entitled to vote at that meeting may vote, in accordance with the Act and the Regulations, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

Section 2.5 Notice of meetings. Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section 6.1 not less than 21 days nor more than 50 days before the date of the meeting, or within such other period as may be provided by the Act or prescribed by the Regulations to each director, to the auditor and to each shareholder entitled to vote at the Meeting.

Section 2.6 Quorum. At any meeting of shareholders (or of the holders of any class or series of shares), the holders present in person or represented by proxy of at least 5% of the outstanding shares of the Corporation (or of such class or series) entitled to be voted at the meeting shall constitute a quorum for the transaction of business. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the holders present in person or represented by proxy of a majority of the shares represented at the meeting may adjourn the meeting to a fixed time and place, but no other business may be transacted.

Section 2.7 Chairman and secretary. The chairman of the Board or, if he is not present, the president of the Corporation or, in the absence of both of them, a vice-president who is a director, shall be the chairman of any meeting of shareholders. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman of the meeting shall appoint an individual, who need not be a shareholder, to act as secretary of the meeting.

Section 2.8 Scrutineers. At any meeting of shareholders, the chairman of the meeting may appoint one or more persons, who may but need not be shareholders, to serve as scrutineers with such duties as the chairman may prescribe.

Section 2.9 Persons entitled to be present. The only persons entitled to attend a meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

Section 2.10 Votes to govern. At any meeting of shareholders every question shall, unless otherwise required by the articles or the by-laws or by law, be determined by the majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or on a ballot or on results of electronic voting, the chairman of the meeting shall not be entitled to a second or casting vote.

Section 2.11 Show of hands. Subject to the Act, any question at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. On a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken on a question, unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that the vote on the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the question, and the result of the vote so taken shall be the decision of the shareholders on the question.

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PART 3
DIVIDENDS AND RIGHTS

Section 3.1 Dividends. Subject to the Act, the Board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation.

Section 3.2 Payments of dividends and other distributions. Any dividend or other distribution payable in cash to shareholders will be paid by cheque or by electronic means or by such other method as the directors may determine. The payment will be made to or to the order of each registered holder of shares in respect of which the payment is to be made. Cheques will be sent to the registered holder's recorded address, unless the holder otherwise directs. In case of joint holders, the payment will be made to the order of all such joint holders and, if applicable, sent to them at their recorded address, unless such joint holders otherwise direct. The sending of the cheque or the sending of the payment by electronic means or the sending of the payment by a method determined by the directors in an amount equal to the dividend or other distribution to be paid less any tax the Corporation is required to withhold will satisfy and discharge the liability for the payment unless payment is not made upon presentation, if applicable.

Section 3.3 Non-Receipt of payment. In the event of non-receipt of any payment made as contemplated by section 3.2 by the person to whom it is sent, the Corporation may issue re-payment to such person for a like amount. The directors may determine, whether generally or in any particular case, the terms on which any re-payment may be made, including terms as to indemnity, reimbursement of expenses, and evidence of non-receipt and of title.

Section 3.4 Record date for dividends and rights. The Board may fix in advance a date, preceding by not more than 50 days, the date for the payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities, provided that notice of any such record date shall be given, not less than 7 days before such record date. Where no record date is fixed so, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the Board.

Section 3.5 Unclaimed dividends. Any dividend unclaimed after the expiry of the applicable limitation period shall be forfeited and shall revert to the Corporation.

PART 4
DIRECTORS AND OFFICERS

Section 4.1 Number of Directors. Subject to the articles, the Board shall consist of the number of directors specified in the articles, except that if the articles provide for a minimum and maximum number of directors, the Board shall consist of the number of directors determined from time to time by a special resolution of the shareholders (or, if the directors are empowered by a special resolution to determine the number, by a resolution of the Board) within such minimum and maximum.

Section 4.2 Quorum. Subject to the Act, a quorum for the transaction of business shall be a majority of the number of directors as determined in accordance with Section 4.1. If there is no quorum at a meeting, a majority of the directors present may adjourn the meeting to a fixed time and place, but no other business may be transacted thereat.

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Section 4.3 Election and term. The election of directors shall take place at the first meeting of shareholders and at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The election need not be by ballot unless a ballot is demanded by any shareholder or required by the chairman of the meeting. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

Section 4.4 Removal of Directors. Subject to the Act, the shareholders may, by ordinary resolution passed at a special meeting, remove any director from office and the vacancy created by such removal may be filled at the same meeting failing which it may be filled by the Board.

Section 4.5 First meeting of new Board. Provided a quorum of directors is present, each newly elected Board may, without notice, hold its first meeting immediately following the meeting of shareholders at which such Board is elected.

Section 4.6 Regular meetings. Subject to the Act, the Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named.

Section 4.7 Meeting by communication facilities. If all the directors present at or participating in the meeting consent, a meeting of the Board or of a committee of the Board may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means shall be deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Board and of committees of the Board. If a majority of the directors participating in a meeting held under this section are then in Canada, the meeting shall be deemed to have been held in Canada.

Section 4.8 Place of meetings. Meetings of the Board may be held at any place within or outside Ontario.

Section 4.9 Calling of meetings. Meetings of the Board shall be held from time to time at such time and at such place as the Board, the chairman of the Board, the president, a vice-president or any two directors may determine.

Section 4.10 Notice of meeting. Notice of the time and place of each meeting of the Board shall be given to each Director at least 48 hours before the meeting in the manner provided in Section 6.1. A notice of meeting of the Board need not specify the business to be transacted at the meeting except as may be required by the Act.

Section 4.11 Chairman. The chairman of the Board or, if he is not present, the president of the Corporation or, in the absence of both of them, a director designated by the Board shall act as chairman at each meeting of the Board.

Section 4.12 Votes to Govern. At all meetings of the Board every question shall be decided by a majority of the votes cast on the question of those directors entitled to vote. In case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote.

Section 4.13 Committees. The Board may from time to time appoint committees composed of directors and/or other persons which may exercise such powers as, subject to any limitations prescribed by the Act, the Board may delegate to them and shall have such other functions as the Board may determine.

Section 4.14 Officers. The Board may from time to time elect or appoint officers of the Corporation and specify the powers and duties of the officers.

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PART 5
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS.

Section 5.1 Limitation of liability. No director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or on which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on such individual's part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of such individual's office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the Regulations or from liability for any breach thereof.

Section 5.2 Indemnity. Subject to the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or another individual who acts or acted at the Corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, and such person's heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, if:

(a)	the individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interest of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation's request; and

(b)	in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that the individual's conduct was lawful.

Section 5.3 Advance of Costs. The Corporation shall advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in Section 5.2. The individual shall repay the money if the individual does not fulfil the conditions of Section 5.2 or the Act.

Section 5.4 Insurance. Subject to the Act, the Corporation may purchase and maintain such insurance for the benefit of its directors and officers as such, as the Board may from time to time determine.

PART 6
NOTICES

Section 6.1 Method of giving notices. Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the Regulations, the articles, the bylaws or otherwise to a shareholder, director, officer or member of a committee of the Board or to the auditors shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to such person's recorded address or if mailed to such person at such person's recorded address by prepaid ordinary or air mail or if sent to such person at such person's recorded address by facsimile or if provided to such person by electronic means in accordance with the Electronic Commerce Act, 2002 (Ontario). A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been received by the addressee on the fifth day after mailing; and a notice so provided by electronic means (including by facsimile) shall be deemed to have been sent and received in the manner and at the time specified in the Electronic Commerce Act, 2002 (Ontario). The secretary of the Corporation may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the Board in accordance with any information believed by the secretary to be reliable.

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Section 6.2 Notice of joint shareholders. If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice to one of such persons shall be sufficient notice to all of them.

Section 6.3 Computation of time. In computing the date when notice must be given under any provisions requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

Section 6.4 Undelivered notices. If any notice given to a shareholder pursuant to Section 6.1 is returned on two consecutive occasions because such shareholder cannot be found, the Corporation shall not be required to give any further notices to such shareholder until such shareholder informs the Corporation in writing of such shareholder's new address.

Section 6.5 Omissions and errors. The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the Board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

PART 7
EXECUTION OF DOCUMENTS

Section 7.1 Execution of documents. Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any director or officer. In addition, the Board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal (if any) to any instrument. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

Section 7.2 Execution in counterpart. Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed in several documents of like form each of which is executed by all persons required or permitted, as the case may be, to do so, shall be deemed to constitute one document and to bear date as of the date of execution thereof by the last person.

PART 8
EFFECTIVE DATE

Section 8.1 This by-law shall be effective when made by the Board.

PART 9
REPEAL

Section 9.1 Any existing by-law relating generally to the transaction of the business and affairs of the Corporation is repealed provided that such repeal shall not affect the previous operation of such by-law or the validity of any act done or right, privilege, obligation or liability acquired or incurred, under, or the validity of any contract or agreement made pursuant to such by-law before to its repeal.

PASSED by the board on [•] and confirmed by the shareholder in accordance with the Act on [•].

DATED the [•]

Secretary

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SCHEDULE D
SECTION 191 OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

D-1

SECTION 191 OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

Shareholder's Right To Dissent

191(1) Subject to sections 192 and 242, a holder of shares of any class of a corporation may dissent if the corporation resolves to:

	(c)	amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class,

	(d)	amend its articles under section 173 to add, change or remove any restrictions on the business or businesses that the corporation may carry on,

	(b.1)	amend its articles under section 173 to add or remove an express statement establishing the unlimited liability of shareholders as set out in section 15.2(1),

	(e)	amalgamate with another corporation, otherwise than under section 184 or 187,

	(f)	be continued under the laws of another jurisdiction under section 189, or

	(g)	sell, lease or exchange all or substantially all its property under section 190.

(13)	A holder of shares of any class or series of shares entitled to vote under section 176, other than section 176(1)(a), may dissent if the corporation resolves to amend its articles in a manner described in that section.

(14)	In addition to any other right the shareholder may have, but subject to subsection (20), a shareholder entitled to dissent under this section and who complies with this section is entitled to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the last business day before the day on which the resolution from which the shareholder dissents was adopted.

(15)	A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the shareholder or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

(16)	A dissenting shareholder shall send to the corporation a written objection to a resolution referred to in subsection (1) or (2),

	(a)	at or before any meeting of shareholders at which the resolution is to be voted on, or

	(b)	if the corporation did not send notice to the shareholder of the purpose of the meeting or of the shareholder's right to dissent, within a reasonable time after the shareholder learns that the resolution was adopted and of the shareholder's right to dissent.

(17)	An application may be made to the Court after the adoption of a resolution referred to in subsection (1) or (2),

	(a)	by the corporation, or

	(b)	by a shareholder if the shareholder has sent an objection to the corporation under subsection (5),

		to fix the fair value in accordance with subsection (3) of the shares of a shareholder who dissents under this section or to fix the time at which a shareholder of an unlimited liability corporation who dissents under this section ceases to become liable for any new liability, act or default of the unlimited liability corporation.

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(18)	If an application is made under subsection (6), the corporation shall, unless the Court otherwise orders, send to each dissenting shareholder a written offer to pay the shareholder an amount considered by the directors to be the fair value of the shares.

(19)	Unless the Court otherwise orders, an offer referred to in subsection (7) shall be sent to each dissenting shareholder

	(a)	at least 10 days before the date on which the application is returnable, if the corporation is the applicant, or

	(b)	within 10 days after the corporation is served with a copy of the application, if a shareholder is the applicant.

(20)	Every offer made under subsection (7) shall

	(a)	be made on the same terms, and

	(b)	contain or be accompanied with a statement showing how the fair value was determined.

(21)	A dissenting shareholder may make an agreement with the corporation for the purchase of the shareholder's shares by the corporation, in the amount of the corporation's offer under subsection (7) or otherwise, at any time before the Court pronounces an order fixing the fair value of the shares.

(22)	A dissenting shareholder

	(a)	is not required to give security for costs in respect of an application under subsection (6), and

	(b)	except in special circumstances must not be required to pay the costs of the application or appraisal.

(23)	In connection with an application under subsection (6), the Court may give directions for

	(a)	joining as parties all dissenting shareholders whose shares have not been purchased by the corporation and for the representation of dissenting shareholders who, in the opinion of the Court, are in need of representation,

	(b)	the trial of issues and interlocutory matters, including pleadings and questioning under Part 5 of the Alberta Rules of Court,,

	(c)	the payment to the shareholder of all or part of the sum offered by the corporation for the shares,

	(d)	the deposit of the share certificates with the Court or with the corporation or its transfer agent,

	(e)	the appointment and payment of independent appraisers, and the procedures to be followed by them,

	(f)	the service of documents, and

	(g)	the burden of proof on the parties.

(24)	On an application under subsection (6), the Court shall make an order

(a)

fixing the fair value of the shares in accordance with subsection (3) of all dissenting shareholders who are parties to the application,

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	(b)	giving judgment in that amount against the corporation and in favour of each of those dissenting shareholders,

	(c)	fixing the time within which the corporation must pay that amount to a shareholder, and

	(d)	fixing the time at which a dissenting shareholder of an unlimited liability corporation ceases to become liable for any new liability, act or default of the unlimited liability corporation.

(25)

	(a)	the action approved by the resolution from which the shareholder dissents becoming effective,

	(b)	the making of an agreement under subsection (10) between the corporation and the dissenting shareholder as to the payment to be made by the corporation for the shareholder's shares, whether by the acceptance of the corporation's offer under subsection (7) or otherwise, or

	(c)	the pronouncement of an order under subsection (13),

		whichever first occurs, the shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shareholder's shares in the amount agreed to between the corporation and the shareholder or in the amount of the judgment, as the case may be.

(26)	Subsection (14)(a) does not apply to a shareholder referred to in subsection (5)(b).

(27)	Until one of the events mentioned in subsection (14) occurs,

	(a)	the shareholder may withdraw the shareholder's dissent, or

	(b)	the corporation may rescind the resolution, and in either event proceedings under this section shall be discontinued.

(28)	The Court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder, from the date on which the shareholder ceases to have any rights, as a shareholder by reason of subsection (14) until the date of payment.

(29)	If subsection (20) applies, the corporation shall, within 10 days after

	(a)	the pronouncement of an order under subsection (13), or

	(b)	the making of an agreement between the shareholder and the corporation as to the payment to be made for the shareholder's shares,

		notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their

(30)

Notwithstanding that a judgment has been given in favour of a dissenting shareholder under subsection (13)(b), if subsection (20) applies, the dissenting shareholder, by written notice delivered to the corporation within 30 days after receiving the notice under subsection (18), may withdraw the shareholder's notice of objection, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to the shareholder's full rights as a shareholder, failing which the shareholder retains a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

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(31)	A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

	(a)	the corporation is or would after the payment be unable to pay its liabilities as they become due, or

	(b)	the realizable value of the corporation's assets would by reason of the payment be less than the aggregate of its liabilities.

D-5

EX-99.12 13 exhibit99-12.htm EXHIBIT 99.12 The Flowr Corp.: Exhibit 99.12 - Filed by newsfilecorp.com

EX-99.13 14 exhibit99-13.htm EXHIBIT 99.13 The Flowr Corp.: Exhibit 99.13 - Filed by newsfilecorp.com

Form 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Daniel Lanskey, Chief Financial Officer of The Needle Capital Corp., certify the following:

Date: May 30, 2018

“Daniel Lanskey”

Daniel Lanskey

Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52- 109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.14 15 exhibit99-14.htm EXHIBIT 99.14 The Flowr Corp.: Exhibit 99.14 - Filed by newsfilecorp.com

Form 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Daniel Lanskey, Chief Executive Officer of The Needle Capital Corp., certify the following:

Date: May 30, 2018

“Daniel Lanskey”

Daniel Lanskey

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52- 109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.15 16 exhibit99-15.htm EXHIBIT 99.15 The Flowr Corp.: Exhibit 99.15 - Filed by newsfilecorp.com

The Needle Capital Corp.
(A Capital Pool Corporation)
Condensed Interim Financial Statements
For the three and nine months ended March 31, 2018
(expressed in Canadian dollars)
(Unaudited)

The Needle Capital Corp.

Condensed Interim Statement of Financial Position

As at:

		March 31,			June 30,
		2018			2017
		(Unaudited)			(Audited)

Assets
Current
Cash	$	326,532		$	176,369
Deferred financing costs (Note 4)		-			56,500
Total assets	$	326,532		$	232,869


Liabilities
Current
Accounts payable and accruals	$	3,500		$	29,500

Shareholders' Equity
Share capital (Note 4)	$	385,600		$	210,000
Contributed surplus		74,000			-
Deficit		(136,568	)		(6,631	)
Total shareholders’ equity	$	323,032		$	203,369
Total liabilities and shareholders’ equity	$	326,532		$	232,869
Letter of intent (Note 8)

Approved on behalf of the Board

Signed “Daniel Lanskey”		Signed “Robb McNaughton”
Director		Director

The accompanying notes are an integral part of these condensed interim financial statements

- 1 -

The Needle Capital Corp.

Condensed Interim Statement of Loss and Comprehensive Loss

For the three and nine months ended March 31,

(Unaudited)

		Three months		Three months	Nine months		Nine months
		ended March		ended March	ended March		ended March
		31, 2018		31, 2017	31, 2018		31, 2017
Expenses							-
Professional fees	$	9,257		-	21,495		-
Stock-based compensation (Note 4)		-		-	57,000		-
Filing and communication fees		25,928		-	51,442		-
Net loss and comprehensive loss	$	35,185		-	129,937		-

Loss per share		(0.01	)	-	(0.06	)	-

Weighted average number of shares – basic and diluted (Note 4)		3,000,000		-	2,135,036		-

The accompanying notes are an integral part of these condensed interim financial statements

- 2 -

The Needle Capital Corp.

Condensed Interim Statement of Changes in Shareholders’ Equity

(Unaudited)

	Share		Contributed			Shareholders’
	Capital		Surplus	Deficit		Equity
	($)		($)	($)		($)
As at June 30, 2016	-		-	-		-
Share issuance	209,660		-	-		209,660
As at March 31, 2017	209,660		-	-		209,660
As at June 30, 2017	210,000		-	(6,631	)	203,369
Share issuance (Note 4)	300,000		-	-		300,000
Share issue costs (Note 4)	(124,400	)	-	-		(124,400	)
Agent warrants (Note 4)	-		17,000	-		17,000
Option issuance (Note 4)	-		57,000	-		57,000
Net loss for the period	-		-	(129,937	)	(129,937	)
As at March 31, 2018	385,600		74,000	(136,568	)	323,032

The accompanying notes are an integral part of these condensed interim financial statements

- 3 -

The Needle Capital Corp.

Condensed Interim Statement of Cash Flows

For the nine months ended March 31,

(unaudited)

		2018		2017
Cash provided by the following activities:
Operating activities
Net loss	$	(129,937	)	-
Stock-based compensation		57,000		-
Change in non-cash working capital:				-
Deferred financing costs		-		(32,250	)
Accounts payable and accruals	$	(26,000	)	6,000
Cash flows used in operating activities		(98,937	)	(26,250	)
Financing activities
Issuance of common shares, net of issue costs (Note 4)	$	249,100		210,000
Cash flows provided by financing activities		249,100		210,000
Increase in cash resources		150,163		183,750
Cash resources, beginning of period		176,369		-
Cash resources, end of period	$	326,531		183,750

The accompanying notes are an integral part of these condensed interim financial statements

- 4 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended March 31, 2018

(Unaudited)

1.	Incorporation and operations

The head office and registered office of the Company is located at 1900, 520 – 3^rd Street SW, Calgary, Alberta.

2.	Basis of preparation

Statement of compliance

The condensed interim financial statements for the three and nine month periods ended March 31, 2018 have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), including IAS 34 Interim Financial Reporting. These condensed interim financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the Company’s June 30, 2017 annual audited financial statements.

These condensed interim financial statements were authorized for issue in accordance with a resolution of the Board of Directors on May 30, 2018.

Basis of measurement

These condensed interim financial statements are stated in Canadian dollars, its functional currency and were prepared on a going concern basis, under the historical cost convention.

- 5 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended March 31, 2018

(Unaudited)

3.	Significant accounting policies

Significant accounting estimates and judgements

Estimates

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

Fair value of financial instruments

The estimated fair value of financial assets and liabilities, by their very nature, are subject to measurement uncertainty.

Taxes

Judgements

The key areas of judgment that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

Taxes

Financial instruments

Stock options

- 6 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended March 31, 2018

(Unaudited)

4.	Share capital

Authorized:

Unlimited number of Common Shares, without nominal or par value
Unlimited number of non-voting Preferred shares issuable in series

Issued: Common Shares

	Number of
	Shares	$
As at June 30, 2017(i)	4,200,000	210,000
Issued for cash (ii)	3,000,000	300,000
Share issue costs	-	(124,400	)
As at March 31, 2018	7,200,000	385,600

	(i)	The Company issued 4,200,000 Common Shares to directors of the Company at a price of $0.05 per share. All 4,200,000 Common Shares are subject to an escrow agreement. These 4,200,000 Common Shares, which are considered contingently issuable until the Company completes a Qualifying Transaction, are not considered to be outstanding for the purpose of the loss per share calculation.

	(ii)	During the period ended December 31, 2017, the Company completed its initial public offering and raised gross proceeds of $300,000 through the issuance of 3,000,000 Common Shares at a price of $0.10 per share. Included in share issuance costs is $56,500 relating to the June 30, 2017 deferred costs balance.

		The Company granted warrants to the agent (the “Agent’s Warrants”) which entitles the Agent to purchase in aggregate up to 300,000 Common Shares at an exercise price $0.10 per Common Share. The Agent’s Warrants will expire 24 months from the date the Common Shares were listed on the Exchange. The Agent also received a cash commission equal to 10% of the gross proceeds of the Offering, a corporate finance fee of $10,000 and was reimbursed for its legal fees and reasonable expenses. The value of the Agent Warrants is $17,000 as determined by the Black-Scholes option pricing model, and has been recorded as share issue costs.

Escrow

Share-based payments

- 7 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended March 31, 2018

(Unaudited)

4.	Share capital (continued)

		Weighted average
	Number of options	exercise price
*Options*	(#)	($)
As at June 30, 2017	-	-
Issued to directors and officers	720,000	0.10
As at March 31, 2018	720,000	0.10

	Number	Weighted average
	of warrants	exercise price
*Warrants*	(#)	($)
As at June 30, 2017	-	-
Issued to agents	300,000	0.10
As at March 31, 2018	300,000	0.10

The Black-Scholes option pricing model was used to estimate the fair value of options and warrants on the date of grant using the following assumptions:

Risk-

free

Expected

interest

Expected

dividend

Expected

Forfeiture

Expiry

rate

life

yield

volatility

Rate

(year)

(%)

(years)

(%)

Options

2022

1.80

5.0

0.0

110

0.0

Agent warrants

2019

0.58

2.0

0.0

110

0.0

The fair value of the options granted to directors and officers of $57,000 is included in share-based payment expense on the statement of loss and comprehensive loss.

5.	Related party transactions

Key management compensation during the nine months ended March 31, 2018 was $57,000 (2017 - $nil).

During the nine months ended March 31, 2018 the Company incurred approximately $83,200 in legal fees for services in relation to the IPO and other general matters provided by a law firm whose partner is a director of the Company. As at March 31, 2018 $nil is owing to this law firm.

Transactions with related parties are incurred in the normal course of business.

6.	Capital disclosures

- 8 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended March 31, 2018

(Unaudited)

6.	Capital disclosures (continued)

The Company’s objectives when managing capital are:

	i.	to maintain a flexible capital structure, which optimizes the cost of capital at acceptable risk; and,

	ii.	to maintain investor, creditor and market confidence in order to sustain the future development of the business.

The Company is not subject to any externally or internally imposed capital requirements at period-end.

7.	Financial instruments

Fair value

	Level 1:	Fair value measurements are those derived from quoted prices (unadjusted) in the active market for identical assets or liabilities.

	Level 2:	Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices).

	Level 3:	Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

The fair value of cash is determined on level 1 inputs. The carrying amount of cash and account payable and accruals approximates its fair value due to the short-term maturities of these items.

Credit Risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. The Company believes it has no significant credit risk.

Liquidity Risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at March 31, 2018, the Company had a cash balance of $326,532 to settle liabilities of $3,500.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company has no market risks.

- 9 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended March 31, 2018

(Unaudited)

8.	Letter of intent

During the period ended March 31, 2018, the Company signed a letter of intent (“LOI”) in respect of a proposed business combination with an unrelated party (“Target Co.”) (the “Transaction”) and brokered private placement.

Pursuant to the Transaction, the Company and Target Co. will complete a plan of arrangement, amalgamation, three-corner amalgamation or alternative structure to be determined. It is anticipated that the Company’s common shares will be issued to the shareholders of the Target Co. on a basis of one common share of the Company for every one common share of Target Co. outstanding. The effect of the Transaction will be a reverse take over of the Company by Target Co.

As part of the Transaction, it is anticipated that Target Co will complete a private placement of its common shares for gross proceeds of not less than $5,000,000 and up to $25,000,000.

The Transaction is subject to TSX Venture and other regulatory approvals.

- 10 -

EX-99.16 17 exhibit99-16.htm EXHIBIT 99.16 The Flowr Corp.: Exhibit 99.16 - Filed by newsfilecorp.com

FILING STATEMENT

THE NEEDLE CAPITAL CORP.

IN RESPECT OF

THE QUALIFYING TRANSACTION OF THE NEEDLE CAPITAL CORP.

INVOLVING THE AMALGAMATION OF

THE FLOWR CORPORATION

AND

2652253 ONTARIO INC.

A WHOLLY-OWNED SUBSIDIARY OF THE NEEDLE CAPITAL CORP.

DATED September 19, 2018

Neither the TSX Venture Exchange Inc. (the “Exchange”) nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this filing statement.

TABLE OF CONTENTS

SUMMARY OF FILING STATEMENT		16

	Principal Terms of the Transaction	16

	Information Concerning Flowr	16

	Not a Non-Arm's Length Qualifying Transaction	17

	Interests of Insiders, Promoters or Control Persons of the Corporation	17

	Estimated Available Funds and Proposed Principal Uses Thereof	17

	Selected Pro Forma Consolidated Financial Information	18

	Listing on the Exchange	19

	Market Price of the Needle Shares	19

	Sponsorship	20

	Conditional Listing Approval	20

	Conflicts of Interest	20

	Interests of Experts	20

	Risk Factors	20

INFORMATION CONCERNING NEEDLE		22

	Corporate Structure	22

	General Development Of The Business	22

	Principal Terms of the Transaction	22

	Selected Consolidated Financial Information And Management's Discussion And Analysis	23

	Description of the Securities	24

	Dividends or Distributions	24

	Stock Option Plan	25

	Prior Sales of Securities	25

	Stock Exchange Price	26

	Arm's Length Transaction	26

	Legal Proceedings	26

	Auditor, Transfer Agent And Registrar	26

INFORMATION CONCERNING FLOWR		28

	Corporate Structure	28

	Marketing Plans and Strategies	36

	Competitive Conditions	37

	Research and Development	38

- 3 -

	Future Developments	38

	Proprietary Protection	39

	Risk Factors	40

	Selected Consolidated Financial Information And Management's Discussion And Analysis	41

	Management's Discussion and Analysis	41

	Trends	41

	Description of Securities	42

	Consolidated Capitalization	44

	Prior Sales	44

	Stock Exchange Price	45

	Executive Compensation	45

	Summary Compensation Table	46

	Outstanding Share-Based and Option-Based Awards	47

	Incentive Plan Awards – Value Vested or Earned During Year	48

	Legal Proceedings	49

	Auditor, Transfer Agent And Registrar	49

	Material Contracts	49

INFORMATION CONCERNING THE RESULTING ISSUER		51

	Corporate Structure	51

	Narrative Description Of The Business	51

	Description Of Securities	52

	Pro Forma Fully Diluted Share Capital	52

	Estimated Available Funds And Principal Purposes	54

	Principal Securityholders	54

	Directors, Officers and Promoters	55

	Anticipated Executive Compensation	61

	Base Salaries	61

	Summary Compensation Table	62

	Option-Based Awards and Incentive Plan Awards	63

	Pension Plan Benefits	63

	Deferred Compensation Plans	64

	Director Compensation	64

	Indebtedness Of Directors And Officers	64

- 4 -

	Investor Relations Arrangements	64

	Options to Purchase Securities	64

	Escrowed Securities	65

	Auditors, Transfer Agent And Registrar	70

	Risk Factors	70

	Sponsorship	85

	Relationships	85

	Experts	85

	Other Material Facts	85

	Board Approval	85

SCHEDULE “A” FINANCIAL STATEMENTS OF NEEDLE FOR THE YEAR ENDED JUNE 30, 2017	90

SCHEDULE “B” MANAGEMENT’S DISCUSSION AND ANALYSIS OF NEEDLE FOR THE YEAR ENDED JUNE 30, 2017	91

SCHEDULE “C” FINANCIAL STATEMENTS OF NEEDLE FOR THE INTERIM PERIOD ENDED March 31, 2018	92

SCHEDULE “D” MANAGEMENT’S DISCUSSION AND ANALYSIS OF NEEDLE FOR THE INTERIM PERIOD ENDED MARCH 31, 2018	93

SCHEDULE “E” FINANCIAL STATEMENTS OF FLOWR FOR THE YEAR ENDED DECEMBER 31, 2017	94

SCHEDULE “F” MANAGEMENT’S DISCUSSION AND ANALYSIS OF FLOWR FOR THE YEAR ENDED DECEMBER 31, 2017	95

SCHEDULE “G” FINANCIAL STATEMENTS OF FLOWR FOR THE INTERIM PERIOD ENDED JUNE 30, 2018	96

SCHEDULE “H” MANAGEMENT’S DISCUSSION AND ANALYSIS OF FLOWR FOR THE INTERIM PERIOD ENDED JUNE 30, 2018	97

SCHEDULE “I” PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE RESULTING ISSUER	98

GLOSSARY OF TERMS

In this filing statement, unless otherwise defined or expressly stated herein or something in the subject matter or the context is clearly inconsistent therewith:

“ABCA” means the Business Corporations Act R.S.A. 2000, c. B-9, as amended, including the regulations promulgated thereunder.

“ACMPR” means the Access to Cannabis for Medical Purposes Regulations to the CDSA in effect since August 24,2016, and which replaced the MMPR.

“ACMPR Licence” means Licence No. 10-MM0263/2017 originally issued by Health Canada pursuant to the ACMPR, with an effective date of December 1, 2017 and expiry date of December 1, 2020, granting Flowr Okanagan, the authority to produce, possess, ship, transport, deliver and destroy dried cannabis and cannabis plants (including live clippings and seed).

“ACMPR Patients” means patients registered under the ACMPR and that are eligible to purchase medical cannabis from Licensed Producers under the ACMPR.

“Agency Agreement” means the agency agreement entered into between Flowr and the Agents in respect of the Brokered Private Placement and dated as of August 28, 2018.

“Agents” means Clarus Securities Inc., Eight Capital, Sprott Capital Partners, Echelon Wealth Partners Inc. and Industrial Alliance Securities Inc.

“Agents’ Commission” means the cash fee payable to the Agents (a) equal to 6.0% of the gross proceeds raised from the sale of Flowr Subscription Receipts pursuant to the Brokered Private Placement, and such Agents' Commission being reduced to 3.0% in respect of sales of Flowr Subscription Receipts to the subscribers on the Non-Brokered Private Placement, and (b) equal to 1% of the gross proceeds raised from the Lead Investor, provided that the Lead Investor is a current shareholder of Flowr or an affiliate thereof.

“Agents’ Expenses” means the reasonable and documented out-of-pocket expenses incurred by the Agents in connection with the Brokered Private Placement, including, but not limited to, the reasonable fees and disbursements of Agents’ legal counsel.

“Affiliate” means a company that is affiliated with another company as follows:

(a)

a company is an “Affiliate” of another company if:

	(i)	one of them is the subsidiary of the other; or

	(ii)	each of them is controlled by the same Person.

(b)

a company is “controlled” by a Person if:

	(i)	voting securities of the Corporation are held, other than by way of security only, by or for the benefit of that Person; and

	(ii)	the voting securities, if voted, entitle the Person to elect a majority of the directors of the Corporation.

- 6 -

(c)

a Person beneficially owns securities that are beneficially owned by:

	(i)	a company controlled by that Person; or

	(ii)	an Affiliate of that Person or an Affiliate of any company controlled by that Person.

“Amalco” means the OBCA corporation formed pursuant to the Amalgamation, which will be a wholly-owned subsidiary of the Resulting Issuer.

“Amalgamation” means the amalgamation of Flowr and Subco pursuant to section 174 of the OBCA and on the terms and conditions set forth in the Amalgamation Agreement, which shall result in the indirect acquisition by Needle, of all of the issued and outstanding securities of Flowr.

“Amalgamation Agreement” means the amalgamation agreement dated August 27, 2018, among Needle, Flowr and Subco, as amended by an amending agreement dated September 10, 2018, pursuant to which Flowr will amalgamate with Subco to form Amalco.

“Amendment Application” means the application made by Flowr Okanagan to Health Canada to amend the ACMPR Licence, including the materials submitted to Health Canada in respect to the application for the Sales Licence.

“Articles of Amalgamation” means the articles of amalgamation giving effect to the Amalgamation required to be filed with the Director under the OBCA.

“Associate” when used to indicate a relationship with a Person, means:

	(a)	an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer;

	(b)	any partner of the Person;

	(c)	any trust or estate in which a Person has a substantial beneficial interest or in respect of

which an individual or company serves as trustee or in a similar capacity;

(d)

in the case of a Person that is an individual:

	(i)	that Person's spouse or child; or

	(ii)	any relative of that Person or of his spouse who has the same residence as that individual;

but

(e)

where the Exchange determines that two Persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D with respect to that Member firm, Member corporation or holding company.

“Audit Committee” means the audit committee of the Board.

- 7 -

“Bill C-45” means Bill C-45 issued by the Government of Canada on April 13, 2017, which proposed the enactment of the Cannabis Act.

“Board” means the board of directors of the Corporation.

“Brokered Private Placement” means the brokered private placement of 980,000 Flowr Subscription Receipts at a price of $2.60 per Flowr Subscription Receipt for aggregate gross proceeds of $2,548,000, completed by Flowr on August 28, 2018, pursuant to the Agency Agreement.

“Business Combination” means the series of transactions, as detailed in the Business Combination Agreement, through which the businesses of Flowr and Needle will be combined, including the Consolidation, the Private Placement, the Amalgamation, the Continuance, the Needle Director Appointments and the Name Change.

“Business Combination Agreement” means the business combination agreement dated August 27, 2018, among the Corporation, Flowr and Subco, as amended by an amending agreement dated September 10, 2018.

“cannabis” means cannabis, its preparations and derivatives, as set out in item 1 of Schedule II to the CDSA.

“Cannabis Act” means the proposed legislation titled An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts.

“Capital Pool Company” or “CPC” means a corporation:

	(a)	that has been incorporated or organized in a jurisdiction in Canada;

	(b)	that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with the CPC Policy; and

	(c)	in regard to which the completion of a Qualifying Transaction has not yet occurred.

“CBD” means cannabinoid.

“CDSA” means the Controlled Drugs and Substances Act (Canada).

“Change of Control” means the occurrence of any one or a combination of the following: A. a transaction or series of transactions in which the shareholders of the Corporation immediately before the subject transaction do not retain immediately after the subject transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of directors or, in the case of an asset transfer, the entity to which the assets of the Corporation were transferred, as the case may be; B. the sale or exchange in a single or series of related transactions of securities of the Corporation and/or Flowr ULC resulting in Core Flow Canada Holdings Inc. or Thomas Flow Investments Inc. collectively, holding directly or indirectly less than fifty percent (50%) of the number of shares of the Corporation and/or the Flowr ULC that are held by Core Flow Canada Holdings Inc. and Thomas Flow Investments Inc., collectively, as of the date of the completion of the Flowr Reorganization; provided, however, that a Change of Control shall be deemed not to include a transaction, including an IP, in which a majority of the members of the board of directors of the continuing, surviving or successor entity, or parent thereof, immediately after such transaction is comprised of incumbent directors.

“Closing” means the closing of the Transaction.

- 8 -

“Closing Date” means the day that the Transaction occurs, which shall not be prior to the date upon which all regulatory approvals have been obtained for the transactions described herein, and including specifically the approval of the Exchange for the Transaction to be the Qualifying Transaction of Needle and all conditions contained in this Agreement shall be met or waived.

“Completion of the Transaction” or “Completion of the Qualifying Transaction” means the date that the Final Exchange Bulletin is issued by the Exchange.

“Consolidation” means the consolidation of the Needle Shares on the basis of one (1) post-consolidation Needle Share for every thirteen (13) pre-consolidation Needle Shares, completed prior to the Closing of the Transaction.

“Continuance” means the continuance of the Corporation from the ABCA to the OBCA, to be completed prior to the Amalgamation.

“Control Person” means any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

“Co-Lead Agents” means Clarus Securities Inc. and Eight Capital.

“Corporation” or “Needle” means The Needle Capital Corp., a corporation incorporated under the ABCA.

“CPC Escrow Agreement” means the Escrow Agreement dated June 17, 2017, among the Corporation, TMX Trust Company and certain securityholders of the Corporation, in the form of Exchange Form 2F – CPC Escrow Agreement.

“CPC Escrow Shares” means the 4,200,000 Needle Shares held in escrow pursuant to the CPC Escrow Agreement.

“CPC Policy” means Policy 2.4 of the Exchange Corporate Finance Manual entitled “Capital Pool Companies”.

“Escrow Agent” means Computershare Trust Company of Canada.

“Escrowed Proceeds” means the gross proceeds of the Private Placement, less 50% of the Agents’ Commission and any Agents’ Expenses payable by Flower in connection with the Brokered Private Placement pursuant to the terms of the Agency Agreement.

“Exchange” or “TSXV” means TSX Venture Exchange Inc.

“Facility” means the 85,000 square foot, scalable, advanced production facility located at 9590 McCarthy Road in Kelowna, British Columbia, which is leased by Flowr Okanagan, under the Lease Agreement, for the purpose of producing cannabis pursuant to the ACMPR Licence.

“Filing Statement” means this filing statement of the Corporation dated September 19, 2018, filed with the Exchange pursuant to the Exchange requirements.

“Final Exchange Bulletin” means the bulletin issued by the Exchange following completion of the Transaction and the submission of all required documentation and that evidences the final Exchange acceptance of the Transaction.

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“Flowco US Partners” means, together, Core Flow Canada Holdings Inc. and APMJ Canada Holdings Inc., who prior to the Flowr Reorganization were limited partners of Flowco Services LP and Flowco Investments LP.

“Flowr” means The Flowr Corporation, a corporation formed under the OBCA.

“Flowr Board” means the board of directors of Flowr.

“Flowr Broker Warrants” means the 441,720 broker warrants issued to the Agents on closing of the Private Placement. Each Flowr Broker Warrant will entitle the holder thereof to purchase one Flowr Common Share at an exercise price of $2.60 for a period of twenty-four (24) months following the closing of the Private Placement.

“Flowr Class A Shares” means the Class A preferred shares in the capital of Flowr.

“Flowr Class B Shares” means the Class B preferred shares in the capital of Flowr.

“Flowr Common Shares” means the common shares in the capital of Flowr.

“Flowr ESOP” means the employee stock option plan of Flowr, adopted by Flowr on March 23, 2018, as amended on September 14, 2018.

“Flowr ESOP Options” means the stock options to purchase Flowr Common Shares granted to Flowr’s directors,officers, employees, contractors and other eligible persons pursuant to the Flowr ESOP.

“Flowr Okanagan” means The Flowr Group (Okanagan) Inc., the subsidiary of Flowr, formerly called Cannatech Plant Systems Inc.

“Flowr Reorganization” means the corporate restructuring of Flowr effective December 1, 2017, pursuant to which the Canadian limited partners of Flowco Services LP and Flowco Investments LP became shareholders of Flowr, the Flowco US Partners became shareholders of Flowr ULC (along with Flowr), and Flowco Services LP and Flowco Investment LP were dissolved.

“Flowr Securities” means, collectively, the Flowr Shares, Flowr Stock Options, the Flowr ESOP Options and the Flowr Broker Warrants and “Flowr Security” means any such security.

“Flowr Securityholders” means collectively, the holders of Flowr Securities and “Flowr Securityholder” means any one of them.

“Flowr Share Exchange Agreement” means the share exchange agreement among Flowr, Flowr ULC and the Flowco US Partners dated December 21, 2018, which sets out the rights of the Flowco US Partners to exchange their Flowr ULC Class A Shares for Flowr Common Shares for no additional consideration and the mechanism by which additional Flowr ULC Common Shares will be issued to the Corporation in the event that the Corporation issues additional common shares.

“Flowr Shareholders” means the holders of Flowr Shares and “Flowr Shareholder” means any one of them.

“Flowr Shares” means all of the shares in the capital of Flowr outstanding at the Time of Closing.

“Flowr Stock Options” means stock options of Flowr, each of which entitles the holder thereof to acquire one (1)Flowr Common Share.

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“Flowr Subscription Receipt Agreement” means the subscription receipt agreement among Flowr, the Agents and the Subscription Receipt Agent providing for the creation of and governing the terms of the Flowr Subscription Receipts.

“Flowr Subscription Receipts” means the subscription receipts of Flowr issued pursuant to the Private Placement, each such Flowr Subscription Receipt entitling the holder thereof to acquire one Flowr Common Share for no additional consideration and without further action or formality on the part of the holder thereof in accordance with the terms thereof, all in accordance with the terms of the Flowr Subscription Receipt Agreement.

“Flowr ULC” means The Flowr Canada Holdings ULC, a subsidiary of Flowr.

“Flowr ULC Class A Shares” means the class A preferred shares in the capital of Flowr ULC, exchangeable for Flowr Class B Shares (or following Completion of the Transaction, Resulting Issuer Shares pursuant to the Needle Share Exchange Agreement) at any time at the option of the holder.

“Flowr ULC Common Shares” means the common shares in the capital of Flowr ULC.

“GMP” means the Good Manufacturing Practices.

“GPP” means the Good Production Practices standards mandated by the ACMPR.

“IFRS” means the International Financial Reporting Standards set by the International Accounting Standard Board which are applicable on the date on which any calculation is to be effective or the date of any financial statements referred to herein, as the case may be.

“Initial Public Offering” means the offering of 3,000,000 Needle Shares pursuant to the final prospectus of the Corporation dated June 16, 2017.

“Insider” when used in relation to the Corporation, means:

	(a)	a director or senior officer of the Corporation;

	(b)	a director or senior officer of a company that is an Insider or subsidiary of the Corporation;

	(c)	a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Corporation; or

	(d)	the Corporation itself if it holds any of its own securities.

“Kelowna Campus” means the series of facilities and properties owned by, or to be owned by, Flowr Okanagan located adjacent to the Facility at 9590 McCarthy Road, Kelowna, British Columbia, currently under construction and once complete, to target 435,000 square feet of grow space dedicated to the cultivation of cannabis. In addition, the Kelowna Campus will have a fully equipped research and development facility, purpose-built cultivation facilities, and a greenhouse.

“Lead Investor” means the subscriber providing the lead order in the Brokered Private Placement.

“Lease Agreement” means the lease dated December 1, 2016, between 0954717 B.C. Ltd. and Cannatech Plant Systems Inc. with respect to the property known for municipal purposes as 9590 McCarthy Road, in the City of Kelowna, British Columbia.

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“Licensed Producer” means the holder of a licence issued under section 35 of the ACMPR or any similar licence issued under predecessor legislation.

“Listing Date” means the date on which the Resulting Issuer Shares commence trading on the Exchange.

“Member” means a Person who has executed the Members’ Agreement, as amended from time to time and is accepted as and becomes a member of the Exchange under Exchange requirements.

“Members’ Agreement” means the members’ agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange.

“MMPR” means the Marihuana for Medical Purposes Regulations (Canada), repealed and replaced with the ACMPR.

“Name Change” means the filing of articles of amendment to change the name of the Corporation to “The Flowr Corporation” or such other name as Flowr may direct in writing and shall be approved by the Board and acceptable to applicable regulatory authorities.

“Needle Director Appointments” means, subject to the completion of the Amalgamation, the reconstitution of the board of directors of Needle to consist of five (5) directors nominated by Flowr, being: Thomas Flow, David Towill, Lyle Oberg, Steven Klein and David Miller.

“Needle Meeting” means the annual and special meeting of the Needle Shareholders held on April 13, 2018.

“Needle Options” means, pre-Consolidation, the 720,000 incentive stock options of the Corporation granted pursuant to the Stock Option Plan, each of which entitles the holder thereof to acquire one (1) Needle Share.

“Needle Share Exchange Agreement” means the share exchange agreement among Flowr, Flowr ULC, Needle and the Flowco US Partners dated as at the closing of the Business Combination, which sets out the rights of the Flowco US Partners to exchange their Flowr ULC Class A Shares for Resulting Issuer Shares, for no additional consideration, following Completion of the Transaction and the mechanism by which additional Flowr ULC Common Shares will be issued to the Resulting Issuer in the event that the Resulting Issuer issues additional common shares.

“Needle Shares” means the common shares in the capital of the Corporation.

“Needle Shareholders” means the holders of the Needle Shares.

“Needle Agent’s Warrants” means, pre-Consolidation, the 300,000 agent’s warrants outstanding to acquire 300,000 Needle Shares at an exercise price of $0.10 per share.

“Non-Arm's Length Party” means in relation to a company, a promoter, officer, director, other Insider or Control Person of that company (including an issuer) and any Associates or Affiliates of any of such Persons. In relation to an individual, means any Associate of the individual or any company of which the individual is a promoter, officer, director, Insider or Control Person.

“Non-Arm's Length Parties to the Qualifying Transaction” means any Target Company(ies) and includes, in relation to Significant Assets or Target Company(ies), the Non-Arm's Length Parties of any Target Company(ies) and all other parties to or associated with the Qualifying Transaction and Associates or Affiliates of all such other parties.

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“Non-Arm's Length Qualifying Transaction” means a Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the CPC and in relation to the Significant Assets which are to be the subject of the Qualifying Transaction.

“Non-Brokered Private Placement” means the non-brokered private placement of 12,827,734 Flowr Subscription Receipts at a price of $2.60 per Flowr Subscription Receipt for aggregate gross proceeds of $33,352,109, completed concurrently with the Brokered Private Placement on August 28, 2018.

“OBCA” means the Business Corporations Act (Ontario) as amended from time to time, the regulations and policies thereunder and any replacement legislation.

“OCS” means the Ontario Cannabis Store, a subsidiary of the Liquor Control Board of Ontario.

“Person” means a company or individual.

“PIPEDA” means the Personal Information Protection and Electronic Documents Act (Canada).

“Principal” means a person who, upon completion of a Qualifying Transaction, will be:

	(a)	a promoter of the Resulting Issuer;

	(b)	a director or senior officer of the Resulting Issuer or of a material operating subsidiary of the Resulting Issuer;

	(c)	a Person that beneficially owns, directly or indirectly, has control or direction over, or has a combination of direct or indirect beneficial ownership of and control or direction over, securities of the Resulting Issuer carrying more than 20% of the voting rights attached to all of the outstanding voting securities of the Resulting Issuer;

	(d)	a person or company that beneficially owns, directly or indirectly, has control or direction over, or has a combination of direct or indirect beneficial ownership of and control or direction over, securities of the Resulting Issuer carrying more than 10% of the voting rights attached to all of the outstanding voting securities of the Resulting Issuer, and:

	(i)	has appointed or elected, or has the right to appoint or elect, a director or senior officer of the Resulting Issuer; or

	(ii)	one or more directors or senior officers of the Resulting Issuer is also a director or officer of, or beneficially owns, directly or indirectly or has control or direction over, or has a combination of direct or indirect beneficial ownership of and control or direction over, securities of that person or company carrying more than 10% of the voting rights attached to all of the outstanding voting securities of that person or company; or

	(e)	a company 20% or more of the voting rights attached to all of the outstanding voting securities of which are beneficially owned, directly or indirectly, by any one of the persons or companies referred to in clauses (a) through (d), or over which one or more of the persons or companies referred to in clauses (a) through (d) has or have control or direction (or a combination of beneficial ownership and control or direction); or

	(f)	an Associate of a person or company referred to in clauses (a) through (e).

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“Private Placement” means, together, the Brokered Private Placement and the Non-Brokered Private Placement of up to 13,807,734 Flowr Subscription Receipts for aggregate gross proceeds of up to $35,900,108.40.

“Qualifying Transaction” means a transaction where a Capital Pool Company acquires Significant Assets other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means.

“Release Conditions” means the occurrence of all of the following events:

(i)	all conditions precedent to closing the Qualifying Transaction (other than the filing of Articles of Amalgamation) shall have been completed or satisfied;

(ii)	the receipt of all required shareholder, regulatory and court approvals of the Qualifying Transaction including, but not limited to, conditional approval of the TSXV for the listing of the Resulting Issuer Shares; and

(iii)	Flowr and the Co-Lead Agents having delivered a joint direction to the Subscription Receipt Agent confirming that the conditions set forth above have been met or waived.

“Responsible Person in Charge” has the meaning ascribed to it under the ACMPR.

“Resulting Issuer” means the issuer that was formerly a CPC that exists upon issuance of the Final Exchange Bulletin. In the case of the Corporation, the Resulting Issuer will be the Corporation as it exists upon the Completion of the Transaction.

“Resulting Issuer Broker Warrants” means the broker warrants to purchase Resulting Issuer Shares to be issued by the Resulting Issuer to the holders of Flowr Broker Warrants in exchange for the Flowr Broker Warrants.

“Resulting Issuer ESOP” means the employee stock option plan of the Resulting Issuer to be adopted by the Resulting Issuer upon completion of the Transaction.

“Resulting Issuer ESOP Options” means the stock options to purchase Resulting Issuer Shares to be issued by the Resulting Issuer to holders of the Flowr ESOP Options in exchange for the Flowr ESOP Options.

“Resulting Issuer Interests” means the Resulting Issuer Securities as well as the Flowr ULC Class A Shares.

“Resulting Issuer Stock Options” means the incentive stock options of the Resulting Issuer granted pursuant to the Stock Option Plan, each of which entitles the holder thereof to acquire one Resulting Issuer Share, which includes the Needle Options and the Resulting Issuer Stock Options exchanged for the Flowr Stock Options on Completion of the Transaction.

“Resulting Issuer Stock Option Plan” means the stock option plan of the Corporation, approved and adopted by the shareholders of the Corporation on April 13, 2018, which is expected to be maintained by the Resulting Issuer following completion of the Transaction.

“Resulting Issuer Securities” means the Resulting Issuer Stock Options, Resulting Issuer ESOP Options, Resulting Issuer Broker Warrants, the Resulting Issuer Shares and the Resulting Issuer Agent’s Warrants.

“Resulting Issuer Shares” means the common shares of the Resulting Issuer.

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“Resulting Issuer Agent’s Warrants” means the warrants of the Resulting Issuer which will be issued to holders of Needle Agent’s Warrants on completion of the Transaction.

“Sales Licence” means an amendment to the ACMPR Licence to include sales directly to patients under the ACMPR.

“Significant Assets” means one or more assets or businesses which, when purchased, optioned or otherwise acquired by the Capital Pool Company, together with any concurrent transactions, would result in the Capital Pool Company meeting the minimum listing requirements of the Exchange.

“Sponsor” has the meaning ascribed in Exchange Policy 2.2 “Sponsorship and Sponsorship Requirements”.

“Stock Option Plan” means the stock option plan of the Corporation, approved and adopted by the shareholders of the Corporation on April 13, 2018.

“Subco” means 2652253 Ontario Inc., the wholly-owned subsidiary of Needle, incorporated for the sole purpose of effecting the Amalgamation.

“Subscription Receipt Agent” means Computershare Trust Company of Canada, in its capacity as subscription receipt agent appointed pursuant to the terms of the Flowr Subscription Receipt Agreement.

“Subscription Receipt Conversion Time” means 12:01 a.m. (Toronto time) on the day upon which the Release Conditions are satisfied in advance of the Termination Deadline.

“Surplus Security Escrow Agreement” means the escrow agreement in the form of the Exchange's Form 5D to be entered into by and among the Escrow Agent, the Resulting Issuer and certain Principals of the Resulting Issuer prior to the Completion of the Transaction.

“Target Company” means a company to be acquired by the CPC as its Significant Asset pursuant to a Qualifying Transaction and, for the purposes of this Filing Statement, means Flowr.

“Termination Deadline” means 5:00 p.m. (Toronto time) on the date that is three months from the closing date of the Private Placement.

“THC” means Tetrahydrocannabinol.

“Time of Closing” means such time on the Closing Date as the parties hereto agree.

“Transaction” means the Name Change, the Continuance, the Needle Director Appointments, the Consolidation,the Amalgamation and the exchange of the Flowr Securities for Resulting Issuer Securities.

CURRENCY

Unless otherwise specified or the context otherwise requires, all references to “$” or “C$” are to Canadian dollars.

MEANING OF CERTAIN REFERENCES

As used in this Filing Statement, unless the context otherwise indicates, the terms “Needle”, “Corporation”, “we”,“us” and “our” mean The Needle Capital Corp.

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Statistical information and other data relating to the medical cannabis industry and the cannabis industry in general included in this Prospectus are derived from industry reports published by industry analysts, industry associations and/or independent consulting and data compilation organizations. Market data and industry forecasts used throughout this Prospectus were obtained from various publicly available sources. Although we believe that these independent sources are generally reliable, the accuracy and completeness of such information is not guaranteed and has not been independently verified.

For an explanation of certain technical terms and abbreviations used in this Filing Statement and not otherwise defined, see the “Glossary”.

NOTICE CONCERNING FORWARD-LOOKING STATEMENTS

This Filing Statement contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. These statements reflect beliefs of management of the Corporation or Flowr and are based on information currently available to management of the Corporation or Flowr.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation, Flowr or the Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include: (A) the intention to complete the Transaction; (B) the description of the Corporation that assumes Completion of the Transaction; and (C) the intention to grow the business and operations of Flowr. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Filing Statement. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Corporation or Flowr to obtain necessary financing; the economy generally; and anticipated and unanticipated costs. These forward-looking statements should not be relied upon as representing the Corporation's or Flowr's views as of any date subsequent to the date of this Filing Statement. Although the Corporation and Flowr have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Resulting Issuer. Additional factors are noted under “Information Concerning the Resulting Issuer – Risk Factors” in this Filing Statement. The forward-looking statements contained in this Filing Statement are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this Filing Statement are made as of the date of this Filing Statement and neither the Corporation nor Flowr undertakes an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.

DATE OF INFORMATION

Unless otherwise stated, the information contained in this Filing Statement is given as of September 19, 2018.

THE NEEDLE CAPITAL CORP.

SUMMARY OF FILING STATEMENT
(as at September 19, 2018, except as otherwise indicated)

The following is a summary of information relating to the Corporation, Flowr and the Resulting Issuer (assuming the Completion of the Transaction), and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement.

Principal Terms of the Transaction

The following summary is subject to the detailed provisions of the Business Combination Agreement and is qualified in its entirety by reference to the Business Combination Agreement which is available under the Corporation's profile on SEDAR at www.sedar.com.

On August 27, 2018, the Corporation entered into the Business Combination Agreement, pursuant to which the parties have agreed to complete the Transaction on the terms set out therein. The Transaction will involve:

	(a)	the completion of the Consolidation of all Needle Shares;

	(b)	the Name Change;

	(c)	the Private Placement;

	(d)	the Needle Director Appointments;

	(e)	the Continuance;

	(f)	the Amalgamation of Flowr and Subco, and the issuance of 85,692,095 Resulting Issuer Shares at a deemed issue price of $2.60 per Resulting Issuer Share (post-Consolidation). In addition, the Corporation will issue (i) 4,325,000 Resulting Issuer Stock Options; (ii) 8,035,530 Resulting Issuer ESOP Options; and (iii) 441,720 Resulting Issuer Broker Warrants, in exchange for the outstanding (i) Flowr Stock Options; (ii) Flowr ESOP Options; and (iii) Flowr Broker Warrants, respectively.

Amalco, the corporation resulting from the Amalgamation, will be a wholly-owned subsidiary of the Resulting Issuer and will own or control all of: (a) Subco’s assets and be subject to all of Subco’s obligations and liabilities; and (b) Flowr’s assets and be subject to all of Flowr’s obligations and liabilities.

For further information on the proposed Transaction, see “Information Concerning the Corporation – Principal Terms of the Transaction” below.

Information Concerning Flowr

Flowr was incorporated under the OBCA on October 25, 2017. Flowr Okanagan is a Licensed Producer and operates the Facility, a 85,000 square foot production facility in Kelowna, British Columbia. Flowr is focused on producing high-yield, high-quality cannabis for patients and consumers throughout Canada. Flowr also prioritizes research and development; its highly skilled scientific staff use modern genetic techniques, molecular biology and plant physiology, to breed specific cannabis varieties to identify unique characteristics and ultimately work to improve Flowr’s final products.

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For further information regarding Flowr, see “Information Concerning Flowr” below.

The information contained or referred to in this Filing Statement with respect to Flowr and its industry has been provided by the management of Flowr and is the responsibility of Flowr. Management of Needle has relied upon Flowr for the accuracy of the information provided by Flowr without independent verification.

Not a Non-Arm's Length Qualifying Transaction

The Transaction is not a Non-Arm's Length Qualifying Transaction.

Interests of Insiders, Promoters or Control Persons of the Corporation

Except as otherwise stated herein, none of the Insiders, promoters or Control Persons of the Corporation or any of their respective Associates and Affiliates (before and after giving effect to the Transaction) have any interest in the Transaction, other than that which arises from their holding of Needle Shares.

In connection with the proposed Transaction, the Corporation will incur legal fees with respect to legal services provided by a law firm whose partner is a shareholder of the Corporation.

Estimated Available Funds and Proposed Principal Uses Thereof

As at August 31, 2018, Flowr had working capital of $5,998,991. As at March 31, 2018, Flowr had estimated working capital of $1,429,000 (including HST receivable of approximately $297,000) and as at December 31, 2017, Flowr had working capital of approximately $6,768,000. The Resulting Issuer will have approximately $45,183,000 available upon Completion of the Transaction.

Principal Purposes of Funds

The following table sets out the estimated available funds after giving effect to the Transaction and the proposed principal uses for those funds:

Item	Approximate Amount ($)
Facility Grow Room Expansion⁽¹⁾	16,400,000
Unallocated Working Capital	18,526,665
Total	$34,926,665

Notes:

(1)	The $16,400,000 will be spent on Facility grow room expansion during the period from August 2018 to January 2019.

Notwithstanding the proposed uses of available funds as discussed above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. It is difficult, at this time, to definitively project the total funds necessary to effect the planned activities of the Resulting Issuer. For these reasons, management considers it to be in the best interests of the Corporation and its shareholders to afford management a reasonable degree of flexibility as to how the funds are employed among the uses identified above, or for other purposes, as the need arises. Further, the above uses of available funds should be considered estimates.

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Selected Pro Forma Consolidated Financial Information

The following table sets out select financial information of each of Needle and Flowr as at March 31, 2018 and June 30, 2018, respectively, as well as the unaudited pro forma financial information of the Resulting Issuer as at June 30, 2018, on a consolidated basis, after giving effect to the Transaction. This table should be read in conjunction with the Corporation's pro forma financial statements attached hereto as Schedule “I”.

Designation of Security	Needle, as at March 31, 2018	Flowr, as at June 30 2018	Resulting Issuer Pro Forma Consolidated, as at June 30, 2018
Long-term Debt	N/A	N/A	N/A
Total Assets	$326,532	$29,149,328	$67,583,456
Total Liabilities	$3,500	$2,258,228	$2,261,728
Total Shareholders’ Equity	$323,032	$26,891,100	$65,321,728

The following table sets out the securities of the Resulting Issuer that will be outstanding after giving effect to the

Designation of Security	Amount Outstanding prior to the Completion of the Transaction	Amount Outstanding after the Completion of the Transaction	Percentage of Total Number of Resulting Issuer Shares to be Issued and Outstanding following Completion of the Transaction on a Fully Diluted Basis
Resulting Issuer Shares based on the outstanding Needle Shares prior to the Completion of the Transaction	7,200,000	553,846	0.39%
Resulting Issuer Shares based on the outstanding Flowr Shares prior to the Completion of the Transaction	71,884,361	85,692,095 ⁽¹⁾	59.83%
Total (non-diluted)	79,084,361	86,245,945	60.22%
Resulting Issuer Shares reserved for issuance upon exercise of the Resulting Issuer Options	720,000	55,384	0.04%
Resulting Issuer Shares reserved for issuance upon conversion of the Flowr ULC Class A Shares	44,100,000	44,100,000	30.79%
Resulting Issuer Shares reserved for issuance upon exercise of the Flowr Stock Options	4,325,000	4,325,000	3.02%
Resulting Issuer Shares reserved for issuance upon exercise of the Flowr ESOP Options	8,035,530	8,035,530	5.61%
Resulting Issuer Shares reserved for issuance upon exercise of the Flowr Broker Warrants	0	441,720 ⁽²⁾	0.31%
Resulting Issuer Shares reserved for issuance upon exercise of the Resulting Issuer Agent’s Warrants	300,000	23,077	0.02%
Total (fully diluted)	136,564,891	143,226,652	100%

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Notes:

(1)	Includes the 13,807,734 Flowr Shares being issued pursuant to the Private Placement.
(2)	Resulting Issuer Broker Warrants were issued in an amount equal to 3% of the total proceeds raised from the sale of Flowr Subscription Receipts in the Brokered Private Placement (reduced to 1.5% in respect of sales to the subscribers as part of the Non- Brokered Private Placement.
(3)	Certain of these Resulting Issuer Securities will be held in escrow after the Completion of the Transaction (See “Information Concerning the Resulting Issuer – Escrowed Securities”).

Listing on the Exchange

The outstanding Needle Shares are listed on the Exchange under the trading symbol “NEDL.P”. Pursuant to the policies of the Exchange, trading in the Needle Shares was halted effective February 13, 2018, and has not yet resumed.

The Flowr Shares are not listed on any stock exchange and there is currently no public market for the Flowr Securities.

Market Price of the Needle Shares

On February 16, 2018, the Corporation issued a press release announcing the proposed Transaction. Pursuant to the policies of the Exchange, trading in the Needle Shares was halted on February 13, 2018, and has not yet resumed. The last trade of the Needle Shares prior to the trading halt was $0.10 per Needle Share. Trading of the Needle Shares will remain halted until Completion of the Transaction.

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Sponsorship

On September 12, 2018, the Exchange granted an exemption from applicable sponsorship requirements.

Conditional Listing Approval

The Exchange conditionally accepted the Qualifying Transaction on September 12, 2018, subject to the Corporation fulfilling all of the requirements of the Exchange within ninety days of such conditional acceptance.

Conflicts of Interest

Some of the individuals proposed for appointment as directors or officers of the Resulting Issuer upon the Completion of the Transaction or who may be considered promoters of the Resulting Issuer are also directors, officers and/or promoters of other reporting and non-reporting issuers. Accordingly, conflicts of interest may arise which could influence these persons in evaluating possible acquisitions or in generally acting on behalf of the Resulting Issuer, notwithstanding that they will be bound by the provisions of the OBCA to act at all times in good faith in the interest of the Resulting Issuer and to disclose such conflicts to the Resulting Issuer if and when they arise. To the best of its knowledge, the Corporation is not aware of the existence of any conflicts of interest between the Corporation and any of its directors and officers as of the date of this Filing Statement. To the best of its knowledge, Flowr is not aware of the existence of any conflicts of interest between Flowr and any of its directors and officers as of the date of this Filing Statement. The Flowr Shareholders must appreciate that they will be required to rely on the judgment and good faith of its directors and officers, as well as on the judgment and good faith of the directors and officers of Flowr, in resolving any conflicts of interest that may arise.

Interests of Experts

To the knowledge of the Corporation and Flowr, no person or company whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement holds any beneficial interest, direct or indirect, in any securities or property of the Corporation, Flowr, the Resulting Issuer or an Associate or Affiliate of the foregoing.

Risk Factors

There are inherent risks in the business of the Resulting Issuer. The Transaction must be considered speculative due to the nature of the business of the Resulting Issuer, and its relatively formative stage of development. The Needle Shareholders must rely on the ability, expertise, judgment, discretion, integrity and good faith of the management of the Resulting Issuer. There is no guarantee that the Resulting Issuer will be able to secure future financing to meet its future needs on reasonable terms. The business of the Resulting Issuer will be subject to risks and hazards related to the Corporation and Flowr, some of which are beyond its control.

Risk factors include but are not limited to: reliance on licensing, regulatory risks, its limited operating history and uncertainty of future revenues, competition, dependence on key executives, reliance on the Facility, breaches of security at the Facility, history of net losses, further funding requirements, product liability, product recalls, insurance and uninsured risks, the early stage of the cannabis industry, management of growth, proprietary protection, conflicts of interest, risks inherent in an agricultural business, environmental regulation and risks, unfavourable publicity or consumer perception, share price volatility, transportation disruptions, its vulnerability to rising energy costs, reliance on key inputs, dependence on suppliers and skilled labour, difficulty to forecast, the need to attract and retain qualified personnel, litigation, dividends, and the limited market for its securities.

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For a complete discussion of the risks associated with the Resulting Issuer and the Completion of the Transaction,see “Information Concerning the Resulting Issuer – Risk Factors”.

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INFORMATION CONCERNING NEEDLE

Corporate Structure

Name and Incorporation

The full corporate name of the Corporation is The Needle Capital Corp. The Corporation was incorporated pursuant to articles of incorporation dated June 1, 2016, under the ABCA. The directors of the Corporation are Daniel Lanksey, Douglas Osrow and Robb McNaughton. Daniel Lanskey is President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Corporation. The principal and registered office of the Corporation is located at 1900, 520 - 3 Avenue SW, Calgary, Alberta, T2P 0R3.

General Development Of The Business

The Corporation is a CPC. Prior to completing its Initial Public Offering and listing on the TSX Venture Exchange (the “TSXV”), the Corporation issued an aggregate of 4,200,000 Needle Shares at a price of $0.05 per Needle Share for gross proceeds of $210,000.

On September 15, 2017, the Corporation completed its Initial Public Offering of 3,000,000 Needle Shares at a price of $0.10 per Needle Share by way of a prospectus dated June 16, 2017, filed in the provinces of British Columbia, Alberta and Saskatchewan. After completing its Initial Public Offering the Needle Shares commenced trading on the TSXV on September 22, 2017, under the trading symbol “NEDL.P”.

On February 12, 2018, the Corporation and Flowr entered into an arm's length non-binding letter agreement pursuant to which the parties agreed to effect a business combination of the Corporation and Flowr. On August 27, 2018, the Corporation entered into the definitive Business Combination Agreement with respect to completing the Transaction. For further information on the proposed Transaction, see “Information Concerning the Corporation –Principal Terms of the Transaction” below.

At the Needle Meeting held on April 13, 2018, the Needle Shareholders approved, among other things: (a) a resolution approving, conditional upon and effective as of the Completion of the Qualifying Transaction with Flowr, the Needle Director Appointments; (b) a special resolution authorizing the Name Change; (c) a special resolution approving the Consolidation; and (d) a special resolution approving the Continuance.

To date, the Corporation has not carried on any operations other than identifying and evaluating opportunities for the acquisition of an interest in assets or businesses with a view to completing a Qualifying Transaction and, once identified and evaluated, negotiating an acquisition or participation in such assets or businesses. The Transaction will be the Corporation's Qualifying Transaction.

Principal Terms of the Transaction

The Transaction will involve the closing of the Private Placement and the Amalgamation of Flowr with Subco. Pursuant to the Business Combination Agreement, prior to Completion of the Transaction, the Corporation will first complete the Name Change, the Consolidation and the Continuance. Subsequent to the completion of the Consolidation, the Corporation shall issue (on a post-Consolidation basis): (i) 85,692,095 Resulting Issuer Shares; (ii) 4,325,000 Resulting Issuer Stock Options; (iii) 8,035,530 Resulting Issuer ESOP Options; and (iv) 441,720 Resulting Issuer Broker Warrants for each: (i) Flowr Share; (ii) Flowr Stock Option; (iii) Flowr ESOP Option; and (iv) Flowr Compensation Option, respectively. In addition, a total of 44,100,000 Resulting Issuer Shares will be reserved for issuance upon the conversion of the Flowr ULC Class A Shares. If the Flowr Broker Warrants have not been issued by Flowr as of the Closing Date, the Resulting Issuer has agreed that it is contractually obligated to issue Resulting Issuer Broker Warrants on the same terms subject to appropriate adjustments described above.

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There are currently a total of 7,200,000 Needle Shares, 720,000 Needle Options and 300,000 Needle Agent’s Warrants issued and outstanding (on a pre-Consolidation basis). Following the Consolidation, there will be 553,846 Needle Shares, 55,384 Needle Options and 23,077 Needle Agent’s Warrants.

Thus, on a post-Consolidation basis, following Completion of the Transaction, an aggregate of 86,245,945 Resulting Issuer Shares, 4,325,000 Resulting Issuer Stock Options, 8,090,914 Resulting Issuer ESOP Options, 23,077 Needle Agent’s Warrants and 441,720 Resulting Issuer Broker Warrants will be outstanding. A total of 44,100,000 Resulting Issuer Shares will be reserved for issuance upon the conversion of the Flowr ULC Class A Shares. See “Information Concerning the Resulting Issuer – Pro Forma Fully Diluted Share Capital” for details with respect to the Flowr Securities being exchanged for Resulting Issuer Securities.

It is also expected that prior to, or concurrently with, the Completion of the Transaction, the Corporation will change its name to “The Flowr Corporation” or such other name as the Board may determine. The Name Change, Consolidation and Continuance were approved by the special resolution of the Needle Shareholders at the annual and special meeting of the Needle Shareholders held on April 13, 2018.

Selected Consolidated Financial Information And Management's Discussion And Analysis

Selected Information

Since incorporation, the Corporation has incurred costs in carrying out its Initial Public Offering, in seeking, evaluating and negotiating potential Qualifying Transactions and in meeting the disclosure obligations imposed upon it as a reporting issuer in the provinces of British Columbia, Alberta and Saskatchewan.

The following table presents selected financial information of the Corporation for the periods indicated. This table should be read in conjunction with the audited financial statements for the year ended June 30, 2017, and the notes thereto, and the unaudited statements for the nine months ended March 31, 2018, and the notes thereto, which are set forth in Schedule “A” and Schedule “C”, respectively, to this Filing Statement. In addition, please see the Management's Discussion and Analysis included at Schedule “B” and Schedule “D” to this Filing Statement. This table contains financial information derived from and should be read in conjunction with the Corporation’s Financial Statements that have been prepared in accordance with IFRS.

	Nine Months Ended March 31, 2018 (unaudited)	Period from June 1, 2016 (incorporation) to June 30, 2017 (audited)
Total Assets	$326,532	$232,869
Total Liabilities and Shareholders’ Equity	$326,532	$232,869
Net loss and comprehensive loss for the period	($129,937)	($6,631)
Amounts deferred in connection with the Transaction	Nil	Nil

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Management Discussion and Analysis

Management's discussion and analysis of the financial condition and results of operations of the Corporation for the year ended June 30, 2017 and the interim period ended March 31, 2018, is attached to this Filing Statement as Schedule “B” and Schedule “D” respectively. The management's discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto attached to this Filing Statement as Schedule “A” and Schedule “C”.

Certain information included in such management's discussion and analysis is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “Forward Looking Information” above.

Description of the Securities

The Corporation is authorized to issue an unlimited number of Needle Shares, of which 7,200,000 Needle Shares are issued and outstanding as fully paid and non-assessable as at the date hereof. The Corporation is also authorized to issue an unlimited number of preferred shares, of which none are issued and outstanding as of the date hereof.

Needle Shares

The holders of Needle Shares are entitled to receive notice of and attend all meetings of the shareholders of the Corporation and are entitled to one (1) vote in respect of each Needle Share held at such meetings. The holders of Needle Shares are entitled to receive dividends if, as and when declared by the Board. In the event of liquidation, dissolution or winding-up of the Corporation, the holders of Needle Shares are entitled to share rateably in any distribution of the property or assets of the Corporation, subject to the rights of holders of any other class of securities of the Corporation entitled to receive assets or property of the Corporation upon such distribution in priority or rateably with the holders of Needle Shares.

Needle Preferred Shares

The Corporation is authorized to issue an unlimited number of non-voting preferred shares (the “Needle Preferred Shares”) without nominal or par value. The Needle Preferred Shares may be issued from time to time in one or more series, each consisting of a number of Needle Preferred Shares as determined by the Board which also may fix the designations, rights, privileges, restrictions and conditions attaching to the shares of each series of Needle Preferred Shares. There are no Needle Preferred Shares issued and outstanding. The Needle Preferred Shares of each series shall, with respect to payment of dividends and distribution of assets in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, rank on a parity with the Needle Preferred Shares of every other series and shall be entitled to preference over the Needle Shares and the shares of any other class ranking junior to the Needle Preferred Shares. The holders of Needle Preferred Shares are not entitled to receive notice or, attend or vote at any meetings of the shareholders of the Corporation

Dividends or Distributions

The Corporation has not declared or paid any dividends or distributions on the Needle Shares to date. The payments of dividends or distributions in the future are dependent on the Corporation’s earnings, financial condition and such other factors as the Board considers appropriate. The Corporation currently does not anticipate paying any dividends in the foreseeable future due to its stage of development, and in no circumstance will it pay any dividends or make any distribution prior to completion of its Qualifying Transaction.

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Stock Option Plan

The Corporation has adopted the Stock Option Plan which provides that the board of directors of the Corporation may from time to time, in its discretion, and in accordance with the TSXV requirements, grant to directors, officers, employees and consultants to the Corporation, non-transferable options to purchase Needle Shares, provided that the number of Needle Shares reserved for issuance under the Needle Options will not exceed 10% of the issued and outstanding Needle Shares. However, other than in connection with a Qualifying Transaction, during the time that the Corporation is a CPC, the aggregate number of Needle Shares issuable upon exercise of all options granted under the Stock Option Plan shall not exceed 10% of the Needle Shares of the Corporation issued and outstanding at the closing of the Corporation’s Initial Public Offering.

Such Needle Options will be exercisable for a period of up to ten (10) years from the date of grant. In connection with the foregoing, the number of Needle Shares reserved for issuance to: (a) any individual will not exceed 5% of the issued and outstanding Needle Shares; and (b) all consultants will not exceed 2% of the issued and outstanding Needle Shares. In addition, the Stock Option Plan provides that no more than 5% of the issued shares of the Corporation will be granted to any individual in any 12 month period; no more than 2% of the issued shares of the Corporation will be granted to any one consultant in any 12 month period unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable TSXV requirements; and no more than an aggregate of 2% of the issued shares of the Corporation will be granted to an employee conducting investor relations activities in any 12 month period.

As required by the CPC Policy, the Corporation, as long as it is a CPC, will not grant Needle Options to any person providing investor relations activities, promotional or market-making services. Needle Options may be exercised the greater of twelve (12) months after the Completion of the Qualifying Transaction and 90 days following cessation of the optionee’s position with the Corporation, provided that if the cessation of office, employment, directorship, or consulting arrangement was by reason of death, the Needle Option may be exercised within a maximum period of one year after such death, subject to the expiry date of such Needle Option.

Any Needle Shares acquired pursuant to the exercise of options under the Stock Option Plan prior to Completion of the Qualifying Transaction must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued.

As of the date hereof, the Corporation has reserved 720,000 Needle Shares for issuance pursuant to the Stock Option Plan. The Needle Options are allocated on the following basis:

	Number of Needle Shares		Exercise Price Per
Optionee	Under Needle Options		Needle Share	Expiry Date
Douglas Osrow	240,000	$	0.10	September 15, 2022

Robb McNaughton	240,000	$	0.10	September 15, 2022

Daniel Lanskey	240,000	$	0.10	September 15, 2022

Total	720,000

Prior Sales of Securities

Since the date of incorporation, 7,200,000 Needle Shares have been sold as follows:

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Date of Issuance	Number of Needle Shares (%)	Issue Price per Needle Share ($)	Aggregate Issue Price ($)	Nature of Consideration Received
September 30, 2016	4,200,000⁽¹⁾	$0.05	$210,000	Cash
September 15, 2017	3,000,000⁽²⁾	$0.10	$300,000	Cash
Total	7,200,000	-	-	-

Notes:

(1)	All of these Needle Shares have been placed in escrow pursuant to the CPC Escrow Agreement.
(2)	Needle Shares issued pursuant to Initial Public Offering. None of these Needle Shares were sold to Related Parties to the Corporation.

Stock Exchange Price

On February 16, 2018, the Corporation issued a press release announcing the proposed Transaction. Pursuant to the policies of the Exchange, trading in the Needle Shares was halted on February 13, 2018 and has not yet resumed. The last trade of the Needle Shares prior to the trading halt (which trade occurred on February 13, 2018) was $0.10 per Needle Share. Trading of the Needle Shares will remain halted until Completion of the Transaction.

The following table sets forth the high and low sales prices and trading volumes of board lots of Needle Shares as reported by the Exchange from September 22, 2017 to the date hereof:

Period	High	Low	Volume
Period from February 1 – February 13, 2018⁽¹⁾	0.10	0.10	Nil
Month Ended January 31, 2018	0.10	0.10	Nil
Month Ended December 31, 2017	0.10	0.10	Nil
Month Ended November 30, 2017	0.10	0.10	Nil
Month Ended October 31, 2017	0.10	0.10	Nil
Quarter Ended September 30, 2017	0.10	0.10	Nil

Note:

(1)	Trading of the Needle Shares was halted on February 13, 2018, following the announcement of the Transaction.

Arm's Length Transaction

The proposed Transaction is not a Non-Arm's Length Qualifying Transaction.

Legal Proceedings

The Corporation has not been, and is not presently involved in, any legal proceedings material to it and insofar as it is aware, no such proceedings are contemplated.

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Auditor, Transfer Agent And Registrar

The Corporation's current auditors are MNP LLP, Chartered Professional Accountants, 1500, 640 - 5^th Avenue SW,Calgary, Alberta, T2P 3G4.

The Corporation's current transfer agent and registrar is TMX Trust Company.

Material Contracts

The Corporation has not entered into any material contracts, outside of the ordinary course of business, prior to the date hereof, other than:

	•	CPC Escrow Agreement;

	•	Agency Agreement with Industrial Alliance Securities Inc. dated June 16, 2017;

	•	Service Agreement with TMX Trust Company dated April 25, 2017; and

	•	Business Combination Agreement.

Copies of these material contracts will be available for inspection without charge at the registered office of the Corporation at 1900, 520 - 3 Avenue SW, Calgary, Alberta, T2P 0R3, during ordinary business hours from the date hereof until the Completion of the Transaction and for a period of thirty (30) days thereafter.

INFORMATION CONCERNING FLOWR

Corporate Structure

Name and Incorporation

Flowr is a private company incorporated under the OBCA on October 25, 2017. The head office and registered office of Flowr is located at 100 Allstate Parkway, Suite 201, Markham, Ontario, L3R 6H3.

Intercorporate Relationships

Flowr has one direct subsidiary, Flowr ULC, and one indirect subsidiary, Flowr Okanagan.

Flowr owns 100% of the issued and outstanding Flowr ULC Common Shares and the Flowco US Partners own 100% of the issued and outstanding Flowr ULC Class A Shares. Pursuant to the Flowr Share Exchange Agreement, the Flowr ULC Class A Shares are exchangeable for Flowr Class B Shares (and following Completion of the Transaction, exchangeable for Resulting Issuer Shares pursuant to the Needle Share Exchange Agreement) at the sole option and discretion of the holders on a one-for-one basis.

Flowr’s interest in Flowr Okanagan is held through Flowr ULC, which owns 100% of the issued and outstanding shares in the capital of Flowr Okanagan.

General Development Of The Business

Flowr was formed to cultivate and sell cannabis in Canada for medical use and, following the legalization of cannabis under the Cannabis Act, for adult-use. Flowr is focused on growing high-quality cannabis under conditions that will produce high crop yields measured by the grams produced per square foot of cultivation space.

History

The current business of Flowr was originally undertaken exclusively through Flowr Okanagan. Flowr Okanagan was incorporated on June 28, 2013, under the laws of the Province of British Columbia, in the name of “Cannatech Plant Systems Inc.” to participate in the emerging market for medical cannabis. Flowr was incorporated on October 25, 2017, and on December 1, 2017, the Flowr Reorganization was effected. Pursuant to the Flowr Reorganization, the Canadian limited partners of Flowco Services LP and Flowco Investments LP became shareholders of Flowr, the Flowco US Partners became shareholders of Flowr ULC (along with Flowr), and Flowco Services LP and Flowco Investment LP were dissolved. The Flowr Reorganization resulted in Flowr ULC becoming a direct subsidiary of Flowr, and Flowr Okanagan becoming an indirect subsidiary of Flowr, and all the shareholders of Flowr Okanagan becoming shareholders of Flowr.

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Following completion of the Flowr Reorganization, Flowr Okanagan filed a notice of alteration to change its name from Cannatech Plant Systems Inc. to The Flowr Group (Okanagan) Inc. and Flowr ULC filed a notice of alteration to change its name from The Flowr Cannabis ULC to The Flowr Canada Holdings ULC.

Recent Funding History

On January 9, 2018, Flowr completed a non-brokered private placement of 15,000,000 Flowr Class A Shares at a price of $1.00 per share, for aggregate gross proceeds of $15,000,000. The private placement closed in two tranches, as follows:

	•	On December 28, 2017, 14,185,000 Flowr Class A Shares were issued for aggregate gross proceeds of $14,185,000; and

	•	On January 9, 2018, 815,000 Flowr Class A Shares were issued for aggregate gross proceeds of $815,000.

On July 18, 2018, Flowr completed a non-brokered private placement of 5,309,361 Flowr Common Shares at a price of $2.60 per share, for aggregate gross proceeds of $13,804,338.60. The private placement closed on a rolling basis in five tranches, as follows:

	•	On April 11, 2018, 3,310,330 Flowr Common Shares were issued for aggregate gross proceeds of $8,606,858;

	•	On April 23, 2018, 970,232 Flowr Common Shares were issued for aggregate gross proceeds of $2,522,603.20;

	•	On May 28, 2018, 84,382 Flowr Common Shares were issued for aggregate gross proceeds of $219,393.20; and

	•	On July 16, 2018, 896,151 Flowr Common Shares were issued for aggregate gross proceeds of $2,329,992.60; and

	•	On July 18, 2018, 48,266 Flowr Common Shares were issued for aggregate gross proceeds of $125,491.60.

Private Placement

Flowr completed the Private Placement on August 28, 2018. Prior to completion of the Private Placement, Flowr had 68,756,236 Flowr Shares issued and outstanding (being 56,884,361 Flowr Common Shares and 15,000,000 Flowr Class A Shares). In addition, there were 44,100,000 Flowr ULC Class A Shares which are exchangeable at any time by the holders into 44,100,000 Flowr Class B Shares pursuant to the Flowr Share Exchange Agreement (and following Completion of the Transaction, are exchangeable into 44,100,000 Resulting Issuer Shares pursuant to the Needle Share Exchange Agreement). The Private Placement involved the following steps:

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	(a)	An aggregate of 13,807,734 Flowr Subscription Receipts were issued at a price of $2.60 per Flowr Subscription Receipt;

	(b)	upon closing of the Private Placement, the Escrowed Proceeds were deposited with the Escrow Agent pursuant to the terms of the Flowr Subscription Receipt Agreement. The Escrowed Proceeds, together with all interest earned thereon, will only be released to Flowr if the Release Conditions are satisfied on or prior to the Termination Deadline, all in accordance with the terms of the Flowr Subscription Receipt Agreement;

	(c)	following satisfaction of the Release Conditions on or prior to the Termination Deadline, each Flowr Subscription Receipt will be automatically exchanged into one Flowr Common Share in accordance with the terms of the Flowr Subscription Receipt Agreement, without any further action or formality on the part of the holder thereof, at the Subscription Receipt Conversion Time; and

	(d)	upon the exchange of the Flowr Subscription Receipts as set forth above, holders of Flowr Subscription Receipts shall automatically receive, without any further action or formality and for no additional consideration, one Flowr Common Share for each Flowr Subscription Receipt held, and the Flowr Subscription Receipts shall be automatically cancelled.

If either the Release Conditions have not been satisfied on or before the Termination Deadline, or Flowr, prior to the Termination Deadline, shall have provided notice to the Subscription Receipt Agent and Escrow Agent that the Amalgamation shall not occur, on the date of either such event, the Flowr Subscription Receipts shall be automatically cancelled without any further action or formality and the Escrow Agent shall refund the aggregate proceeds raised from the same of such Flowr Subscription Receipts as soon as possible thereafter, all in accordance with the terms and conditions of the Flowr Subscription Receipt Agreement.

Upon completion of the Transaction, the Flowr Common Shares issued pursuant to the Flowr Subscription Receipts will be exchanged for Resulting Issuer Shares.

Current Business

Licensing

Flowr Okanagan was granted its ACMPR Licence on December 1, 2017. Consistent with the standard licensing practices and policies of Health Canada’s Office of Medical Cannabis applicable to all Licensed Producers, the ACMPR Licence was initially subject to restrictions on:

	(i)	the quantities of cannabis, in all acceptable forms, that may be produced at the Facility; and

	(ii)	the sale of cannabis, in all acceptable forms, by Flowr to anyone other than another Licensed Producer, a Licensed dealer, the Minister, or a person to whom an exemption relating to the substance has been granted under section 56 of the CDSA solely for the purpose of analytical testing.

On May 30, 2018, Flowr Okanagan submitted an Amendment Application to Health Canada to remove the above restrictions on its ACMPR Licence. A final inspection of the Facility was conducted between July 11, 2018 and July 13, 2018.

Flowr Okanagan received its Sales Licence on August 10, 2018, and plans to immediately commence sales and distribution. Having received its Sales Licence, Flowr will now turn its attention to finalizing the necessary conditions to applying for a licence to produce cannabis oil.

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Facility

Flowr carries on its current cultivation operations from the Facility. The interior of the Facility is currently under construction which is being completed in stages. As of June 1, 2018, Flowr is operating in approximately 16,000 square feet of the finished structure of the Facility while construction of the remaining portion of the interior is completed. Flowr anticipates completing construction on the Facility, and a smaller adjacent building which will house supporting infrastructure, by the end of 2018. Upon completion of these initial buildings, the Facility will total approximately 85,000 square feet, of which approximately 40,000 square feet will be dedicated to cultivation (not including the clone and mother rooms).

The Facility is specifically designed and engineered to employ pharmaceutical-quality management-standards utilized by Canada’s pharmaceutical manufacturers, in the production of cannabis. Specifically, the Facility was designed in a manner that will comply with the GPP standards mandated by the ACMPR and also readily facilitate compliance, as commercially warranted, with the much more stringent GMP standards required for the production of narcotics and other pharmaceuticals. The quality of the Facility and its ability to meet these standards will play an important role in the ability of Flowr to accommodate expanding markets.

Flowr leases the Facility and the land on which the Facility is located (the “Leased Property”) pursuant to a Lease Agreement. The Lease Agreement commenced on December 1, 2016, for a term of twenty-five (25) years, expiring on November 30, 2041. The rent payable under the Lease Agreement is currently approximately $273,000 per year and is subject to increase every three (3) years of the Lease Agreement. Flowr has the option to extend the Lease Agreement for one additional five (5) year term.

Flowr also has an option to purchase the Leased Property at any time during the initial twenty-five (25) year term of the Lease Agreement and, if extended, the additional five (5) year term of the Lease Agreement, upon providing written notice to the landlord. The purchase price for the Leased Property shall be the fair market value of the property as determined by three (3) appraisers and will not include any improvements to the land made by Flowr during the term of the Lease Agreement. Flowr anticipates exercising the purchase option during the initial term of the Lease Agreement.

In addition to the current Facility, Flowr Okanagan plans to expand its operations and build the Kelowna Campus on land surrounding the Facility. The Kelowna Campus will include a purpose-built research and development facility, a second, larger indoor cultivation facility, and a purpose-built greenhouse complex. Construction of the Kelowna Campus is expected to occur in stages between late 2018 and early 2020.

In anticipation of the phased construction of the Kelowna Campus, Flowr has purchased, or has entered into agreements to purchase, several parcels of land near or adjacent to the Facility, as follows:

	(a)	On June 29, 2017, Flowr purchased 0.53 acres of land located directly south and adjacent to the Facility (the “June 29 Parcel”);

	(b)	On February 28, 2018, Flowr purchased 1.942 acres of land located directly to the north and adjacent to the Facility (the “February 28 Parcel”);

	(c)	On March 2, 2018, Flowr purchased 0.53 acres of land located directly south and adjacent to the June 29 Parcel;

	(d)	On January 29, 2018, Flowr entered into a purchase and sale agreement with an initial closing date of June 28, 2018, to purchase two (2) acres of land located directly north and adjacent to the February 28 Parcel. The purchase of this parcel of land has been deferred until September 2018; and

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(e)

On June 7, 2018, Flowr entered into a purchase and sale agreement to purchase 17.6 acres of land located to the east of the Facility. This agreement is subject the receipt by Flowr of all necessary government approvals to build a facility on the land. In addition, the agreement provides Flowr with a right of first refusal to purchase two additional parcels of land located adjacent to the 17.6 acres of land to be purchased. Specifically, the right of first refusal provides Flowr with the option to purchase one 10-acre parcel of land and another 9.4 acre parcel of land.

The only commitment of Flowr in respect of the purchase of land described above, is an amount of $1,560,000 due in September, 2018.

Production

Flowr believes that its purpose-built Facility provides it with a significant competitive advantage over other Licensed Producers. The principals of Flowr have decades of experience in both (i) designing and building cannabis cultivation facilities and (ii) cultivating cannabis plants. The combination of construction, design and cultivation experience has allowed the Flowr team to control every element of the cultivation environment. The Facility features industry-leading security systems, climate control, lighting, cultivation systems, and other proprietary and patented cultivation equipment to realize operational efficiencies. Patented items include trimming tables and carts for harvesting to ensure maximal dry flower quality. Flowr also protects this intellectual property vigorously via non-disclosure agreements and special relationships with its architects and construction firm. For further details of Flowr’s patents, see “Information Concerning Flowr - Proprietary Protection.”

Plant Genetics

Flowr intends to differentiate itself from other Licensed Producers by providing high-quality cannabis products. As such, selectively obtaining seeds and genetics was a primary consideration of Flowr at the time it commenced operations. Flowr sourced its original genetics from several Licensed Producers. Flowr currently has twelve (12) cultivars in production and another twenty-four (24) cultivars being tested with production planned to start in early 2019. Genetics have been selected based on several factors including optimal growth characteristics, cannabinoid levels, terpene profiles, and anticipated uniqueness in the market in order to curate a suitably complete product mix. Flowr will continue to develop new genetic varieties offering unique cannabinoid profiles and therapeutic effects. Flowr’s PhD-led plant genetics research and development program will breed new varieties of plants to meet the needs of specific patient populations.

Quality Control and Production Capacity

On April 23, 2018, Flowr began the harvest of its first crop of medical cannabis in the Facility. That harvest, and several others, have now been completed, the flowers have been trimmed and dried, and samples have been sent to Health Canada.

All of Flowr’s dried cannabis products will be tested for cannabinoids and terpenes by a third-party laboratory, currently anticipated to be Anandia Labs. In addition to the above, the samples will be tested for other contaminants including pesticides, myclobutanil, heavy metals, aflatoxins, and numerous bacteria and other microbial organisms. Flowr’s quality assurance procedures were developed and implemented by experts in the industry and include protocols relating to patient safety and risk management. Management intends to enforce quality assurance protocols that will be among the most rigorous in the industry.

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Manufacturing Certifications

Flowr intends to pursue and maintain the following certifications:

	(a)	GMP;

	(b)	ISO 9001, Quality Management System, (“ISO 9001”);

	(c)	ISO 14001, Environmental Management System; and

	(d)	Occupational Health and Safety Assessment Series 18001.

Such certifications collectively cover research and development, production, processing, distribution, selling and destruction of medical cannabis. The certification systems provide the framework for Flowr to optimize management control, increase staff safety and reduce the impact of the manufacturing process on the environment. Moreover, Flowr’s ISO 9001 certification system has been designed to maintain the consistency and quality of cannabis-based pharmaceutical products. Flowr will conduct regular, in-process controls, testing, and analysis to maintain the consistency of the certification systems, and in turn the cannabis-based pharmaceutical products, to ensure that they meet stringent specifications in all phases of the business, from the production to the delivery of cannabis.

ICH Good Manufacturing Practices

The Facility is designed to be compliant with ICH Good Manufacturing Practices requirements. ICH Good Manufacturing Practices are the standards and procedures that pharmaceutical companies must adhere to in manufacturing products in North America. The ICH Good Manufacturing Practices exceed the GPP standards required by Health Canada for growing and cultivating medical cannabis. The Facility was recently assessed by Orion GMP Solutions to determine whether its production processes meet the ICH Good Manufacturing Practices requirements. Based on the results of Orion GMP Solutions’ audit, Flowr expects that the ICH Good Manufacturing Practices certification will be received in early 2019. If obtained, the certification will signify that Flowr’s production practices meet stringent pharmaceutical manufacturing requirements that are internationally harmonized in seventeen (17) countries including the United States, Canada, Singapore, Japan, Australia and European nations. Flowr’s production processes are designed to meet the GMP requirements.

Security

As a Licensed Producer, Flowr’s Facility must meet the physical security requirements of the ACMPR. The Facility contains a storage vault that is deemed to be Security Level Nine, as defined by the Health Canada Directive on Physical Security Requirements for Controlled Substances. The storage vault can only be accessed by a Responsible Person in Charge and at least one Responsible Person in Charge must be present in the storage vault at all times if the doors are open. The Facility is also secured by the placement of security cameras, motion sensors, code locked doors, seismic sensors, and a staff of security personnel.

The Flowr Team

Employees

As at September 6, 2018, Flowr has 49 full-time and 55 part time employees.

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Specialized Skill and Knowledge

The development and execution of Flowr’s growth strategy is guided by the specialized knowledge and skill of the following management team¹:

➢	Thomas (“Tom”) Flow, President, Chief Executive Officer and Founder: Tom is widely recognized globally for his cannabis thought leadership and expertise building and operating cannabis cultivation facilities. Tom was co-founder of MedReleaf and sits on the boards of several cannabis-related companies.

➢	Dr. Lyle Oberg, Chief Policy/Medical Officer: 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.

➢	Alexander (“Alex”) Dann, Chief Financial Officer: Alex is a bilingual chartered accountant with over 20 years of experience leading financial operations and strategic planning for multinational public companies, primarily in the mining and manufacturing sectors. Alex was previously Chief Financial Officer of Era Resources Inc. and prior to that, was Chief Financial Officer of Avion Gold Corporation.

➢	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. David was Senior Vice President at Q9 Networks, Chief Executive Officer of Sinclair Technologies, Managing Director of Winstar Communications and Vice-President at Bell.

➢	David (“Dave”) Miller, Director: Dave is the Chief Financial Officer and general counsel of Apple Core Holdings. Dave attended the Wharton School of Business and completed his law degree at Duke.

➢	Steven (“Steve”) Klein, Director: Steve is the Chief Executive Officer of Apple Core Holdings and was previously an attorney at Skadden, Arps, Slate, Meagher & Flom.

➢	Jason Broome, Vice President of Operations: Jason has 15 years of experience in the pharmaceutical industry in roles including sales, marketing, business development, business unit management, government affairs and global advisory teams. Jason has led the commercialization of several key pharmaceutical brands and has built, operated and sold several healthcare companies.

➢	Craig Main, Vice President of Construction: Craig specialized in clean room construction (cannabis to hospitals). Craig has industry leading experience in the design and construction of care facilities, hospitals, water treatment plants and sewage treatment facilities. In 2015, he was approached to assist in the reconstruction of an MMPR facility and assisted in the design, construction and inspection of the facility.

➢	Bill Street, Head of Design: Bill has over 30 years of experience in designing and building cultivation facilities from single room facilities to 55,000 square-foot facilities. Bill has worked closely with contractors and trades in the construction and integration of other pharmaceutical-grade clean grow rooms.

➢	Mike Thompson, Head of Cultivation: Mike has been building his cannabis knowledge since 2002 and in 2014, accepted a position which allowed him to refine his cultivation techniques and grow room construction knowledge. Mike is now recognized as a world leading operational executive of cannabis facilities whose clean room designs have been emulated in facilities around the world.

^{_____________________________________________
1}It is anticipated that these individuals will also constitute the core of the Resulting Issuer’s management team.

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➢	Steve Barich, Vice President of Business Development: Steve is an accomplished executive with 20 years of business development, loyalty and marketing experience managing complex projects, running customer service, setting up online stores and managing customer/patient adoption strategies.

➢	Mark Tiainen, Vice President of Marketing: Mark brings twenty years of marketing, digital consulting and management experience working with leading brands. He has led the launch of many high-profile campaigns and initiatives that had been met with critical acclaim.

➢	Erin Liang, Vice President Regulatory: Erin is a leader in pharmaceutical regulatory affairs, quality assurance, quality control and compliance. She was part of the founding team at Emblem Cannabis where she helped to establish its patient services function and led all of its regulatory, licensing, quality and standard of operating procedure efforts.

Market

In light of Flowr receiving its Sales Licence on August 10, 2018, Flowr will soon begin selling cannabis to ACMPR Patients. Initially, Flowr will offer a dried flower that can be smoked by ACMPR Patients. Soon after the launch of its dried flower products, Flowr intends to begin extracting cannabis oils which can be ingested by vaporizing or consuming in oil, oil capsule, and edible form. In April, 2018, Flowr entered into a letter of intent to explore a licence from Lexaria BioScience for use of their proprietary technology for the formulation of edible cannabis products.

The Canadian government has announced a target date of October 17, 2018, for implementation of the Cannabis Act. Following such date, adults over the age of 18 will be permitted to legally purchase cannabis. Each province will establish where and how cannabis will be sold to consumers and it is expected that retail models will differ across the provinces. Flowr is working with all of the Canadian provinces to ensure that it has as many potential distribution channels available as possible by the October date. Flowr has entered into a supply agreement with the OCS. Flowr has also entered into a supply agreement with British Columbia and is in advanced negotiations regarding supply agreements with provincial distributors in Nova Scotia (NSLC) and with all other key provincial governments and established retail distribution outlets regarding sales of its products. For more information regarding Flowr’s retail strategy, see “Information Concerning Flowr - Marketing Plans and Strategies.”

Dried Cannabis

Flowr will classify its dried cannabis products according to four (4) components, all of which will be clearly indicated on Flowr’s product packaging. The classification system is intended to help consumers understand the characteristics of the product and to aid in their decision-making process at the point of purchase. The four (4) components of the classification system can be described as follows:

	(a)	Heritage: The lineage of the product will be indicated on the packaging. The four heritage lines that form the classification system are: Kush; Skunk; Haze; and Origins;

	(b)	Strength: Different colours will be used to indicate the ratio and strength of THC and CBD contained in each product. For example, silver will indicate low THC; gold will indicate medium levels of THC; platinum will indicate high levels of THC; black will indicate high levels of CBD; and blue will indicate a 1:1 ratio of THC and CBD;

	(c)	Flavour: Four flavour profiles (citrus, blossom, spice and earth) create a simple convention to distinguish products; and

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(d)

Product Name: The common product name will be combined with a symptom and/or effect modifier to indicate the overall effect of the product.

The packaging of dried cannabis products discloses the percentages of THC and CBD contained in the product in accordance with Health Canada regulations.

Flowr’s dried cannabis products will be offered in five (5), ten (10) and thirty (30) gram containers as is the established norm for the medicinal cannabis market. For the soon to be legalized adult-use market, Flowr will initially offer one (1), three and a half (3.5) and seven (7) gram containers, to provincial distribution outlets.

On August 10, 2018, Flowr was granted its Sales License from Health Canada which allows the immediate sale of medicinal cannabis. The following table sets out the strains of cannabis that Flowr expects to be growing and offering for sale. Each variety is designed with particular therapeutic needs in mind and is differentiated in regard to its cannabinoid and terpene profile and the ratio between these active compounds:

STRAIN

BC Delahaze

BC Sensi Star

BC Ice Cream

BC Atomical Haze

BC Hawaiian

BC Durga Mata CBD

BC White Castle

BC OG Kush

BC Sour Diesel

BC Pink Kush

BC Lemon Thai Kush

Flowr is in the process of developing multiple new strains and intends to bring approximately 22 additional strains to market in 2019.

Marketing Plans and Strategies

Channels

Flowr intends to distribute its products through a number of different sales channels. Initially, Flowr will enter the medicinal market using its own e-commerce portal as the primary point of purchase. The Flowr patient acquisition team has extensive experience in the medical cannabis market, and Flowr plans to leverage their established networks, including cannabis medical clinics, for patient acquisition. As of August 16, 2018, Flowr has signed agreements with 12 cannabis medical clinics which allows immediate access to medical patients requiring cannabis treatment. Flowr is well positioned to onboard medical patients in early September 2018.

In anticipation of the Cannabis Act coming into force, Flowr has entered into a supply agreement with the OCS. Flowr has also entered into a supply agreement with British Columbia and is in advanced negotiations regarding supply agreements with provincial distributors in Nova Scotia and with all other key provincial governments and established retail distribution outlets regarding sales of its products.

In February, 2018, Flowr has entered into a partnership with StrainPrint Technologies Ltd. (“StrainPrint”) pursuant to which a customized version of the StrainPrint mobile app will be made available to Flowr. The app features a loyalty program that allows users to earn points to purchase merchandise and obtain discounts on Flowr’s products.

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Flowr also plans to launch a membership program called “Grower’s Reserve” which will provide customers with exclusive access to limited edition strains, early access to new varieties of cannabis, and free shipping for members.

Branding Strategy

The Cannabis Act imposes restrictions with respect to marketing and advertising of cannabis products by Licensed Producers. Specifically, with respect to promotion, it prohibits communicating information about price or distribution, appealing to young persons, using endorsements or testimonials or portraying a lifestyle that is glamorous, exciting, risky or daring. The Cannabis Act also prohibits sponsorship of any person, entity, event, activity or facility. These restrictions serve to significantly restrict the permitted scope of marketing activities for Licensed Producers.

Flowr’s branding strategy is focused on launching two distinct brands: (1) FlowrRx: for the medicinal market; and (2) Flowr: for the soon-to-be-legalized adult-use market. The packaging, logos and primary colours used for each of the two brands will be distinct and will be aligned with the provisions of the Cannabis Act. Marketing strategies to promote Flowr’s brands will primarily be carried out through consumer education and in-person engagement at local events. Branding and marketing will also be conducted through a digital component that consists of on-going website, blog and social channel content creation.

Flowr intends that its FlowrRx and Flowr brands will be branded and packaged as premium and ultra-premium products. FlowrRx targets the wellness, health and alternative treatment market and foresees predictable revenue through regular patient use. Flowr is well positioned for fast-growing cannabis markets including active, west-coast inspired lifestyles. For both the Flowr Rx and Flowr brands, the external and internal packaging will consist of premium materials and a simple design that is aligned with the brand and its target market.

Flowr has submitted a proposal to supply Flowr’s product to the OCS. Flowr has also submitted a proposal to the OCS for supply of pre-rolled dried cannabis which will be co-branded with Ace Valley Cannabis, an affiliate of Ace Hill Beer. In connection with this submission, on August 30, 2018, Flowr Okanagan and AV Cannabis Inc. entered into a brand licensing and co-packing agreement in relation to the supply of pre-rolled dried cannabis.

Flowr has also entered into a non-binding term sheet with Brown Dirt Corporation Ltd. for the potential development, production and co-branding of cannabis related products.

Pricing Strategy

Flowr intends to develop and promote brands that will appeal to premium and super premium markets as well as the mass-market sector.

Flowr is focused on producing a high-quality, non-irradiated product which it believes will set it apart from other Licensed Producers and will command and maintain above market-average prices. Pricing will depend on market conditions but is anticipated to range from $6.50 to $17.00 per gram in the retail market. Flowr has discussed its pricing strategy with several provinces and has received a positive response.

Competitive Conditions

From the enactment of the MMPR in 2013 to September 7, 2018, Health Canada has issued 116 Licences to Licensed Producers under the ACMPR. As Health Canada licences are limited to individual properties, if a Licensed Producer reaches production capacity at its Licensed site, it must apply to Health Canada for a new licence in order to expand production at another site. More information on the current list of Licensed Producers can be found on Health Canada’s website. Flowr believes that, due to the extensive regulatory restrictions and significant capital required for facilities and operations, the number of Licensed Producers will remain relatively small in the short term. However, Health Canada may accelerate its processing of applications which may result in an increase in the rate at which applicants become Licensed Producers.

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As the demand for cannabis increases and the application backlog with Health Canada is processed, Flowr believes that new competitors will enter the market. Flowr believes its ability to consistently cultivate high-quality, non-irradiated cannabis on a large scale, while maintaining industry leading yields, will be a principal competitive factor on which Flowr will compete with other Licensed Producers. Flowr’s finished cannabis product will be placed in the highest price categories, while the cost per gram remains very attractive.

Licences to become a Licensed Producer under the ACMPR are available for two types of materials: (a) plants/dried; and (b) fresh/oil. With respect to these two types of materials, an entity can become Licensed for the following activities: (a) cultivation or production; and (b) sale. Licensed producers can be Licensed for both types of materials and both types of activities. In addition, Licensed producers may sell starting materials to patients who are registered to grow their own medical cannabis. Flowr's ACMPR Licence entitles it to cultivate or produce plants/dried medical cannabis.

Research and Development

Flowr believes that research and development is an integral element of any successful business. Having the capacity to expand and refine the product line while staying ahead of the curve in creating new and innovative products is one of Flowr’s key mandates. Flowr entered into an agreement pursuant to which it will design and build, and Hawthorne will finance, a research and development facility located at the Kelowna Campus. In addition, Flowr and Hawthorne are currently in discussions regarding undertaking joint research and development projects. The first of its kind purpose-built cannabis research facility will allow Flowr access to Hawthorne’s extensive research history while providing a way for Flowr to commercialize the successful cultivation techniques and equipment that are employed in its facilities. Having a practical commercial laboratory will allow Flowr to develop and refine new products, cultivation techniques and equipment. Flowr has already developed two pieces of equipment, a trim table and transportation cart, with patents pending in the United States.

New and improved cannabis strains and genetics are essential to optimizing levels of production. Flowr has a strategic relationship with InPlanta Labs (“InPlanta”), situated on the campus of the University of Lethbridge in Southern Alberta, pursuant to which Flowr purchased a small (0.25%) ownership in InPlanta. Flowr and InPlanta are continuing to discuss ways to deepen their collaboration with the goal of developing pest and disease resistance and optimal cannabinoid concentrations. By utilizing artificial intelligence and fully genotyping, chemotyping and phenotyping strains, InPlanta can ascertain the relevant genetic SNP for specific traits and selectively breed for specific traits. InPlanta has fully genotyped 64 strains and chemotyped over 150 strains. InPlanta also has the ability to perform clinical trials and research. With access to a full animal laboratory, InPlanta’s research team are exploring the relationship between cannabinoids and aging, cannabinoids and multiple sclerosis and cannabinoids and sleep disorders. Flowr will have the ability to commission further studies.

Flowr is in negotiations with a College in Northern Alberta in relation to conducting applied research of edibles and extracts. This research will position Flowr ahead of the competition when edibles and extracts become legal in Canada. The College in Northern Alberta has also agreed to institute a program to train students for cannabis-related careers using Flowr’s facilities and expertise. Flowr expects that this program will provide it with access to a skilled workforce.

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Future Developments

Flowr is focused on building a leading cannabis brand in Canada. Flowr believes that the most valuable tool in achieving this goal is the ability to profitably produce a reliable inventory of consistent high-quality cannabis.

Flowr believes that providing reasonably priced, high-quality cannabis products will help Flowr to build long-lasting brand equity. In order to achieve this objective, Flowr will focus on completing construction of the Kelowna Campus.

Flowr’s aim is to be an industry leader in premium and super-premium crop yields for both the medicinal use and the adult-use market, once it is legalized in Canada.

Proprietary Protection

Patents

Flowr has applied for two patents in the United States, as follows:

Patent	Application Number	Patent Status
Apparatus for Transporting Hanging Crops	15/912,377	Filed on March 5, 2018
Apparatus for Sorting Crop Components	15/912,356	Filed on March 5, 2018

Trademarks

Flowr has the following trademarks in Canada:

Trademark	Application Number	Next Renewal Date	Owner
FLOWR Design	1,878,480	Pending	Flowr ULC
FLOWR THE NATURAL SCIENCE OF CANNABIS	1,851,595	Pending	Flowr ULC
FLOWR THE NATURAL SCIENCE OF CANNABIS & Design	1,851,598	Pending	Flowr ULC
NATURAL SCIENCE	1,878,482	Pending	Flowr ULC
NATURAL SCIENCE OF CANNABIS	1,878,483	Pending	Flowr ULC
POWERED BY FLOWR	1,851,597	Pending	Flowr ULC
POWERED BY FLOWR & Design	1,851,596	Pending	Flowr ULC
Rings Design	1,878,481	Pending	Flowr ULC

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Flowr has the following trademarks in the European Union:

Trademark	Application Number	Next Renewal Date	Owner
FLOWR THE NATURAL SCIENCE OF CANNABIS & Design	017783366	Pending	Flowr ULC
NATURAL SCIENCE	017787037	Pending	Flowr ULC

Flowr has the following Trademarks in the United States:

Trademark	Application Number	Next Renewal Date	Owner
FLOWR THE NATURAL SCIENCE OF CANNABIS & Design	87/788,484	Pending	Flowr ULC
NATURAL SCIENCE	87/788,538	Pending	Flowr ULC

Flowr has the following Trademarks in Australia:

Trademark	Application Number	Next Renewal Date	Owner
FLOWR Design	1942394	Pending	Flowr ULC
NATURAL SCIENCE	1942402	Pending	Flowr ULC
Rings Design	1942398	Pending	Flowr ULC

Risk Factors

For risk factors relating to Flowr see “Information Concerning the Resulting Issuer – Risk Factors” below, which risk factors are equally applicable to Flowr.

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Selected Consolidated Financial Information And Management's Discussion And Analysis

Annual Information

The following table presents selected financial information for Flowr for the periods indicated. This table should be read in conjunction with the unaudited financial statements of Flowr for the six month period ending June 30, 2018, the audited financial statements of Flowr for the year ended December 31, 2017 and the respective notes thereto set forth in Schedule “E” to this Filing Statement and “Information Concerning Flowr – Management's Discussion and Analysis”. This table contains financial information derived from financial statements that have been prepared in accordance with IFRS.

Income Statement Data	Six Months Ended June 30, 2018 (unaudited)	Year Ended December 31, 2017 (audited)	Year Ended December 31, 2016 (audited)
Total revenues	$nil	$nil	$nil
Net income (loss)	(6,214,789)	$(2,805,335)	$(435,374)
Total assets	$29,149,328	$21,501,868	$4,357,760
Total long term financial liabilities	$nil	$nil	$nil
Cash dividends declared	$nil	$nil	$nil

Management's Discussion and Analysis

Management's discussion and analysis of the financial condition and results of operations of Flowr for the year ended December 31, 2017 and the six month period ended June 30, 2018, is attached to this Filing Statement as Schedule “F” and Schedule “H” respectively. This management's discussion and analysis should be read in conjunction with the financial statements of Flowr and the accompanying notes thereto attached to this Filing Statement as Schedule “E” and Schedule “G”.

Trends

The Canadian cannabis market has developed into a fast-evolving and expanding sector. In the lead up to the enactment of the Cannabis Act the federal and provincial governments will prepare for the legalization of cannabis for adult-use across Canada.

Flowr expects that the enactment of the Cannabis Act will significantly increase sales of cannabis. However, as the provincial regulation of retail and distribution of cannabis is likely to differ across the provinces and territories, Flowr acknowledges that it will be required to negotiate a number of different regulatory systems in order to participate in Canada-wide sales of cannabis.

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The Canadian government has set a target date of October 17, 2018, for the enactment of the Cannabis Act. However, Flowr acknowledges that the legalization of cannabis could be delayed. If legalization of cannabis is delayed, much of the market activity in the cannabis industry, including expanding growing operations, increasing production activity, mergers and acquisitions, stock market sales, financing and investment, would be negatively impacted.

Description of Securities

Under Flowr’s Articles of Amendment dated November 29, 2017, Flowr has the authority to issue an unlimited number of Flowr Common Shares, an unlimited number of Flowr Class A Shares and an unlimited number of Flowr Class B Shares. There are 53,756,236 Flowr Common Shares, 15,000,000 Flowr Class A Shares issued and outstanding, and no Flowr Class B Shares issued and outstanding. However, 44,100,000 Flowr ULC Class A Shares are exchangeable at any time by the holders into 44,100,000 Flowr Class B Shares pursuant to the Flowr Share Exchange Agreement (and following Completion of the Transaction, exchangeable into Resulting Issuer Shares pursuant to the Needle Share Exchange Agreement). Flowr has a total of 12,360,530 Flowr Common Shares reserved for issuance pursuant to the Flowr Stock Options and Flowr ESOP, and as of the date hereof, a total of 4,325,000 Flowr Stock Options and 8,035,530 Flowr ESOP Options are issued and outstanding for a combined total of 12,360,530 options to purchase Flowr Common Shares.

Flowr Common Shares

The holders of Flowr Common Shares are entitled to: (i) one vote for each Flowr Common Share held at all meetings of shareholders of Flowr; (ii) the right to receive any dividend declared by Flowr; and (iii) the right to receive the remaining property of Flowr upon dissolution after payment of all of Flowr’s liabilities.

Flowr Class A Shares

The holders of Flowr Class A Shares are entitled to: (i) convert the Class A Flowr Shares held into Flowr Common Shares, at any time, without payment of any additional consideration; (ii) the number of votes equal to the number of Flowr Common Shares into which the Flowr Class A Shares are then convertible; (iii) priority over the Flowr Common Shares and the Flowr Class B Shares with respect to payment of dividends and distribution of assets in the event of the liquidation, dissolution or winding-up of Flowr, whether voluntary or involuntary; and (iv) participate rateably in respect of any cumulative dividends or amounts payable on a return of capital. The Flowr Class A Shares are convertible into Flowr Common Shares at the option of the holder, and the Flowr Class A Shares will automatically convert into Flowr Common Shares immediately prior to Closing of the Transaction.

Flowr Class B Shares

The holders of Flowr Class B Shares are entitled to: (i) convert the Class B Flowr Shares held into Flowr Common Shares, at any time, without payment of any additional consideration; (ii) the number of votes equal to the number of Flowr Common Shares into which the Flowr Class B Shares are then convertible; (ii) priority over the Flowr Common Shares with respect to payment of dividends and distribution of assets in the event of the liquidation, dissolution or winding-up of Flowr, whether voluntary or involuntary; and (iv) participate rateably in respect of any cumulative dividends or amounts payable on a return of capital. The Flowr Class B Shares are convertible into Flowr Common Shares at the option of the holder, and the Flowr Class B Shares (if any are issued and outstanding) will automatically convert into Flowr Common Shares immediately prior to Closing of the Transaction. The Flowr ULC Class A Shares are convertible into Flowr Class B Shares at any time prior to Completion of the Transaction at the Option of the holder thereof. Following Completion of the Transaction, the Flowr ULC Class A Shares are convertible into Resulting Issuer Shares pursuant to the Needle Share Exchange Agreement at any time at the option of the holder thereof. As of the date of hereof, there are 44,100,000 Flowr ULC Class A Shares issued and outstanding, all of which are held by the Flowco US Partners.

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Flowr Stock Options

Flowr Stock Options

On October 30, 2017, Flowr granted 10,125,000 Flowr Stock Options to certain members of its senior management team pursuant to employment agreements between Flowr ULC and certain employees that hold senior management positions with Flowr. The Flowr Stock Options vest in 36 equal monthly installments and are exercisable for a price of $0.000001 per share, with a term of five years. As of the date hereof, there are 4,325,000 Flowr Stock Options outstanding.

Flowr ESOP

The Flowr ESOP was established on March 23, 2018, to provide full-time and part-time employees, directors,officers, consultants and advisors of Flowr with additional incentives in their efforts on behalf of Flowr.

The number of Flowr Common Shares, the exercise price per Flowr Common Share, the vesting period and any other terms and conditions of the Flowr ESOP Options granted pursuant to the Flowr ESOP Plan, from time to time, are determined by the board of directors of Flowr at the time of grant, subject to the defined parameters of the Flowr ESOP.

Participation in the Flowr ESOP is limited to full-time and part-time employees, directors, officers, consultants and advisors of Flowr or a subsidiary of Flowr, for so long as such person holds such a position. The exercise price of any Flowr ESOP Option cannot be less than the market price of the Flowr Common Shares at the time the Flowr ESOP Option is granted. Market price is deemed to be the closing price as reported on the principal stock exchange on which the Flowr Common Shares are listed or quoted, on the last trading day immediately preceding the day upon which the Flowr ESOP Option is granted. If the Flowr Common Shares are not listed on any stock exchange, market price shall be determined by the board of directors of Flowr, acting reasonably and in good faith. The exercise period of the Flowr ESOP Options cannot exceed ten (10) years. In the event that a participant ceases to be eligible under the Flowr ESOP due to death or incapacity, Flowr ESOP Options that are exercisable will terminate 180 days after the date at which a participant ceases to be eligible, or in the case of retirement, 120 after the date at which a participant ceases to be eligible. Where a participant is terminated without good cause, the options that are exercisable at the termination date will be exercisable until the earlier of (i) 30 days after that date, (ii) the date determined by the board of directors of Flowr and (iii) the date at which the Flowr ESOP Option expires pursuant to the Flowr ESOP. Where a participant is terminated by reason of good cause or resignation, any Flowr ESOP Options held by the participant will expire immediately and are cancelled at such time as may be determined by the board of directors of Flowr.

The number of Flowr ESOP Options reserved for issuance under the Flowr ESOP, including the Flowr Stock Options, is 10% of the issued and outstanding: a) Flowr Common Shares and b) Flowr ULC Class A Shares, from time to time. The maximum number of Flowr Common Shares reserved for issuance in any 12 month period to any individual employee, officer, director, consultant or advisor shall not exceed five per cent (5%) of the issued and outstanding Flowr Common Shares, and to any consultant or person providing investor relation activities shall not exceed two percent (2%) of the issued and outstanding Flowr Common Shares. The aggregate number of Flowr Common Shares that can be granted to insiders of Flowr as a group shall not exceed ten per cent (10%) of the issued and outstanding Flowr Common Shares.

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Consolidated Capitalization

The following table sets forth Flowr's share capital for and as of the end of the periods indicated. The information as at December 31, 2017 and June 30, 2018, is derived from the financial statements of Flowr, which are included in this Filing Statement.

Designation of Security	Amount authorized or to be authorized	Amount outstanding as of December 31, 2017	Amount outstanding as of June 30, 2018	Amount outstanding immediately prior to giving effect to the Transaction
Flowr Common Shares	Unlimited	45,775,000	52,811,819	85,692,095⁽¹⁾
Flowr Class A Shares	Unlimited	14,185,000	15,000,000	15,000,000
Flowr Class B Shares ⁽²⁾	Unlimited	0⁽²⁾	0⁽²⁾	0⁽²⁾
Flowr Stock Options	N/A	10,125,000	7,453,125	4,325,000
Flowr ESOP Options	12,360,530	0	875,000	8,035,530
Flowr Broker Warrants	3% of the total proceeds raised from the sale of Flowr Subscription Receipts pursuant to the Brokered Private Placement (reduced to 1.5% in respect of sales to the subscribers as part of the Non- Brokered Private Placement).	0	0	441,720

Notes:

(1)	Includes the 13,807,734 Flowr Shares being issued pursuant to the Private Placement.
(2)	Flowr ULC Class A Shares are convertible into Flowr Class B Shares pursuant to the Flowr Share Exchange Agreement (or following Completion of the Transaction, Resulting Issuer Shares, pursuant to the Needle Share Exchange Agreement) at any time at the option of the holder. There are 44,100,000 Flowr ULC Class A Shares outstanding.

Prior Sales

In the twelve month period preceding the date of this Filing Statement, the following Flowr Securities have been sold:

Date	Number and Type of Flowr Securities	Issue Price Per Security ($)	Aggregate Issue Price ($)	Nature of Consideration Received
December 1, 2017	45,775,000 Flowr Common Shares	$1.00	$45,775,000	Assets⁽¹⁾
December 28, 2017	14,185,000 Flowr Class A Shares	$1.00	$14,185,000	Cash
January 4, 2018	815,000 Flowr Class A Shares	$1.00	$815,000	Cash
April 11, 2018	3,310,330 Flowr Common Shares	$2.60	$8,606,852	Cash
April 23, 2018	970,232 Flowr Common Shares	$2.60	$2,522,603	Cash
May 15, 2018	2,671,875 Flowr Common Shares ⁽²⁾	$0.000001	$2.67	Cash
May 28, 2018	84,382 Flowr Common Shares	$2.60	$219,395	Cash
July 16, 2018	896,151 Flowr Common Shares	$2.60	$2,329,993	Cash
July 18, 2018	48,266 Flowr Common Shares	$2.60	$125,491.60	Cash
August 1, 2018	2,878,125 Flowr Common Shares ⁽²⁾	$0.000001	$2.88	Cash
August 10, 2018	250,000 Flowr Common Shares ⁽²⁾	$0.000001	$0.25	Cash
August 28, 2018	13,807,734 Flowr Subscription Receipts	$2.60	$35,900,108	Cash
Total	-	-	110,479,448	-

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Notes:

(1)	Flowr Common Shares issued in exchange for common shares in the capital of Flowr ULC, which were issued to the Canadian limited partners of Flowco Investments LP and Flowco Services LP, pursuant to the Flowr Reorganization.
(2)	Exercise of Flowr Stock Options.

Stock Exchange Price

The Flowr Shares are not listed on any stock exchange and there is currently no public market for the Flowr Shares.

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Executive Compensation

Named Executive Officers

The objective of this disclosure is to communicate the compensation that Flowr has paid, makes payable, awards, grants, gives or otherwise provides to each NEO (as hereinafter defined), for the year ended December 31, 2017 and the three month period ended June 30, 2018.

A named executive officer (a “NEO” or “Named Executive Officer”) means Flowr's chief executive officer (the “CEO”) and the chief financial officer (the “CFO”), if any, in addition to each of Flowr's three (3) most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers as at the end of the most recently completed financial year ended December 31, 2017, whose total compensation was, individually, more than $150,000 or who would have qualified as a Named Executive Officer but for the fact that the individual was not serving as such an officer at the end of the most recently completed financial year ended December 31, 2017. In addition, disclosure is required for any director or officer of Flowr whose salary and bonus during the most recent fiscal year was $150,000 or more, whether or not they were executive officers at the end of the most recently completed financial year. For the fiscal year ended December 31, 2017, Flowr had five Named Executive Officers, namely Anthony Giorgi (CEO), Alexander Dann (CFO), Thomas Flow (President), Lyle Oberg (Chief Policy and Medical Officer), David Ralston (Chief Operating Officer). Anthony Giorgi left his position as CEO with Flowr on June 21, 2018, and Thomas Flow assumed the role of CEO on June 29, 2018. It is anticipated that Vinay Tolia will replace Thomas Flow as CEO once appropriate authorizations are obtained.

Compensation Discussion & Analysis

The key elements of Flowr’s executive compensation program currently consists of base salary (established based on the scope of responsibilities, competencies and prior relevant experience, taking into account compensation paid in the market for similar positions) and issuance of Flowr ESOP Options. Each element of compensation is described in more detail below. Flowr will adopt the Resulting Issuer ESOP following the Completion of the Transaction.

While Flowr has not presently adopted any other equity based incentive plans, it may do so in the future, subject to all necessary shareholder and regulatory approvals. Flowr does not offer any pension program.

Summary Compensation

The following table sets forth all annual and long term compensation for services in all capacities to Flowr for the year ended December 31, 2017 and the three month period ended June 30, 2018, in respect of each Named Executive Officer and including any individual who would have qualified as an executive officer but for the fact that the individual was not serving as such an officer at the end of the most recently completed financial period:

Summary Compensation Table

Name and principal position	Period	Salary ($)	Share- based awards ($)	Option- based awards ($)⁽¹⁾	Non-equity incentive plan compensation ($)		Pension value ($)	All other compensation ($)	Total compensation ($)
Name and principal position	Period	Salary ($)	Share- based awards ($)	Option- based awards ($)⁽¹⁾	Annual incentive plans	Long-term incentive plans	Pension value ($)	All other compensation ($)	Total compensation ($)
Anthony Giorgi ⁽²⁾,Chief Executive Officer	2017	$80,109	Nil	1,007,997	Nil	Nil	Nil	Nil	1,088,106
Thomas Flow⁽³⁾, President	2017	$201,16 9	Nil	Nil	Nil	Nil	Nil	Nil	201,169
Alexander Dann⁽⁴⁾, Chief Financial Officer	2017	$33,442	Nil	440,999	Nil	Nil	Nil	Nil	474,441
David Ralston ⁽⁵⁾,Chief Operating Officer	2017	$44,553	Nil	566,998	Nil	Nil	Nil	Nil	611,551
Lyle Oberg⁽⁶⁾,Chief Policy and Medical Officer	2017	$80,095	Nil	503,998	Nil	Nil	Nil	Nil	584,093

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Notes:

(1)	Reflects the fair value of the Flowr Stock Options granted to the Named Executive Officers during the year, calculated as at the grant dates using the Black-Scholes valuation method. Use of the Black-Scholes method to calculate the fair value of the option-based awards requires the making of certain key assumptions. The fair values do not likely reflect the actual values that will be realized by the Named Executive Officers when they ultimately exercise the Flowr Stock Options, if at all, which realized values will depend upon the market price of the Flowr Shares at the time of exercise. Additionally, the values reported do not reflect the intrinsic value of the Flowr Stock Options (the difference between the market price of the Flowr Shares and the exercise price of the Flowr Stock Options) on the grant date or as at the relevant year-end. The Black-Scholes model is a commonly used option-pricing model that requires six key inputs: risk-free interest rate, exercise price of the option, market price of the Flowr Shares at date of grant, expected dividend yield, expected life and share price volatility, all of which, except for the exercise price of the option and the market price of the Flowr Shares at the date of grant, are estimates of management.
(2)	Mr. Flow assumed the position of Chief Executive Officer of Flowr on June 29, 2018, following Mr. Giorgi’s departure from Flowr. It is anticipated that Vinay Tolia will replace Thomas Flow as CEO once appropriate authorizations are obtained.
(3)	Mr. Giorgi was appointed Chief Executive Officer of Flowco Services L.P. on September 1, 2017. Mr. Giorgi did not receive any compensation for serving as a director of Flowr. Mr Giorgi left his position as CEO of Flowr on June 21, 2018.
(4)	Mr. Dann was appointed Chief Financial Officer of Flowco Services L.P. on November 1, 2017.
(5)	Mr. Ralston was appointed Chief Operating Officer of Flowco Services L.P. on October 10, 2017.
(6)	Mr. Oberg was appointed Interim Chief Executive Officer of Flowco Services LP on May 16, 2017 and on September 1, 2017, was appointed Chief Medical and Policy Officer of Flowco Services L.P.

Incentive Plan Awards

Outstanding Share-Based and Option-Based Awards

The following table sets out information concerning all outstanding share-based awards and option-based awards granted by Flowr to the NEOs of Flowr for the period from incorporation to December 31, 2017.

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Name and principal position	Option-based Awards				Share-based Awards
Name and principal position	Number of securities underlying unexercised options	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)⁽¹⁾	Number of shares or units of shares that have not vested	Market or payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Alexander Dann, CFO	1,575,000	0.000001	October 30, 2022	$4,094,998	Nil	Nil	Nil
David Ralston, Chief Operating Officer	2,025,000	0.000001	October 30, 2022	$5,264,998	Nil	Nil	Nil
Jon Day Reiner, Director of IT and Operations	225,000	0.000001	October 30, 2022	$585,000	Nil	Nil	Nil
Mark Tiainen,Vice President of Marketing	450,000	0.000001	October 30, 2022	$1,170,000	Nil	Nil	Nil
Steve Barich, Vice President of Business Development	450,000	0.000001	October 30, 2022	$1,170,000	Nil	Nil	Nil

Notes:

(1)

Calculated based on the difference between the market value of the Flowr Common Shares underlying the options at March 19, 2018, and the exercise price of the Flowr Stock Options. Based on the price per share of the most recent private placement of Flowr Common Shares, effective March 19, 2018, the market value of the Flowr Common Shares was $2.60 per share.

Incentive Plan Awards – Value Vested or Earned During Year

There are no share-based awards or option-based awards granted by Flowr to members of the Flowr Board who are not also NEOs which were earned or have vested during the period from incorporation to December 31, 2017.

Director Compensation

The directors of Flowr are Thomas Flow, David Towill, Steven Klein, David Miller and Lyle Oberg. Flowr’s directors and officers received total remuneration of $1,568,280 during the three-month period ended June 30, 2018 (salaries and short-term benefits in the amount of $431,041 and share-based compensation in the amount of $1,137,239).

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Termination and Change of Control Benefits

The employment agreements entered into between Flowr and the NEOs of Flowr do not include any provision for termination payments or payments upon that will be triggered by closing of the Transaction. However, the employment agreements entered into between Flowr and the NEOs of Flowr do contain option acceleration provisions upon a Change of Control. In particular, upon a Change of Control, all unvested options granted to NEOs shall vest and become immediately exercisable, notwithstanding any contingent vesting provision to which such options may have otherwise been subject.

Management Contracts

Flowr does not have any management contracts in place but does receive consulting services from David Towill. Flowr paid David Towill a total of $10,890 for consulting services provided in the year ended December 31, 2017.

Non-Arm's Length Party Transactions

Except as disclosed below, the directors and senior officers of Flowr and Associates and Affiliates thereof have not had any direct or indirect material interest in any transaction or proposed transaction since its date of incorporation to the date of this Filing Statement that has materially affected or will materially affect Flowr or the Resulting Issuer. See “Information Concerning Flowr – Management's Discussion and Analysis”.

As of June 30, 2018, the aggregate indebtedness of all proposed officers, directors and employees of the Resulting Issuer and Flowr to Flowr is nil.

Legal Proceedings

There are no legal proceedings to which Flowr to which it is a party or of which any of its assets is the subject matter currently underway or known to Flowr to be contemplated.

Auditor, Transfer Agent And Registrar

Flowr’s current auditors are MNP, LLP, Chartered Professional Accountants, 50 Burnhamthorpe Road West, Suite 900, Mississauga, ON L5B 3C2.

Flowr's current transfer agent and registrar is Computershare Investor Services Inc.

Material Contracts

Flowr has not entered into any material contracts outside of the ordinary course of business prior to the date hereof, other than:

•	Agreement between Flowr ULC, Flowr Okanagan and Hawthorne Canada Limited, dated January 25, 2018 relating to a research and development facility to be constructed at the Kelowna Campus;

•	Lease Agreement;

•	Flowr Share Exchange Agreement;

•	Needle Share Exchange Agreement;

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•	Business Combination Agreement; and

•	Amalgamation Agreement;

Copies of these material contracts will be available for inspection without charge at the offices of Flowr during ordinary business hours from the date hereof until the closing of the Transaction and for a period of thirty (30) days thereafter.

INFORMATION CONCERNING THE RESULTING ISSUER

Corporate Structure

Name and Incorporation

Following the Completion of the Transaction, the Resulting Issuer, formerly identified as the Corporation, will operate the business of Flowr.

In conjunction with the Completion of the Transaction, the Corporation will change its name to “The Flowr Corporation” or such other name as Flowr may direct in writing and shall be acceptable to applicable regulatory authorities.

It is expected that the head office and registered office of the Resulting Issuer will be relocated following the Completion of the Transaction to: 100 Allstate Parkway, Suite 201, Markham, Ontario, L3R 6H3.

Intercorporate Relationships

The following chart illustrates the anticipated organizational structure of the Resulting Issuer after giving effect to the Amalgamation:

Narrative Description Of The Business

Following the Completion of the Transaction, the business, milestones and business objectives of the Resulting Issuer will be those of Flowr. See “Information Concerning Flowr - General Development of the Business”. A description of the funds available to the Resulting Issuer upon the completion of the Amalgamation, together with the intended uses for those funds (including a description of the business objectives that the Resulting Issuer expects to accomplish using those funds), is set out below under the heading “Principal Purposes of Funds”.

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Description Of Securities

The authorized capital of the Resulting Issuer will consist of an unlimited number of Resulting Issuer Shares without nominal or par value. The holders of Resulting Issuer Shares will be entitled to receive notice of and attend all meetings of the shareholders of the Resulting Issuer and will be entitled to one vote in respect of each Resulting Issuer Share held at such meetings. The holders of Resulting Issuer Shares will be entitled to receive dividends if, as and when declared by the Board. In the event of liquidation, dissolution or winding-up of the Resulting Issuer, the holders of Resulting Issuer Shares will be entitled to share rateably in any distribution of the property or assets of the Resulting Issuer, subject to the rights of holders of any other class of securities of the Resulting Issuer entitled to receive assets or property of the Resulting Issuer upon such distribution in priority or rateably with the holders of Resulting Issuer Shares.

Upon Completion of the Transaction and assuming:

	(a)	85,692,095 Resulting Issuer Shares are issued in consideration for the Flowr Shares acquired by the Corporation pursuant to the Amalgamation (inclusive of the Flowr Common Shares issued upon the conversion of the Flowr Subscription Receipts);

	(b)	there are 553,846 Needle Shares issued and outstanding immediately prior to the Amalgamation;

	(c)	an aggregate of 78,461 Needle Shares are reserved for issuance upon the exercise of outstanding Needle Options and outstanding Needle Agent’s Warrants immediately prior to the Amalgamation; and

	(d)	an aggregate of 56,902,250 Flowr Shares are reserved for issuance upon the exercise of Flowr ULC Class A Shares, Flowr ESOP Options, Flowr Stock Options and Flowr Broker Warrants immediately prior to the Amalgamation;

the Resulting Issuer will have 86,245,945 Resulting Issuer Shares issued and outstanding immediately following completion of the Transaction and 56,980,711 Resulting Issuer Shares reserved for issuance immediately following the completion of the Transaction in connection with the Flowr ULC Class A Shares, R55,384

23,077sulting Issuer Options, Resulting Issuer Agent’s Warrants, Resulting Issuer ESOP Options, Resulting Issuer Stock Options and Resulting Issuer Broker Warrants.

Pro Forma Fully Diluted Share Capital

The following table states the diluted share capital of the Resulting Issuer upon the Completion of the Transaction and after giving effect to the Amalgamation:

Designation of Security	Amount Outstanding prior to the Completion of the Transaction	Amount Outstanding after the Completion of the Transaction	Percentage of Total Number of Resulting Issuer Shares to be Issued and Outstanding following Completion of the Transaction on a Fully Diluted Basis




Resulting Issuer Shares based on the outstanding Needle Shares prior to the Completion of the Transaction	7,200,000	553,846	0.39%
Resulting Issuer Shares based on the outstanding Flowr Shares prior to the Completion of the Transaction	71,884,361	85,692,095⁽¹⁾	59.83%
Total (non-diluted)	79,084,361	86,245,945	60.22%
Resulting Issuer Shares reserved for issuance upon exercise of the Resulting Issuer Options	720,000	55,384	0.04%
Resulting Issuer Shares reserved for issuance upon conversion of the Flowr ULC Class A Shares	44,100,000	44,100,000	30.79%
Resulting Issuer Shares reserved for issuance upon exercise of the Flowr Stock Options	4,325,000	4,325,000	3.02%
Resulting Issuer Shares reserved for issuance upon exercise of the Flowr ESOP Options	8,035,530	8,035,530	5.61%
Resulting Issuer Shares reserved for issuance upon exercise of the Flowr Broker Warrants	0	441,720⁽²⁾	0.31%
Resulting Issuer Shares reserved for issuance upon exercise of the Resulting Issuer Agent’s Warrants	300,000	23,077	0.02%
Total (fully diluted)	136,564,891	143,226,652	100%

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Notes:
(1)	Includes the 13,807,734 Flowr Shares being issued pursuant to the Private Placement.
(2)	Resulting Issuer Broker Warrants were issued in an amount equal to 3% of the total proceeds raised from the sale of Flowr Subscription Receipts in the Brokered Private Placement (reduced to 1.5% in respect of sales to the subscribers as part of the Non- Brokered Private Placement).

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(3)	Certain of these Resulting Issuer Securities will be held in escrow after the Completion of the Transaction (See “Information Concerning the Resulting Issuer – Escrowed Securities”).

Estimated Available Funds And Principal Purposes

Estimated Funds Available

Dividends

There are no restrictions in the Corporation's articles or elsewhere which could prevent the Resulting Issuer from paying dividends subsequent to the Completion of the Transaction. It is not contemplated that any dividends will be paid on any shares of the Resulting Issuer in the immediate future subsequent to the Completion of the Transaction, as it is anticipated that all available funds will be invested to finance the growth of the Resulting Issuer's business. The directors of the Resulting Issuer will determine if, and when, dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer's financial position at the relevant time. All of the Resulting Issuer Shares will be entitled to an equal share in any dividends declared and paid on a per share basis.

Principal Purposes of Funds

The following table sets out the estimated available funds after giving effect to the Transaction and the proposed principal uses for those funds:

Item	Approximate Amount ($)
Facility Grow Room Expansion⁽¹⁾	16,400,000
Unallocated Working Capital	18,526,665
Total	$34,926,665

Notes:

(1)	The $16,400,000 will be spent on Facility grow room expansion during the period from August 2018 to January 2019.

Principal Securityholders

To the best of the knowledge of management of the Corporation and Flowr, no Person will beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the voting rights attached to all of the outstanding Resulting Issuer Shares other than as set forth below.

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It is anticipated that immediately following the Transaction, the only shareholders that will hold greater than 10% of the issued and outstanding Resulting Issuer Shares will be:

(i)	Thomas Flow Investments Inc., governed by the laws of Canada and owned by Thomas Flow (a director of Flowr and an anticipated director of the Resulting Issuer). On a fully diluted basis, Thomas FlowInvestments Inc. owns 26,025,000 of Resulting Issuer Shares, which is 18.2% of the total issued and outstanding Resulting Issuer Interests;⁽¹⁾ and

(ii)	Core Flow Canada Holdings Inc., governed by the laws of New York and controlled by Steve Klein (an anticipated director of the Resulting Issuer). On a fully diluted basis, Core Flow Canada Holdings Inc.owns 49,419,014 of Resulting Issuer Shares, which is 34.6% of the total issued and outstanding Resulting Issuer Interests.

Notes

(1)

Thomas Flow also has the right to purchase Flowr Shares from Michael Thompson, William Street, Mark D’Angela, Craig Main, and Jason Broome, in the event that any of the foregoing individuals cease to be employed by Flowr before the date that is three (3) years from the date of such individuals’ start of employment with Flowr.

Directors, Officers and Promoters

Name, Municipality of Residence, Occupation and Security Holdings

Upon the Completion of the Transaction, the individuals disclosed in the table below are intended to be the directors and officers of the Resulting Issuer, with the term of office of the directors to expire on the date of the next annual general meeting of the shareholders of the Resulting Issuer.

Name, Position to be Held and Municipality of Residence	Position with Flowr or the Corporation Since	Principal Occupation During Past Five years⁽¹⁾	Number and Percentage⁽²⁾of Resulting Issuer Securities owned directly and indirectly
Thomas Flow, Chief Executive Officer, President and Director, Kelowna, British Columbia	December 1, 2017	President of Flowr, December 2017 - current; President of Flowco Holdings, December 2016 - December 2017; President of Flowco Enterprises Ltd., April 2015 - December 2016; Chief Operating Officer of MedReleaf Corporation, January 2013 - April 2015; Vice President of Sales and Marketing of OOH Digital Networks, April 2008 - January 2013.	26,025,000 ⁽³⁾(18.2%)
David Ralston, Chief Operating Officer, Caledon, Ontario	December 1, 2017	Retired, 2015 – 2017; Senior Vice President of Sales & Marketing of Q9 Networks, 2005 – 2015.	2,275,000⁽⁴⁾ (1.6%)
Lyle Oberg, Chief Policy and Medical Officer and Director, Kelowna, British Columbia	December 1, 2017	Chief Policy and Medical Officer of Flowr, December 2017 - current; Self- employed, February 2008 - May, 2017.	2,150,000⁽⁵⁾(1.5%)
Alexander Dann, Chief Financial Officer, Toronto, Ontario	December 1, 2017	Chief Financial Officer Era Resources Inc., 2014 – 2017; North American Nickel Inc., 2017; Chief Financial Officer, Forbes Royalty, 2013; Chief Financial Officer, Avion Gold Corporation, 2012.	1,632,700⁽⁶⁾(1.1%)
David Towill, Director, Kelowna, British Columbia	December 1, 2017	Partner, Thomas Butler LLP.	1,434,980⁽⁷⁾(1.0%)
Steve Klein, Chief Strategy Officer and Director, New York, New York	April 24, 2018	Chief Executive Officer of Apple Core Holdings LLC nd Apple Core Hotels Inc.	1,200,000⁽⁸⁾(0.8%)
David Miller, General Counsel, Corporate Secretary and Director, Bernardsville, New Jersey	April 24, 2018	Chief Financial Officer and General Counsel, Apple Core Holdings LLC, Chief Financial Officer, Apple Core Hotels Inc.	1,050,000⁽⁸⁾(0.7%)
Vinay Tolia, Incoming Chief Executive Officer, New York, New York	N/A	Managing member of Bengal Capital from 2006 to current.	4,018,030⁽⁹⁾ (2.8%)

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Notes:

(1)	For a complete description of the proposed directors of the Resulting Issuer and for membership of board subcommittees, see “Information Concerning the Resulting Issuer – Directors, Officers and Promoters – Management”.
(2)	The percentages in the table above are based on the fully diluted Resulting Issuer Shares outstanding upon Completion of the Transaction.
(3)	Thomas Flow owns his Flowr Shares through his company, Thomas Flow Investments Inc. This number includes 25,525,000 Flowr Common Shares and 500,000 Flowr Class A Shares, exchanged for 26,025,000 Resulting Issuer Shares.
(4)	Comprised of 506,250 Flowr Common Shares, 250,000 Flowr Class A Shares and 1,518,750 Flowr Stock Options, exchanged for 756,250 Resulting Issuer Shares and 1,518,750 Flowr Stock Options.
(5)	Comprised of 1,181,250 Flowr Common Shares, 350,000 Flowr Class A Shares and 618,750 Flowr Stock Options, exchanged for 1,531,250 Resulting Issuer Shares and 618,750 Resulting Issuer Options.
(6)	Comprised of 393,750 Flowr Common Shares and 1,181,250 Flowr Stock Options owned personally, and 7,700 Flowr Common Shares and 50,000 Flowr Class A Shares owned beneficially through his company, AD Financial Consulting Ltd., exchanged for 393,750 Resulting Issuer Shares and 1,181,250 Resulting Issuer Options owned personally, and 57,700 Resulting Issuer Shares owned beneficially through AD Financial Consulting Ltd.
(7)	Flowr Common Shares exchanged for Resulting Issuer Shares.
(8)	Not including the shares held by Core Flow Canada Holdings Inc. Flowr ESOP Options exchanged for Resulting Issuer ESOP Options.
(9)	Comprised of 382,500 Flowr Class A Shares and 3,635,530 Flowr ESOP Options, exchanged for 382,500 Resulting Issuer Shares and 3,635,520 Resulting Issuer ESOP Options.

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Following the Completion of the Transaction, the board of directors of the Resulting Issuer will establish an Audit Committee and such other committees of the board as it determines to be appropriate. At the outset, the members of the Audit Committee shall be Mr. David Towill, Mr. David Miller and Mr. Rishi Shah.

Upon the Completion of the Transaction, the directors, officers and promoters of the Resulting Issuer as a group will own beneficially, directly and indirectly, or exercise control or direction over 38,402,444 Resulting Issuer Shares representing approximately 44.5% of the issued and outstanding Resulting Issuer Shares, on a non-diluted basis. The directors and officers of the Resulting Issuer as a group, will also own beneficially, directly and indirectly, or exercise control or direction over 3,318,750 Resulting Issuer Stock Options and 5,885,530 Resulting Issuer ESOP Options.

Management

The following are biographies of the proposed directors, officers and principal members of management of the Resulting Issuer, including their respective proposed positions with the Resulting Issuer and relevant work and educational background, where applicable.

No member of senior management is currently a party to any formal non-competition or confidentiality agreement with the Resulting Issuer.

Thomas (“Tom”) Flow, President and Director

Mr. Flow, age 41, is proposed to serve as the President and Director of the Resulting Issuer following the Transaction. Mr. Flow is expected to dedicate 100% of his time to the Resulting Issuer. Mr. Flow is globally recognized for his cannabis thought leadership and expertise in building and operating cannabis cultivation facilities. Over the past five years and in addition to his role at Flowr, Mr. Flow was Chief Operating Officer at MedReleaf. Mr. Flow has executed an Employment Agreement with respect to his role as President of Flowr and, following the Transaction, the Resulting Issuer. This agreement includes provisions for both confidentiality and non-competition.

David Ralston, Chief Operating Officer

Mr. Ralston, age 56, is proposed to serve as the Chief Operating Officer of the Resulting Issuer following the Transaction. Mr. Ralston is expected to dedicate 100% of his time to the Resulting Issuer. Mr. Ralston obtained his Bachelor of Commerce degree from McGill University. Mr. Ralston 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. In particular, Mr. Ralston was Senior Vice President at Q9 Networks, Chief Executive Officer of Sinclair Technologies, Managing Director of Winstar Communications and Vice-President at Bell. Mr. Ralston has executed an Employment Agreement with respect to his role as COO of Flowr and, following the Transaction, the Resulting Issuer. This agreement includes provisions for both confidentiality and non-competition.

Lyle Oberg, Chief Policy and Medical Officer and Director

Mr. Oberg, age 58, is proposed to serve as the Chief Policy and Medical Officer of the Resulting Issuer following the Transaction. Mr. Ralston is expected to dedicate 100% of his time to the Resulting Issuer. Mr. Oberg received his MD degree from the University of Alberta in 1983. Mr. Oberg 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. For the previous five years, Mr. Oberg was an independent consultant. Mr. Oberg has executed an Employment Agreement with respect to his role as Chief Policy and Medical Officer of Flowr and, following the Transaction, the Resulting Issuer. This agreement includes provisions for both confidentiality and non-competition.

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Alexander (“Alex”) Dann, Chief Financial Officer

Mr. Dann, age 52, is proposed to serve as the Chief Financial Officer of the Resulting Issuer following the Transaction. Mr. Ralston is expected to dedicate 100% of his time to the Resulting Issuer. Mr. Dann received his Diplome D’Etudes Collegiales (DEC) Sciences Pures - CEGEP de la Gaspesie and his Bachelier en Administration des Affaires (Business Admin) from L’Universite Laval. Mr. Dann is a bilingual chartered accountant with over 20 years of experience leading financial operations and strategic planning for multinational public companies, primarily in the mining and manufacturing sectors. Mr. Dann was previously Chief Financial Officer of Era Resources Inc. and prior to that, was Chief Financial Officer of Avion Gold Corporation. Mr. Dann has executed an Employment Agreement with respect to his role as CFO of Flowr and, following the Transaction, the Resulting Issuer. This agreement includes provisions for both confidentiality and non-competition.

David Towill, Director

Mr. Towill, age 49, is proposed to serve as an independent director and member of the Audit Committee of the Resulting Issuer. Mr. Towill is expected to dedicate 10% of his time to the Resulting Issuer. Mr. Towill received his Bachelor of Arts degree and Bachelor of Laws degree from the University of British Columbia. Mr. Towill founded Cannatech Plant Systems, the predecessor of Flowr Okanagan, in 2013. Mr. Towill is the managing partner at Thomas Butler LLP and primarily practices in the areas of commercial transactions, trusts/estates and real estate matters. Over and above his duties owed to Flowr as a director, Mr. Towill is willing to sign a non-disclosure agreement with the Resulting Issuer.

Steven Klein, Officer and Director

Mr. Klein, age 55, is proposed to be an officer and and Director of the Resulting Issuer. Mr. Klein is expected to dedicate 80% of his time to the Resulting Issuer. Mr. Klein received his J.D., Magna Cum Laude, from Boston University Law School and a Master’s Degree in tax law from New York University Law School. He received his Bachelor of Science in business from the State University of New York in Albany. Mr. Klein is the Chief Executive Officer of Apple Core Holdings. Previously, Mr. Klein was an attorney at Skadden Arps, and Slate, Meagher & Flom LLP. Over and above his duties owed to Flowr as a director, Mr. Klein is willing to sign a non-disclosure agreement with the Resulting Issuer.

David Miller, General Counsel, Corporate Secretary and Director

Mr. Miller, age 55, is proposed to be the General Counsel, Corporate Secretary and Director of the Resulting Issuer. Mr. Miller is expected to dedicate 80% of his time to the Resulting Issuer. Mr. Miller studied accounting at The Wharton School of Business and received his law degree from Duke University. Mr. Miller is the Chief Financial Officer and General Counsel of Apple Core Holdings. Over and above his duties owed to the Corporation as a director, Mr. Miller is willing to sign a non-disclosure agreement with the Resulting Issuer.

Rishi Shah, Director

Mr. Shah, age 32, is proposed to serve as an independent director and member of the Audit Committee of the Resulting Issuer. Mr. Shah is expected to dedicate 10% of his time to the Resulting Issuer. Mr. Shah is Chairman and Managing Director of JumpStart Ventures. Previous to Jumpstart Ventures, in 2006 Mr. Shah founded Outcome Health and acted as Chairman and Chief Executive Officer of the company which worked to improve health outcomes by serving actionable health information to chronic disease patients at the point of care. In addition to his work at Jumpstart Ventures, Mr. Shah serves on the Board of Directors of many civic organizations including Young Presidents Organization (YPO), 1871, and MATTER, a community of healthcare innovators and incubator for ideas. Mr. Shah also serves as a mentor for numerous technology start-up accelerator/incubator programs including TechStars Chicago, HealthBox and Blueprint Health in New York City. Over and above his duties owed to the Corporation as a director, Mr. Shah is willing to sign a non-disclosure agreement with the Resulting Issuer.

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Vinay Tolia, Chief Executive Officer*

Mr. Tolia, age 39, is expected to become Chief Executive Officer of the Resulting Issuer. Mr. Tolia is expected to dedicate 100% of his time to the Resulting Issuer. Mr. Tolia attended the University of Michigan where he obtained a BA in economics and BSE in Industrial and Operations Engineering. Mr. Tolia was 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 is expected to execute an Employment Agreement with respect to his role as CEO of Flowr and, following the Transaction, the Resulting Issuer. This agreement will include provisions for both confidentiality and non-competition.

*Once appropriate approvals are obtained.

Corporate Cease Trade Orders or Bankruptcies

Except as disclosed below, no proposed director, officer or promoter of the Resulting Issuer or a securityholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, within ten years before the date of this Filing Statement, has been, a director, officer or promoter of any person or company that, while that person was acting in that capacity:

	(a)	was the subject of a cease trade order or similar order or an order that denied the Corporation access to any exemption under securities legislation for a period of more than 30 consecutive days; or

	(b)	became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

Except as disclosed below, no individual proposed for appointment as a director or officer of the Resulting Issuer, nor any promoter of the Resulting Issuer or any shareholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, has:

	(a)	been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

	(b)	been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would likely be considered important to a reasonable securityholder making a decision about the proposed Transaction.

Personal Bankruptcies

Except as disclosed below, to the knowledge of Needle and Flowr, none of the proposed directors, officers or promoters of the Resulting Issuer, nor any securityholder anticipated to hold sufficient securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, or any personal holding company of any such person has, within the ten years before the date of the Filing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or promoter.

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Thomas Flow was declared bankrupt on April 6, 2011. On January 7, 2012, Thomas Flow was discharged pursuant to subsection 168.1(1) of the Bankruptcy and Insolvency Act, (Canada) from all debts, except those matters referred to in subsection 178(1) of the Bankruptcy and Insolvency Act, (Canada).

Conflicts of Interest

Some of the individuals proposed for appointment as directors or officers of the Resulting Issuer upon the Completion of the Transaction or who may be considered promoters of the Resulting Issuer are also directors, officers and/or promoters of other reporting and non-reporting issuers. Accordingly, conflicts of interest may arise which could influence these persons in evaluating possible acquisitions or in generally acting on behalf of the Resulting Issuer, notwithstanding that they will be bound by the provisions of the OBCA to act at all times in good faith in the interest of the Resulting Issuer and to disclose such conflicts to the Resulting Issuer if and when they arise. To the best of its knowledge, the Corporation is not aware of the existence of any conflicts of interest between the Corporation and any of its directors and officers as of the date of this Filing Statement. To the best of its knowledge, Flowr is not aware of the existence of any conflicts of interest between Flowr and any of its directors and officers as of the date of this Filing Statement. The shareholders of the Resulting Issuer must appreciate that they will be required to rely on the judgment and good faith of its directors and officers, as well as on the judgment and good faith of the directors and officers of the Resulting Issuer, in resolving any conflicts of interest that may arise.

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and promoter of the Resulting Issuer that are, or have been within the last five years, directors, officers or promoters of other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Position	Exchange	From	To
David Ralston	Q9 Networks	Senior Vice President of Sales and Marketing	TSX	June, 2005	April, 2015
David Miller	CNC Development Ltd.	Director	Pink Sheets, OTC Markets Group Inc.	December, 2009	September, 2013
Steven Klein	CNC Development Ltd.	Director	Pink Sheets, OTC Markets Group Inc.	December, 2009	September, 2013
Steven Klein	Ireland Minerals Inc.	Director	OTC	April, 2013	October, 2016

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Name	Name and Jurisdiction of Reporting Issuer	Position	Exchange	From	To
Lyle Oberg	Olympia Trust Company	Director	TSX and TSXV	June, 2009	June, 2016
Alexander Dann	Era Resources Inc. (formerly Marengo Mining Ltd.)	CFO	TSX and TSXV	January, 2014	June, 2017
Alexander Dann	North American Nickel Inc.	CFO	TSXV	March, 2017	November, 2017

Anticipated Executive Compensation

Compensation Discussion and Analysis

The following discussion provides information about the Resulting Issuer's proposed philosophy, objectives and processes regarding compensation for the Resulting Issuer's executive officers following the Completion of the Transaction. Compensation for the Resulting Issuer's Chief Executive Officer, Chief Financial Officer and the next three (3) most highly compensated executive officers (collectively, the “Proposed NEOs”) will be determined by the board of directors of the Resulting Issuer. The Resulting Issuer's executive compensation will predominantly be based on prevailing industry compensation practices for companies of comparable size and industry and the Resulting Issuer's performance in achieving certain goals.

It will be the responsibility of the Resulting Issuer's board of directors as a whole to make decisions regarding executive compensation matters. The Resulting Issuer's compensation program supports its commitment to delivering strong performance for shareholders. The Resulting Issuer's overall objective of its compensation philosophy is the attraction, motivation and retention of quality, experienced people to achieve the Resulting Issuer's strategic objectives and to align the interests of its executive officers and employees with the long-term interest of the Resulting Issuer's shareholders.

All of the components of the Resulting Issuer's executive compensation program will be reviewed and confirmed by its board of directors following the Completion of the Transaction and the appointment of the new board members.

It is currently contemplated that executive compensation be comprised of the following components: (i) base salary, (ii) bonus and (iii) incentive stock options. Together, these components are designed to address the key objectives of the Resulting Issuer's compensation program.

Elements of Executive Compensation

Base Salaries

The base salary component is intended to provide a fixed level of pay that reflects each Proposed NEO's primary duties and responsibilities. While base salaries are an important element of executive officer compensation, the size and stage of the Resulting Issuer prevents the Resulting Issuer from paying base salaries which are comparable to those of larger companies in the similar industry and, accordingly, performance-based compensation elements are an integral component of the executive compensation package.

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In setting base compensation levels for executive officers, consideration will be given to objective factors such as level of responsibility, experience and expertise as well as subjective factors such as leadership.

Bonus

Flowr does not currently have a bonus plan and intends to implement a bonus structure for its employees in the latter part of the 2018 calendar year.

Summary Compensation Table

The anticipated compensation for services for the Proposed NEOs of the Resulting Issuer for the twelve (12) month period following the Completion of the Transaction is as set out below. For details of the stock options to be held by the proposed officers and directors of the Resulting Issuer upon Completion of the Transaction see “Options to Purchase Securities” below.

Name and principal position	Salary ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)		Pension value ($)	All other compensati on ($)	Total compensati on ($)
Name and principal position	Salary ($)	Share- based awards ($)	Option- based awards ($)	Annual incentive plans	Long-term incentive plans	Pension value ($)	All other compensati on ($)	Total compensati on ($)
Alexander Dann, Chief Financial Officer	200,000	Nil	0	Nil	Nil	Nil	1,376	201,376
Thomas Flow, Chief Executive Officer, President ⁽¹⁾	240,000	Nil	0	Nil	Nil	Nil	1,376	241,376
David Ralston, Chief Operating Officer	200,000	Nil	0	Nil	Nil	Nil	1,376	201,376
Lyle Oberg, Chief Policy and Medical Officer	200,000	Nil	0	Nil	Nil	Nil	1,135	201,135

Notes:

(1)

It is anticipated that Vinay Tolia will assume the position of Chief Executive Officer from Thomas Flow upon receipt of appropriate authorizations; Mr. Tolia and the Corporation have agreed on the material terms of the remuneration package, which will be comprised of an annual salary of $240,000 and an option grant of 3,635,530 options (to acquire common shares of the Resulting Issuer) at an exercise price of $2.60 vesting over 36 months.

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Option-Based Awards and Incentive Plan Awards

Resulting Issuer Stock Options

Upon closing of the Transaction, the outstanding Flowr Stock Options will be automatically exchanged for an equal number of Resulting Issuer Stock Options to purchase Resulting Issuer Shares on substantially the same terms as the Flowr Stock Options.

Resulting Issuer ESOP

Resulting Issuer ESOP Options to purchase Resulting Issuer Shares may be granted to full-time and part-time employees of the Resulting Issuer or its subsidiaries, and directors, officers, consultants or advisors of the Resulting Issuer or its subsidiaries. Resulting Issuer ESOP Options will be granted pursuant to the Resulting Issuer ESOP.

Pursuant to the Resulting Issuer ESOP, the exercise price of any Resulting Issuer ESOP Option cannot be less than the market price of the Resulting Issuer Shares at the time the Resulting Issuer ESOP Option is granted. Market price is deemed to be the closing price of the Resulting Issuer Shares on the TSXV on the last trading day immediately preceding the day upon which the Resulting Issuer ESOP Option is granted. Resulting Issuer ESOP Options shall vest on the dates specified in the option agreement between the Resulting Issuer and the participant optionee. The exercise period of the Resulting Issuer ESOP Options cannot exceed ten (10) years. In the event that a participant ceases to be eligible under the Resulting Issuer ESOP due to death or incapacity, Resulting Issuer ESOP Options that are exercisable will terminate 180 days after the date at which a participant ceases to be eligible, or in the case of retirement, 120 after the date at which a participant ceases to be eligible. Where a participant is terminated without good cause, the options that are exercisable at the termination date will be exercisable until the earlier of (i) 30 days after that date, (ii) the date determined by the board of directors of the Resulting Issuer and (iii) the date at which the Resulting Issuer ESOP Option expires pursuant to the Resulting Issuer ESOP. Where a participant is terminated by reason of good cause or resignation, any Resulting Issuer ESOP Options held by the participant will expire immediately and are cancelled at such time as may be determined by the board of directors of the Resulting Issuer.

The board of directors of the Resulting Issuer may grant Resulting Issuer ESOP Options, in accordance with the Resulting Issuer ESOP, at any time they deem to be appropriate. The maximum number of Resulting Issuer Shares reserved for issuance under the Resulting Issuer ESOP shall not exceed, in aggregate, 10% of the issued and outstanding (a) Resulting Issuer Shares and (b) Flowr ULC Class A Shares, from time to time. The maximum number of Resulting Issuer Shares reserved for issuance in any 12 month period to any individual employee, officer, director, consultant or advisor shall not exceed five per cent (5%) of the issued and outstanding Resulting Issuer Shares, and to any consultant or person providing investor relation activities shall not exceed two percent (2%) of the issued and outstanding Resulting Issuer Shares. The aggregate number of Resulting Issuer Shares that can be granted to insiders of the Resulting Issuer as a group shall not exceed ten per cent (10%) of the issued and outstanding Resulting Issuer Shares.

Upon closing of the Transaction, the outstanding Flowr ESOP Options will be automatically exchanged for an equal number of Resulting Issuer ESOP Options to purchase Resulting Issuer Shares on substantially the same terms as the Flowr ESOP Options.

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Pension Plan Benefits

It is not anticipated that the Resulting Issuer will establish a pension plan, a defined benefit plan or any retirement savings programs for the Proposed NEOs or other employees of the Resulting Issuer within the next 12 months.

Deferred Compensation Plans

It is not anticipated that the Resulting Issuer will establish a deferred compensation plan for the Proposed NEOs or other employees of the Resulting Issuer within the next twelve (12) months.

Director Compensation

Compensation is anticipated to be paid to directors who are not executive officers for their services as directors. Directors will be eligible to receive grants of stock options from time to time. For the first year following the Completion of the Transaction, base compensation will be $15,000 and 15,000 Flowr Stock Options (per annum).

Indebtedness Of Directors And Officers

No individual who: (a) is a director or officer of the Corporation or Flowr or is proposed to be a director or officer of the Resulting Issuer; (b) at any time during the most recently completed financial year of the Corporation or Flowr was, a director or officer of the Corporation or Flowr; or (c) is an associate of any of the foregoing, is either: (y) indebted to the Corporation or Flowr or a subsidiary of either the Corporation or Flowr; or (z) indebted to another entity with such indebtedness being the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or Flowr as at the day of the Filing Statement.

Investor Relations Arrangements

Following the Completion of the Transaction, the Resulting Issuer may enter into an agreement with a person or firm to provide corporate communications and investor relations services for the Resulting Issuer or its securities. Other than as described below, no agreement has been concluded with any person or firm with respect to the provision of such services or to engage in any other activities for the purposes of stabilizing the market for the Resulting Issuer Shares.

Options to Purchase Securities

Options to Purchase Securities

The following table sets forth the particulars of the stock options that will be outstanding upon the Completion of the Transaction:

Group	Number of Resulting Issuer Stock Options	Number of Resulting Issuer ESOP Options	Exercise Price ($)	Grant Date	Expiry Date
Directors and Officers of the Resulting Issuer ⁽¹⁾	618,750	-	$0.05	October 30, 2017	October 30, 2022
Officers of the Resulting Issuer ⁽²⁾	2,700,000	-	$0.05	October 30, 2017	October 30, 2022
Directors and Officers of the Resulting Issuer ⁽³⁾	-	2,250,000	$2.60	August 15, 2018	August 14, 2023

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Group	Number of Resulting Issuer Stock Options	Number of Resulting Issuer ESOP Options	Exercise Price ($)	Grant Date	Expiry Date
Officers of the ResultingIssuer ⁽⁴⁾	-	3,635,530	$2.60	August 15, 2018	August 14, 2023
Senior management of the Resulting Issuer ⁽⁵⁾	856,250	-	$0.05	October 30, 2017	October 30, 2022
Past Directors and Officers of Flowr ⁽⁶⁾	150,000	-	$0.05	October 30, 2017	August 20, 2019
Employees of Flowr	-	1,810,000	$2.60	June 1, 2018	June 1, 2023 - August 1, 2023
Employees of Flowr		340,000	$2.60	September 14, 2018	September 14,2023
Directors and officers and past directors and officers of the Corporation ⁽⁷⁾	55,384	-	$1.30	September 15, 2017	September 15, 2022
TOTAL	4,380,384	8,035,530	-	-	-

Notes:

(1)	Comprised of Lyle Oberg, who prior to the Completion of the Transaction, holds 618,750 Flowr Stock Options.
(2)	Comprised of David Ralston and Alexander Dann who prior to the Completion of the Transaction, hold 1,518,750 and 1,181,250 Flowr Stock Options, respectively.
(3)	Comprised of David Miller and Steven Klein, who prior to the Completion of the Transaction, hold 1,050,000 and 1,200,000 Flowr ESOP Options, respectively.
(4)	Comprised of Vinay Tolia, who prior to the Completion of the Transaction, holds 3,635,530 Flowr ESOP Options. It is anticipated that Vinay Tolia will assume the position of Chief Executive Officer from Thomas Flow upon the receipt of necessary authorizations.
(5)	Comprised of Jon Day-Reiner, Mark Tiainen and Steve Barich, who prior to the Completion of the Transaction, hold 168,750, 337,500 and 350,000 Flowr Stock Options, respectively.
(6)	Comprised of Anthony Giorgi who was the Chief Executive Officer and a director of Flowr until June 21, 2018.
(7)	Comprised of Douglas Osrow, Robb McNaughton and Daniel Lanskey, who prior to the Completion of the Transaction, hold 18,461, 18,461 and 18,461 Needle Options, respectively, with an exercise price of $1.30 per Needle Option (on a post-Consolidation basis).

Stock Option Plan

It is expected that the Resulting Issuer will replace the Stock Option Plan (as described above under the heading “Information Concerning the Corporation – Stock Option Plan”) with a new stock option plan for full-time and part-time employees, directors, officers, consultants and advisors of the Resulting Issuer and its subsidiaries, in substantially the same form as the Flowr ESOP as described above under the heading “Information Concerning the Corporation – Stock Option Plan”).

Escrowed Securities

A number of the Resulting Issuer Shares will be subject to escrow pursuant to the policies of the Exchange. The two categories of escrow securities which will exist upon the Completion of the Transaction, under the CPC Escrow Agreement and a Surplus Security Escrow Agreement.

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CPC Escrow Agreement

The following table sets out, as at the date of this Filing Statement, the number and percentage of CPC Escrow Shares held in escrow under the CPC Escrow Agreement prior to the Completion of the Transaction, and the number and percentage of Resulting Issuer Shares that will be held in escrow after the Completion of the Transaction:

Name and Municipality of Residence of Securityholder	Designation of class	Prior to Giving Effect to the Consolidation and the Transaction		After Giving Effect to the Consolidation and Transactiontion
	Designation of class	Number of securities held in escrow	Percentage of class	Number of securities to be held in escrow	Percentage of class ⁽¹⁾
Daniel Lanskey, Terranora, New South Wales	Resulting Issuer Shares	1,000,000	13.9%	58,823	0.07%
Douglas Osrow, Las Vegas, Nevada	Resulting Issuer Shares	500,000	6.9%	29,411	0.04%
Jaret Bode, Saskatoon, Saskatchewan	Resulting Issuer Shares	100,000	1.4%	5,882	0.007%
Kevin Thompson, Saskatoon, Saskatchewan	Resulting Issuer Shares	100,000	1.4%	5,882	0.007%
Aoi Maru Corp., Calgary, Alberta	Resulting Issuer Shares	500,000	6.9%	29,411	0.04%
De Courcy Asset Management Pty. Ltd., Greenwich, New South Wales	Resulting Issuer Shares	500,000	6.9%	29,411	0.04%
Power Family Holdings Pty. Ltd., St. Ives, New South Wales	Resulting Issuer Shares	1,000,000	13.9%	58,823	0.07%
Russel H. Didlake, Ponca City, Oklahoma	Resulting Issuer Shares	500,000	6.9%	29,411	0.03%
Total:	Resulting Issuer Shares	4,200,000	58.3%	247,054	0.29%

Notes:

(1)	The percentages in the table above are based on the non-diluted Resulting Issuer Shares.

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As at the date hereof, there are 4,200,000 CPC Escrow Shares (on a pre-Consolidation basis) held in escrow, representing 58.3% of the total issued and outstanding Needle Shares prior to the Completion of the Transaction. All of the CPC Escrow Shares are escrowed pursuant to the CPC Escrow Agreement. 10% of the CPC Escrow Shares were released from escrow on the issuance of the Final Exchange Bulletin and an additional 15% were released on each of the dates that are 6, 12, 18, 24, 30 and 36 months thereafter.

Surplus Security Escrow Agreement

Pursuant to the policies of the Exchange and in addition to the CPC Escrow Shares, the following securities of the Resulting Issuer anticipated to be held by Principals of the Resulting Issuer are expected to be held in escrow after giving effect to the Transaction:

Name and Municipality of Residence of Securityholder	Designation of class	Number of securities to be held in escrow	Percentage of class ⁽¹⁾
Core Flow Canada Holdings Inc., New York	Resulting Issuer Shares	7,821,014⁽²⁾	9.07%
Thomas Flow Investments Inc., Canada	Resulting Issuer Shares	26,025,000	30.18%
David Ralston, Caledon, Ontario	Resulting Issuer Shares Resulting Issuer Stock Options	756,250 1,518,750	2.64%
Alexander Dann, Toronto, Ontario	Resulting Issuer Shares Resulting Issuer Stock Options	393,750 1,181,250	1.83%
AD Financial Consulting Ltd., Ontario	Resulting Issuer Shares	57,700	0.07%
Linda Misetich Dann, Toronto, Ontario	Resulting Issuer Shares	100,000	0.12%
Lyle Oberg, Kelowna, British Columbia	Resulting Issuer Shares Resulting Issuer Stock Options	1,531,250 618,750	2.50%
David Towill, Kelowna, British Columbia	Resulting Issuer Shares	1,434,980	1.67%

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David Miller, Bernardsville, New Jersey	Resulting Issuer ESOP Options	1,050,000	1.22%
Steven Klein, Port Washington, New York	Resulting Issuer ESOP Options	1,200,000	1.39%
Vinay Tolia, New York, New York	Resulting Issuer Shares Resulting Issuer ESOP Options	382,500 3,635,530	4.67%
Anthony Giorgi, Stouffville, Ontario	Resulting Issuer Shares Resulting Issuer Stock Options	900,000 150,000	1.22%
Steve Barich, Toronto, Ontario	Resulting Issuer Shares Resulting Issuer Stock Options	100,000 350,000	0.52%
Jon Day-Reiner, Toronto, Ontario	Resulting Issuer Shares Resulting Issuer Stock Options	56,250 168,750	0.26%
Mark Tiainen, Toronto, Ontario	Resulting Issuer Shares Resulting Issuer Stock Options	112,500 337,500	0.52%
Michael Thompson, Mill Bay, British Columbia	Resulting Issuer Shares	2,025,000	2.35%
William Street, Markham, Ontario	Resulting Issuer Shares	2,025,000	2.35%
Mark D'Angela, Barrie, Ontario	Resulting Issuer Shares	2,025,000	2.35%
Alexander Repetski, Thornhill, Ontario	Resulting Issuer Shares	990,000	1.15%
The Broome Faulkner Family Trust, Kelowna, British Columbia	Resulting Issuer Shares	2,025,000	2.35%

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Craig Main, Vernon, British Columbia	Resulting Issuer Shares	1,800,000	2.09%
Alex Revich, Thornhill, Ontario	Resulting Issuer Shares	900,000	1.05%
Craig Coverley, Markham, Ontario	Resulting Issuer Shares	360,000	0.42%
Elaine Riff, Thornhill, Ontario	Resulting Issuer Shares	450,000	0.52%
Total:	Resulting Issuer Shares	52,271,194	60.6%
	Resulting Issuer Stock Options	4,325,000	5.01%
	Resulting Issuer ESOP Options	5,885,530	6.83%

Notes:

(1)	The percentages in the table above are based on the non-diluted Resulting Issuer Shares outstanding upon Completion of the Transaction, being 86,245,945.

(2)	In addition, Core Flow will execute a Surplus Security Escrow Agreement in respect of the 44,100,000 Flowr ULC Class A Shares that it holds, and such securities will be held in escrow after giving effect to the Transaction.

The Surplus Securities will be subject to a Surplus Security Escrow Agreement dated the Closing Date among the certain shareholders of the Resulting Issuer and the Escrow Agent, pursuant to the policies of the Exchange. Under the Surplus Security Escrow Agreement, the Surplus Securities will be released as follows:

•	10% of the securities will be released on the date of the Final Exchange Bulletin; and

•	20% of the securities will be released 6 months from the Final Exchange Bulletin,

•	30% of the securities will be released 12 months from the Final Exchange Bulletin, and

•	40% of the securities will be released 18 months from the Final Exchange Bulletin.

Seed Share Resale Restrictions

Further to the above, the following seed share resale restrictions will be applicable to certain Resulting Issuer

Resale Restrictions	Resulting Issuer Shares	Resulting Issuer Stock Options	Resulting Issuer ESOP Options
Surplus Security Escrow Agreement	52,271,194	4,325,000	5,885,530
4 month hold (> 25% to < 50% of Transaction Price, < 1 year)	15,284,582	Nil.	Nil.
TOTAL	67,555,776	4,325,000	5,885,530

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Auditors, Transfer Agent And Registrar

Auditor

The Resulting Issuer's auditor will be MNP LLP, Chartered Professional Accountants .

Transfer Agent and Registrar

It is anticipated that the registrar and transfer agent for the Resulting Issuer Shares subsequent to the Completion of the Transaction will continue to be Computershare Services Inc.

Risk Factors

The following risk factors should be carefully considered in evaluating the Resulting Issuer and the Transaction. The risks presented below may not be all of the risks that the Resulting Issuer may face. It is believed that these are the factors that could cause actual results to be different from expected and historical results. Other sections of this Filing Statement include additional factors that could have an effect on the business and financial performance of the business following the Completion of the Transaction. The market in which Flowr currently competes is very competitive and changes rapidly. Sometimes new risks emerge and management may not be able to predict all of them, or be able to predict how they may cause actual results to be different from those contained in any forward-looking statements. You should not rely upon forward-looking statements as a prediction of future results. In addition to the risks described elsewhere in this Filing Statement, including in the notes to the financial statements attached hereto, each of, and the cumulative effect of all of, the following risks for the Resulting Issuer should be considered:

Limited Operating History and Uncertainty of Future Revenues

Flowr has a limited operating history and, accordingly, potential investors will have a limited basis on which to evaluate its ability to achieve its business objectives. The future success of the Resulting Issuer is dependent on management's ability to implement its strategy. Whilst management is optimistic about the Resulting Issuer's prospects, there is no certainty that anticipated outcomes and sustainable revenue streams will be achieved and there is no certainty that the Resulting Issuer will successfully produce commercial cannabis, establish a market for its product. The Resulting Issuer faces risks frequently encountered by early-stage companies. In particular, its future growth and prospects will depend on its ability to expand its operation and gain additional revenue streams whilst at the same time maintaining effective cost controls. Any failure to expand is likely to have a material adverse effect on the Resulting Issuer's business, financial condition and results.

Reliance on Licensing

The operations of the Resulting Issuer require it to obtain and retain licences for the transportation, distribution, production and sale of cannabis, and in some cases, renewals of existing licences from, and the issuance of permits by certain national authorities in Canada. The Resulting Issuer believes that it currently holds or has applied for all necessary licences and permits to carry on the activities which it is currently conducting under applicable laws and regulations, and also believes that it is complying in all material respects with the terms of such licences and permits.

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The failure of the Resulting Issuer to obtain the Licences would have a material adverse impact upon the Resulting Issuer.

The Resulting Issuer will apply for, as the need arises, all necessary licences and permits to carry on the activities it expects to conduct in the future. However, the ability of the Resulting Issuer to obtain, sustain or renew any such licences and permits on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable authorities or other governmental agencies in foreign jurisdictions. The ACMPR Licence expires on December 1, 2020. Any loss of interest in any such required licence or permit, or the failure of any governmental authority to issue or renew such licences or permits upon acceptable terms, would have a material adverse impact upon the Resulting Issuer.

Regulatory Risks

The operations of the Resulting Issuer are subject to various laws governing the distribution, transportation, production and sale of cannabis, taxes, labour standards and occupational health, toxic substances, land use, water use, and other matters.

The commercial medical cannabis industry is a new industry in Canada. The ACMPR was established in August 2016. As such, revisions to the regime could be implemented which could have an impact on the Resulting Issuer's operations. The risks to the business of the Resulting Issuer represented might lead to further court rulings or legislative changes such as those brought about by the repeal of MMPR and the introduction of ACMPR that allow those with existing licences to possess and/or grow medical cannabis. This could significantly reduce the addressable market for the Resulting Issuer's products and could materially and adversely affect the business, financial condition and results of operations of the Resulting Issuer.

Flowr anticipates that regulations governing the industry will be subject to change as the Government of Canada monitors operating Licensed Producers. In addition, the Cannabis Act is not yet in force. The operations of Flowr will be subject to a variety of laws, regulations, guidelines and policies relating to the manufacture, processing, import, export, management, packaging/labelling, advertising, sale, transportation, storage and disposal of cannabis but also laws and regulations relating to drugs, controlled substances, health and safety, land use, the conduct of operations and the protection of the environment. While to the knowledge of management, Flowr is currently in compliance with all such laws, any changes to such laws, regulations, guidelines and policies may have a material adverse effect on its business, financial condition and results of operations. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail the Resulting Issuer's ability to distribute or produce medical cannabis. Amendments to current laws and regulations governing the distribution, transportation and/or production of medical cannabis, or more stringent implementation thereof, could have a substantial adverse impact on the Resulting Issuer and cause increases in expenses, capital expenditures or production costs or reduction in levels of production or require abandonment or delays in development.

Changes in Laws, Regulations and Guidelines

On April 13, 2017, the Government of Canada released Bill C-45, which proposed the enactment of the Cannabis Act, to regulate the production, distribution and sale of cannabis for unqualified adult use. On June 20, 2018, the Cannabis Act was passed in Parliament and on June 21, 2018, it was given royal assent. The Cannabis Act is not yet in force, and it is unknown how the regulatory changes will be implemented with respect to the licensing categories. Some provinces, such as Ontario, New Brunswick and Alberta have announced a proposed distribution structure for adult-use cannabis through Crown corporations. Moreover, recent amendments to the Cannabis Act have resulted in the addition of edible products and cannabis concentrates and considerations of the import/export permissions for licensed dealers. The target implementation date of the Cannabis Act is October 17, 2018.

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The provincial legislative and operational framework pertaining to the distribution of cannabis is expected to vary among provinces and territories and could result in additional provincial and territorial regulations, creating additional compliance and other costs and/or limitations on Flowr’s ability to participate in such markets. There is no guarantee that provincial legislation regulating the distribution and sale of cannabis for adult-use purposes will be enacted according to all the terms announced by such provinces, or at all, or that any such legislation, if enacted, will create the growth opportunities that the Resulting Issuer currently anticipate. While the impact of any new legislative framework for the regulation of the Canadian adult-use cannabis market is uncertain, any of the foregoing could result in a material adverse effect on the Resulting Issuer’s business, financial condition and results of operation. The asymmetrical regulatory and market environment for cannabis in each of the provinces and territories could materially and adversely affect the business, financial condition and results of operations of the Resulting Issuer.

The governments of every Canadian province and territory have, to varying degrees, announced proposed regulatory regimes for the distribution and sale of cannabis for adult-use purposes within those jurisdictions as more fully described immediately below. There can be no assurance that the legalization of adult-use cannabis by each of the provinces will occur as set out below or at all, and the provincial regimes governing adult use cannabis is uncertain.

British Columbia

In December, 2017, the Government of British Columbia announced that adult-use cannabis will be sold in that province through both public and privately operated stores. The British Columbia Liquor Distribution Branch will be responsible for the public retail stores and will also be the province’s wholesale distributor of non-medicinal cannabis. Licensing and monitoring of private retail stores will be the responsibility of the Liquor Control and Licensing Branch. In February 2018, the Government of British Columbia released further details about proposed cannabis regulation in the province. Adults will be allowed to use cannabis in places where tobacco smoking and vaping are permitted, but will be banned from smoking and vaping in areas frequented by children including beaches, parks and playgrounds, and the use of cannabis in any form will be banned for all occupants in vehicles. British Columbia will allow personal cultivation of up to four cannabis plants per household, but the province will allow landlords to prohibit home cultivation. British Columbia has now passed the Cannabis Control and Licensing Act to provide for legal, controlled access to cannabis in British Columbia, and sets nineteen as the provincial minimum age to purchase, sell, or consume cannabis. In addition, adults will be allowed to possess up to thirty (30) grams of cannabis in a public place.

Alberta

Alberta Bill 26, An Act to Control and Regulate Cannabis, and Bill 29, An Act to Reduce Cannabis and Alcohol Impaired Driving, received royal assent on December 15, 2017 and will come into force on proclamation. Sections 1-16 of Bill 29 have been proclaimed in force April 8, 2018. Bill 26 amends the Gaming and Liquor Act and will allow for the purchase of cannabis through privately run retail stores and government-operated online sales. The Alberta Gaming and Liquor Commission will be the sole wholesale distributor in the province. Consumption of cannabis will be allowed anywhere that tobacco consumption is permitted, but cannabis use will be banned in vehicles. Smoking and vaping cannabis will be prohibited on hospital, school or child care properties, and within prescribed distances of areas such as playgrounds, sports fields and outdoor pools. Albertans will be allowed to grow up to four plants per household, and there will be a possession limit of 30 grams of cannabis in a public place. Renters, condo-dwellers, and those living in multi-family dwellings may be restricted from growing cannabis in their homes due to rules established in rental agreements or condominium bylaws. The Regulations to the Gaming and Liquor Act were amended to include regulations related to cannabis on February 15, 2018, and will come into force upon the coming into force of Bill 26.

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Saskatchewan

The Government of Saskatchewan has announced that both wholesaling and retailing of adult-use cannabis will be conducted by private companies, and will be regulated by the Saskatchewan Liquor and Gaming Authority. The Saskatchewan Liquor and Gaming Authority will issue approximately sixty (60) retail permits to private stores located in roughly 40 municipalities and First Nations across the province. Municipalities will have the option of opting out of having a cannabis store if they choose, and so far five municipalities have opted out. Bill 115, the Residential Tenancies Amendment Act, 2017 (the “RTA Amendment”) received royal assent and came into force on May 30, 2018. The RTA Amendment gives landlords the right to impose rules prohibiting the possession, use, and sale of cannabis in a rental unit, and includes the growing and possession of cannabis plants. On May 30, 2018, Bill 121, Cannabis Control (Saskatchewan) Act (the “Saskatchewan Act”) received royal assent and will come into force upon proclamation. The Saskatchewan Act sets a minimum age for cannabis consumption of nineteen. The Saskatchewan Act also restricts possession to 30 grams in public or four cannabis plants for personal use, and restricts consumption to private places except as exempted by regulation. The Government of Saskatchewan has said that they intend to adopt the federal rules around home growing, with a limit of four plants per household. Bill 112, The Miscellaneous Vehicle and Driving Statutes (Cannabis Legislation) Amendment Act, 2017 received royal assent on May 30, 2018, and amends the province’s impaired driving laws. Parts 1 and 2 of this Act came into force on July 1, 2018, with Part 3 to follow 180 days after July 1, 2018.

Manitoba

The Government of Manitoba has adopted a “hybrid model” for cannabis sales, whereby the retail sale of cannabis will be conducted by private retailers under the regulation and supervision of the Manitoba Liquor and Gaming Authority, and the supply of cannabis in the province will be secured and tracked by the Manitoba Liquor and Lotteries Corporation. Bill 11, The Safe and Responsible Retailing of Cannabis Act (Liquor and Gaming Control Act and Manitoba Liquor and Lotteries Corporation Act Amended) received royal asset on June 4, 2018, and some sections were proclaimed in force on June 20, 2018. Following an application process between November and December 2017, the Government of Manitoba selected four groups to operate retail sales of cannabis in the province. Bill 11 will prohibit individuals from growing cannabis at their place of residence. The Government of Manitoba has set the legal age for the use, purchase, and possession of non-medicinal cannabis at nineteen. The Government of Manitoba has also passed The Cannabis Harm Prevention Act (Various Acts Amended) to address health and safety concerns connected with legalized cannabis consumption, which include the prohibition against consuming cannabis in vehicles and against smoking cannabis in enclosed public places. Bill 11 also prohibits the consumption of cannabis in any manner in a cannabis retail store. On March 20, 2018, the Government of Manitoba also announced a proposal to prohibit smoking and vaping cannabis in outdoor public places.

Ontario

On September 8, 2017, the Government of Ontario announced its proposed retail and distribution model of legalized adult-use cannabis to be modelled on the current Liquor Control Board of Ontario (“LCBO”) framework. On December 12, 2017, the Government of Ontario passed the Ontario Cannabis Retail Corporation Act, 2017 (“OCRCA”) and the Cannabis Act, 2017 (Ontario), which will regulate the lawful use, sale and distribution of adult-use cannabis. The OCRCA is already in force, but the Cannabis Act, 2017 (Ontario) is expected to come into force at the same time as federal legalization.

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The new Ontario legislation will, among other matters:

(i)	create a subsidiary of the LCBO, known as the Ontario Cannabis Store, to manage the distribution of adult- use cannabis through stand-alone stores and an LCBO-controlled online order and distribution service;

(ii)	permit a private retail channel whereby privately run cannabis stores may sell cannabis to adult-users with licences granted by the liquor commission;

(iii)	ban the use of adult-use cannabis in public places, workplaces and motor vehicles, as is the case with alcohol (restrictions relating to consumption of medical cannabis are covered under the Smoke-Free Ontario Act); and

(iv)	create significant penalties for non-compliance.

Other details of Ontario’s approach will be set out in regulations to the Cannabis Act, 2017 (Ontario). Some initial regulations have already been published and additional regulatory proposals were published for public comment on January 18, 2018. The minimum age to buy, use, possess, and grow cannabis has been set at nineteen. Cannabis use will be restricted to private residences or in a rental unit or balcony (depending on the building’s rules or your lease agreement). Recreational cannabis use will be prohibited in any public place, workplace, or in a motorized vehicle.

Québec

Québec Bill 157, An Act to constitute the Société québécoise du cannabis, to enact the Cannabis Regulation Act and to amend various highway safety-related provisions, was passed on June 12, 2018. Bill 157 amends the Act respecting the Société des alcools du Québec to create a government agency called Société Québécoise du Cannabis (“SQDC”) to regulate cannabis sales as a parallel organization to the existing government-controlled alcohol retailer commonly known in the province as the “SAQ”. The SQDC will carry out the sale of cannabis in Québec. Cannibis will be available for purchase at SQDC-run stores and online. Initial reports from the Government of Québec indicate that twenty (20) government-run dispensaries will be opened initially, with up to 150 additional dispensaries to open within the following two years. Bill 157 will also enact the Cannabis Regulation Act which, among other things, will prohibit the cultivation of cannabis for personal purposes, and will limit cannabis consumption outside of private residences and other designated closed smoking rooms. The legal age to possess and consume cannabis in Québec will be eighteen.

New Brunswick

The Government of New Brunswick has introduced three bills related to cannabis: the Cannabis Control Act, the Cannabis Management Corporation Act, and the Cannabis Education and Awareness Fund Act. All three bills received royal asset on March 16, 2018. The Cannabis Management Corporation Act will establish a Crown corporation to oversee and regulate the distribution and sale of cannabis in the province. Retail sales of adult-use cannabis will be conducted through a subsidiary of the New Brunswick Liquor Corporation, called Cannabis NB. Cannabis NB is set to open twenty (20) retail stores in fifteen (15) communities. The legal age to purchase, possess and use cannabis in New Brunswick will be nineteen. The Cannabis Control Act will limit the consumption of cannabis to private dwellings, vacant land, or other places prescribed by regulation. The consumption of cannabis inside vehicles is prohibited.

Nova Scotia

Following public consultation, on December 6, 2017, the Government of Nova Scotia announced its legislative framework for adult-use cannabis in the province. Cannabis will be sold at dedicated government-owned retail locations through the Nova Scotia Liquor Corporation. The government has identified nine initial locations for cannabis retail stores, with the majority of these locations operating as a store within an existing liquor store. The province also plans to create an online retail sales platform that will include direct-to-home delivery. Under the legislative framework, cannabis consumption will be restricted to private residences and outdoor public spaces, with certain restrictions, and consumption will be prohibited in vehicles and other areas where tobacco smoking is already prohibited. The legal age to purchase and consume cannabis will be nineteen. The province will follow the federal legislation and allow possession of thirty (30) grams of dried cannabis, and each household will be permitted to cultivate four cannabis plants.

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Newfoundland and Labrador

In November 2017, the Government of Newfoundland and Labrador announced that adult-use cannabis will be sold through private stores, with the Crown-owned liquor corporation overseeing the distribution to private sellers who will sell it to consumers. Bill 23, An Act to Amend the Liquor Corporation Act, received royal assent on December 7, 2017, and will give the Newfoundland and Labrador Liquor Corporation the authority to licence and regulate private retailers. The Government of Newfoundland and Labrador has stated that the Newfoundland and Labrador Liquor Corporation will control the possession, sale and delivery of cannabis, and set prices. It will also be the initial online retailer and will sell cannabis products in isolated communities. On May 7, 2018, the provincial government announced the location of twenty-four (24) retail cannabis stores, many of which will be attached to supermarkets that have existing liquor stores. The Government of Newfoundland and Labrador has issued a new request for private retailers in six areas as the initial request issued by the government did not rreceive any qualifying proposals. Bill 20, An Act Respecting the Control and Sale of Cannabis (the “Cannabis Control Act”) was introduced in May 2018, and received royal assent on May 31, 2018. The Cannabis Control Act sets the legal age to purchase and possess cannabis at nineteen. The Cannabis Control Act allows for the growth of four (4) cannabis plants per household. The Government of Newfoundland and Labrador has said that consumption of cannabis will be restricted to private residences.

Prince Edward Island

Following public consultation, on March 27, 2018 the Government of Prince Edward Island released a policy and legislative framework for cannabis in the province. Cannabis will be sold at dedicated government-owned retail locations through the PEI Cannabis Management Corporation. The government has identified four initial locations for retail stores based on population density, and based on the sales in those locations the government will plan future expansion. The province also plans to create an online retail sales platform that will include direct-to-home delivery. Under the legislative framework, cannabis consumption will be restricted to private residences, with certain communal spaces being designated for cannabis consumption, and consumption will be prohibited in vehicles and other areas where tobacco smoking is already prohibited. The minimum age to purchase, possess, and use recreational cannabis will be nineteen. The province will follow the federal legislation and allow possession of 30 grams of dried cannabis, and each household will be permitted to cultivate four cannabis plants.

Yukon

Bill 15, the Cannabis Control and Regulation Act, received assent on April 24, 2018, and will come into force on October 17, 2018. Under the Act, the government designates the Yukon Liquor Corporation to distribute and regulate the sale of cannabis in the territory. Retail sales of adult-use cannabis will be conducted by a combination of private stores and stores owned by the Yukon Liquor Corporation. Bill 15 will prohibit the consumption of cannabis outside of a private dwelling-house. The minimum age for possession, consumption, and cultivation will be nineteen, and each household will be allowed to grow a maximum of four (4) cannabis plants for personal use.

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The Northwest Territories

Bill 6, the Cannabis Legalization and Regulation Implementation Act received assent on June 1, 2018. Accompanying regulations are currently being developed. It is proposed that the Northwest Territories Liquor Commission (“NWT Liquor Commission”) will be responsible for the distribution and sale of cannabis and that cannabis will initially be sold in existing liquor stores. Residents in communities without liquor stores will be able to order cannabis from a liquor store operating on behalf of the NWT Liquor Commission to be delivered by mail. Smoking cannabis will be prohibited in public places, subject to exceptions in the regulations, and will be prohibited in vehicles. The Cannabis Legalization and Regulation Implementation Act sets the legal age to purchase and possess cannabis at nineteen. Communities in the Northwest Territories will be able to hold a plebiscite to prohibit or restrict cannabis, similar to the options currently available to restrict alcohol.

Nunavut

Nunavut’s territorial cannabis legislation, the Cannabis Act and the Cannabis Statutes Amendments Act, were passed on June 13, 2018 and will come into force on October 17, 2018. The Cannabis Act allows the Nunavut Liquor and Cannabis Commission to sell cannabis remotely (both online and by phone), in physical stores, and through private third party agents. As there are currently no licensed retailers in Nunavut, sales will be completed exclusively online at first. The Cannabis Act requires community consultation before opening a cannabis store or lounge. The government has also proposed that cannabis consumption should only be allowed in private homes and in some designated public spaces where tobacco smoking is allowed. The legal age to purchase or possess cannabis will be nineteen.

Management of Growth

The Resulting Issuer may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Resulting Issuer to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Resulting Issuer to deal with this growth may have a material adverse effect on the Resulting Issuer's business, financial condition, results of operations and prospects.

History of Net Losses

The Resulting Issuer has incurred losses in recent periods. The Resulting Issuer may not be able to achieve or maintain profitability and may continue to incur significant losses in the future. In addition, the Resulting Issuer expects to continue to increase operating expenses as it implements initiatives to continue to grow its business. If the Resulting Issuer's revenues do not increase to offset these expected increases in costs and operating expenses, the Resulting Issuer will not be profitable.

Further Funding Requirements

The building and operation of the Resulting Issuer's facilities and business are capital intensive. In order to execute the anticipated growth strategy, the Resulting Issuer will require some additional equity and/or debt financing to support on-going operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions. There can be no assurance that additional financing will be available to the Resulting Issuer when needed or on terms, which are acceptable. The Resulting Issuer's inability to raise financing to support on-going operations or to fund capital expenditures or acquisitions could limit the Resulting Issuer's growth and may have a material adverse effect upon future profitability. The Resulting Issuer may require additional financing to fund its operations to the point where it is generating positive cash flows.

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If additional funds are raised through further issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of the Resulting Issuer Shares. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Resulting Issuer to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Competition

The market in which the Resulting Issuer operates is competitive and fast moving and may become even more competitive. The Resulting Issuer may face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and manufacturing and marketing experience than the Resulting Issuer. Increased competition by larger and better financed competitors could have a material adverse effect on the business, financial condition and results and operations of the Resulting Issuer.

The government has only issued 116 Licences under the MMPR, as at August 29, 2018 and its successor, ACMPR, to produce and sell medical cannabis. There are, however, several hundred applicants for Licences. The number of Licences granted could have an impact on the operations of the Resulting Issuer. Because of early stage of the industry in which the Resulting Issuer operates, it may face additional competition from new entrants. If the number of users of medical cannabis in Canada increases, and the legalization of adult-use cannabis is effective in October, 2018 as proposed, the demand for products will increase and the Resulting Issuer expects that competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products. To remain competitive, the Resulting Issuer will require a continued high level of investment in research and development, marketing, sales and client support. The Resulting Issuer may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of the Resulting Issuer.

Dependence on Key Executives

The performance of the Resulting Issuer will depend heavily on its ability to retain the services of management and to recruit, motivate and retain further suitably skilled personnel. The loss of the services of key individuals may have an adverse effect on the business, operations, customer relationships and results.

Reliance on the Facility

The Resulting Issuer's activities and resources are focused on the Facility. The ACMPR Licence is specific to the Facility. Adverse changes or developments affecting the Facility, including but not limited to a breach of security, could have a material and adverse effect on the Resulting Issuer's business, financial condition and prospects. Any breach of the security measures and other facility requirements, including any failure to comply with recommendations or requirements arising from inspections by Health Canada, could also have an impact on its ability to continue operating under the ACMPR Licence or the prospect of renewing the ACMPR Licence.

The Facility continues to operate with routine maintenance however the building does have components that require replacement or repair. The Resulting Issuer will bear the costs of maintenance and upkeep at the Facility. The Resulting Issuer's operations and financial performance may be adversely affected if it is unable to keep up with maintenance requirements.

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Certain contemplated capital expenditures of the Resulting Issuer may require Health Canada approval. There is no guarantee that Health Canada will approve any contemplated expansion and/or renovation, which could adversely affect the business, financial condition and results of operations of the Resulting Issuer.

Breaches of Security at the Facility or in Respect of Electronic Documents and Data Storage and Risks Related to Breaches of Applicable Privacy Laws

Given the nature of Flowr’s product and its lack of legal availability outside of channels approved by the Government of Canada and the individual Canadian provinces, despite meeting or exceeding Health Canada’s security requirements, there remains a risk of theft. Given that Flowr is permitted to store significant quantities of product as a Licensed Producer, a security breach at its Facility could expose Flowr to additional liability and to potentially costly litigation, increased expenses relating to the resolution and future prevention of these breaches and may deter potential customers from choosing Flowr’s products.

In addition, as a Licensed Producer, Flowr is expected to collect and store personal information about its clients and is responsible for protecting that information from privacy breaches. A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorized intrusions. Theft of data for competitive purposes, particularly patient lists and preferences, is an ongoing risk whether perpetrated via employee collusion or negligence or through deliberate cyber-attack. Any such theft or privacy breach would have a material adverse effect on Flowr’s business, financial condition and results of operations. Moreover, there are a number of federal and provincial laws protecting the confidentiality of certain patient health information, including patient records, and restricting the use and disclosure of that protected information. In particular, the privacy rules under the PIPEDA, protect medical records and other personal health information by limiting their use and disclosure of health information to the minimum level reasonably necessary to accomplish the intended purpose. If Flowr was found to be in violation of the privacy or security rules under PIPEDA or other laws protecting the confidentiality of patient health information, it could be subject to sanctions and civil or criminal penalties, which could increase its liabilities, harm its reputation and have a material adverse effect on the business, financial condition and results of operations of Flowr.

Product Liability

As a distributor of products designed to be ingested by humans, the Resulting Issuer faces an inherent risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused significant loss or injury. In addition, the sale of the Resulting Issuer's products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of the Resulting Issuer's products alone or in combination with other medications or substances could occur. The Resulting Issuer may be subject to various product liability claims, including, among others, that the Resulting Issuer's products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claims or regulatory action against the Resulting Issuer could result in increased costs, could adversely affect the Resulting Issuer's reputation with its clients and consumers generally, and could have a material adverse effect on the results of operations and financial condition of the Resulting Issuer. There can be no assurances that the Resulting Issuer will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the Resulting Issuer's potential products.

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Product Recalls

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labelling disclosure. If any of the Resulting Issuer's products are recalled due to an alleged product defect or for any other reason, the Resulting Issuer could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. The Resulting Issuer may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. Although the Resulting Issuer has detailed procedures in place for testing its products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. A recall for any of the foregoing reasons could lead to decreased demand for the Resulting Issuer's products and could have a material adverse effect on the results of operations and financial condition of the Resulting Issuer. Additionally, product recalls may lead to increased scrutiny of the Resulting Issuer's operations by Health Canada or other regulatory agencies, requiring further management attention and potential legal fees and other expenses.

Insurance and Uninsured Risks

The Resulting Issuer's business is subject to a number of risks and hazards generally, including adverse environmental conditions, accidents, disputes and changes in the regulatory environment. Such occurrences could result in damage to assets, personal injury or death, environmental damage, delays in operations, monetary losses and possible legal liability.

Although the Resulting Issuer maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance does not cover all the potential risks associated with its operations. The Resulting Issuer may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards encountered in the operations of the Resulting Issuer is not generally available on acceptable terms. The Resulting Issuer might also become subject to liability for pollution or other hazards which may not be insured against or which the Resulting Issuer may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Resulting Issuer to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Proprietary Protection

The success of the Resulting Issuer’s business depends in part on its ability to protect its ideas and technology. The Resulting Issuer applied to register a number of patents and trademarks in Canada and elsewhere.

Even where Resulting Issuer has taken steps to protect its technology with trademarks, patents, copyrights or by other means, the Resulting Issuer is not assured that competitors will not develop similar technology, business methods or that the Resulting Issuer will be able to exercise its legal rights.

Other countries may not protect intellectual property rights to the same standards as does Canada. Actions taken to protect or preserve intellectual property rights may require significant financial and other resources such that said actions have a meaningfully impact the Resulting Issuer's ability to successfully grow the business.

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Conflicts of Interest

Certain of the directors and officers of the Resulting Issuer are also directors and officers of other companies or are engaged and will continue to be engaged in activities that may put them in conflict with the business strategy of the Resulting Issuer. Consequently, there exists the possibility for such directors and officers to be in a position of conflict. All decisions to be made by such directors and officers involving the Resulting Issuer are required to be made in accordance with their duties and obligations to act honestly and in good faith with a view to the best interests of the Resulting Issuer. In addition, such directors and officers are required to declare their interests in, and such directors are required to refrain from voting on, any matter in which they may have a material conflict of interest.

Constraints on Marketing Products

Flowr intends to develop brand/product differentiation strategies to retain and/or grow brand market share. The potential for success of these strategies is uncertain, dependent on various factors, and subject to various challenges.

The development of Flowr’s business and operating results may be hindered by applicable regulatory restrictions on sales and marketing activities. Currently, medical cannabis may not be advertised for sale and is only available for purchase pursuant to a physician’s order provided to a Licensed Producer. Due to the limited distribution of medical cannabis products directly to patients, minimal investment has been made in the advertising and marketing of products. However, under the proposed Cannabis Act, marketing and advertising for adult-use cannabis would be significantly limited. More specifically, the Cannabis Act is expected to prohibit the marketing and advertising of products to individuals less than 18 years of age or in forums in which such individuals may be present or exposed to such advertising or publicity. Accordingly, the regulatory environment in Canada limits Flowr’s ability to compete for market share in a manner similar to other industries.

If Flowr is unable to effectively market its products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for its products, Flowr’s business, financial condition and results of operations could be materially adversely affected by such restrictions on marketing and advertising of its products.

Control by Majority Shareholders

Following the Qualifying Transaction, the Resulting Issuer will not have control over who owns the Resulting Issuer Shares. A holder of a substantial amount of Resulting Issuer Shares may be able to exercise a controlling influence on the Resulting Issuer, which may affect the Resulting Issuer’s governance and operations. For so long as such shareholders maintain their interest in the Resulting Issuer, such shareholders may be able to exercise a controlling influence over the business and affairs and the Resulting Issuer, the selection of senior management, the acquisition or disposition of the Resulting Issuer’s assets, access to capital markets, the payment of dividends and any change of control of the Resulting Issuer, such as a merger or take-over. The effect of this control may be to limit the price that investors are willing to pay for the Resulting Issuer Shares. In addition, a sale of Resulting Issuer Shares by such shareholders, or the perception of the market that a sale may occur, may adversely affect the market price of the Resulting Issuer Shares.

Future Sales of Resulting Issuer Shares by Existing Shareholders

Sales of a substantial number of Resulting Issuer Shares in the public market could occur at any time following, or in connection with, the completion of the Amalgamation. These sales, or the market perception that the holders of a large number of Resulting Issuer Shares intend to sell Resulting Issuer Shares, could reduce the market price of the Resulting Issuer Shares. Although the Resulting Issuer Shares of certain of the shareholders of Flowr will be subject to lock-up agreements imposed by the Agents of the Brokered Private Placement, the Agents may waive the provisions of these agreements and allow these shareholders to sell their Resulting Issuer Shares at any time. There are no pre-established conditions for the grant of such a waiver by the Agent, and any decision by them to waive those conditions would depend on a number of factors, which may include market conditions, the performance of the Resulting Issuer Shares in the market and the Resulting Issuer’s financial condition at that time. If the restrictions in such lock-up agreements are waived, additional Resulting Issuer Shares will be available for sale into the public market, subject to applicable securities laws and stock exchange requirements, which could reduce the market price for the Resulting Issuer Shares. A decline in the market prices of the Resulting Issuer Shares could impair the Resulting Issuer’s ability to raise additional capital through the sale of securities should it desire to do so.

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Use of Proceeds from the Private Placement

Flowr cannot specify with certainty the particular uses of the net proceeds it will receive from the Private Placement. The Resulting Issuer’s management will have broad discretion in the application of the net proceeds, including for any of the purposes described in “Information Concerning the Resulting Issuer – Estimated Available Funds And Principal Purposes”. Accordingly, a holder of Resulting Issuer Shares will have to rely upon the judgment of the Resulting Issuer’s management with respect to the use of the proceeds, with only limited information concerning management’s specific intentions. The Resulting Issuer’s management may spend a portion or all of the net proceeds from the Private Placement in ways that the Resulting Issuer’s shareholders may not desire, that may not yield a favourable return or that may not increase the value of the Resulting Issuer Shares. The failure by the Resulting Issuer’s management to apply such funds effectively could harm the Resulting Issuer’s business, financial condition and operations. Pending their use, the Resulting Issuer may invest the net proceeds from the Private Placement in a manner that does not produce income or that loses value.

Risks Inherent in an Agricultural Business

The Resulting Issuer's business involves the growing of cannabis, an agricultural product. Such business is subject to the risks inherent in the agricultural business, such as insects, plant diseases and similar agricultural risks. Although such growing is completed indoors under climate controlled conditions, there can be no assurance that natural elements will not have a material adverse effect on any such production.

Environmental Regulation and Risks

The Resulting Issuer's operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Resulting Issuer's operations.

Government approvals and permits are currently, and may in the future be, required in connection with the Resulting Issuer's operations. To the extent such approvals are required and not obtained, the Resulting Issuer may be curtailed or prohibited from its production and/or distribution of cannabis or from proceeding with the development of its operations as currently proposed.

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Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. The Resulting Issuer may be required to compensate those suffering loss or damage by reason of its operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Publication of Inaccurate or Unfavourable Research and Reports

Following the listing of the Resulting Issuer Shares, the trading market for the Resulting Issuer Shares will rely in part on the research and reports that securities analysts and other third parties choose to publish about the Resulting Issuer. The Resulting Issuer will not control these analysts or other third parties. The price of the Resulting Issuer Shares could decline if one or more securities analysts downgrade the Resulting Issuer Shares or if one or more securities analysts or other third parties publish inaccurate or unfavourable research about the Resulting Issuer or cease publishing reports about the Resulting Issuer. If one or more analysts cease coverage of the Resulting Issuer or fail to regularly publish reports on the Resulting Issuer, the Resulting Issuer could lose visibility in the financial markets, which in turn could cause the Resulting Issuer’s share price or trading volume to decline.

Unfavourable Publicity or Consumer Perception

The Resulting Issuer believes the cannabis industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of the cannabis distributed to such consumers. Consumer perception of the Resulting Issuer's products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favourable to the cannabis market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favourable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for the Resulting Issuer's products and the business, results of operations, financial condition and cash flows of the Resulting Issuer. The Resulting Issuer's dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on the Resulting Issuer, the demand for the Resulting Issuer's products, and the business, results of operations, financial condition and cash flows of the Resulting Issuer. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of cannabis in general, or the Resulting Issuer's products specifically, or associating the consumption of cannabis with illness or other negative effects or events, could have such a material adverse effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products appropriately or as directed.

Share Price Volatility

The market price of the Resulting Issuer Shares may be subject to wide price fluctuations. The market price of the Resulting Issuer Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of the Resulting Issuer and its subsidiaries, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for the Resulting Issuer and its subsidiaries, general economic conditions, legislative changes, community support for the cannabis industry and other events and factors outside of the Resulting Issuer's control. In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for the Resulting Issuer Shares.

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Transportation Disruptions

As a business revolving mainly around the growth of an agricultural product, the ability to obtain speedy, cost-effective and efficient transport services will be essential to the prolonged operations of the Resulting Issuer’s business. Should such transportation become unavailable for prolonged periods of time, there may be a material adverse effect on the Resulting Issuer’s business, financial situation, and operations.

Vulnerability to Rising Energy Costs

The Resulting Issuer's cannabis growing operations consume considerable energy, which make the Resulting Issuer vulnerable to rising energy costs. Accordingly, rising or volatile energy costs may adversely impact the business of the Resulting Issuer and its ability to operate profitably.

Reliance on Key Inputs

The Resulting Issuer's business is dependent on a number of key inputs and their related costs including raw materials and supplies related to its growing operations, as well as electricity, water and other local utilities. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the business, financial condition and operating results of the Resulting Issuer. Any inability to secure required supplies and services or to do so on appropriate terms could have a materially adverse impact on the business, financial condition and operating results of the Resulting Issuer.

Dependence on Suppliers and Skilled Labour

The ability of the Resulting Issuer to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labour, equipment, parts and components. No assurances can be given that the Resulting Issuer will be successful in maintaining its required supply of skilled labour, equipment, parts and components. It is also possible that the final costs of the major equipment contemplated by the Resulting Issuer's capital expenditure program may be significantly greater than anticipated by the Resulting Issuer's management, and may be greater than funds available to the Resulting Issuer, in which circumstance the Resulting issuer may curtail, or extend the timeframes for completing, its capital expenditure plans. This could have an adverse effect on the financial results of the Resulting Issuer.

Difficulty to Forecast

The Resulting Issuer must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the cannabis industry in Canada. A failure in the demand for its products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Resulting Issuer.

Need to Attract and Retain Qualified Personnel

The Resulting Issuer's success depends to a significant extent on its ability to identify, attract, hire, train and retain qualified personnel. Competition for such personnel may be intense and there can be no assurance that the Resulting Issuer will be successful in identifying, attracting, hiring and retaining such personnel in the future. If the Resulting Issuer is unable to identify, attract, hire and retain qualified personnel in the future, such inability could have a material adverse effect on its business, operating results and financial condition.

- 84 -

Litigation

The Resulting Issuer may become party to litigation from time to time in the ordinary course of business which could adversely affect its business. Should any litigation in which the Resulting Issuer becomes involved be determined against the Resulting Issuer such a decision could adversely affect the Resulting Issuer's ability to continue operating and the market price for the Resulting Issuer Shares and could use significant resources. Even if the Resulting Issuer is involved in litigation and wins, litigation can redirect significant resources.

Dividends

The Resulting Issuer has no earnings or dividend record, and does not anticipate paying any dividends on the Resulting Issuer Shares in the foreseeable future. Dividends paid by the Resulting Issuer would be subject to tax and, potentially, withholdings for non-residents of Canada.

Limited Market for Securities

Upon Completion of the Transaction, the Resulting Issuer Shares will be listed on the Exchange, however, there can be no assurance that an active and liquid market for the Resulting Issuer Shares will develop or be maintained and an investor may find it difficult to resell any securities of the Corporation.

- 85 -

GENERAL MATTERS

Sponsorship

On September 12, 2018, the Exchange granted an exemption from applicable sponsorship requirements.

Relationships

Flowr entered into an Agency Agreement with Needle and the Agents dated August 28, 2018. Pursuant to the Agency Agreement, on closing of the Brokered Private Placement, the Agents received Flowr Broker Warrants equal to 3% of the total proceeds raised from the sale of Flowr Subscription Receipts under the Brokered Private Placement; reduced to 1.5% in respect of sales to the subscribers as part of the Non- Brokered Private Placement. A total of 441,720 Flowr Broker Warrants were issued to the Agents on closing of the Brokered Private Placement. The Agents also received a cash commission from Flowr equal to 6% of the aggregate gross proceeds of the Brokered Private Placement; reduced to 3% for the aggregate gross proceeds of the Non-Brokered Private Placement, and reduced to 1% on the Lead Investor. A total of $140,000 in expenses was paid to the Agents by Flowr on closing of the Brokered Private Placement and a further $973,443 cash commission is payable by Flowr, 50% of which has been to the Agents and 50% of which is being held in escrow and will be paid to the Agents on the Escrow Release Date.

Experts

Opinions

MNP LLP, Chartered Professional Accountants, prepared the Auditors' Report for the Corporation for the year ended June 30, 2017. MNP LLP, Chartered Professional Accountants are independent in accordance with the Rules of Professional Conduct of the Institute of Chartered Accountants of Alberta.

MNP LLP, Chartered Professional Accountants prepared the Auditors' Report for Flowr for the year ended December 31, 2017. MNP LLP, Chartered Professional Accountants are independent in accordance with the Rules of Professional Conduct of the Institute of Chartered Professional Accountants Ontario.

Interests of Experts

No person or company whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement holds any beneficial interest, direct or indirect, in any securities or property of the Corporation, Flowr, the Resulting Issuer or an Associate or Affiliate of the foregoing.

Other Material Facts

There are no other material facts about the Corporation, Flowr, the Resulting Issuer or the Transaction that are not elsewhere disclosed herein and which are necessary in order for this Filing Statement to contain full, true and plain disclosure of all material facts relating to the Corporation, Flowr and the Resulting Issuer, assuming the Completion of the Transaction.

- 86 -

Board Approval

The contents and the filing of this Filing Statement have been approved by the board of directors of each of the Corporation and Flowr. Where information contained in this Filing Statement rests particularly within the knowledge of a person other than the Corporation, the Corporation has relied upon information furnished by such person.

ACKNOWLEDGEMENT - PERSONAL INFORMATION

“Personal Information” means any information about an identifiable individual, and includes information contained in any Items in the attached filing statement/information circular that are analogous to Items 4.2, 11, 12.1, 15, 17.2, 18.2, 23, 24, 26, 31.3, 32, 33, 34, 35, 36, 37, 38, 40 and 41 of Form 3B2 of the TSXV, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

	(a)	the disclosure of Personal Information by the undersigned to the Exchange pursuant to this Filing Statement; and

	(b)	the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B Form 3B2 or as otherwise identified by the Exchange, from time to time.

THE FLOWR CORPORATION		THE NEEDLE CAPITAL CORP.




Per:	“Alexander Dann”	Per:	“Daniel Lanskey”
	Alexander Dann		Daniel Lanksey
	Chief Financial Officer		President, Chief Executive Officer and Chief
			Financial Officer

CERTIFICATE OF THE NEEDLE CAPITAL CORP.

The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities of The Needle Capital Corp. assuming Completion of the Qualifying Transaction.

“Daniel Lanskey”		“Daniel Lanskey”
Daniel Lanskey		Daniel Lanskey
President and Chief Executive Officer		Chief Financial Officer

ON BEHALF OF THE BOARD

“Douglas Osrow”		“Robb McNaughton”
Douglas Osrow		Robb McNaughton
Director		Director

CERTIFICATE OF THE FLOWR CORPORATION

The foregoing, as it relates to The Flowr Corporation constitutes full, true and plain disclosure of all material facts relating to the securities of The Flowr Corporation.

“Thomas Flow”		“Alexander Dann”
Thomas Flow		Alexander Dann
President, Chief Executive Officer and		Chief Financial Officer
Director

ON BEHALF OF THE BOARD

“Steven Klein”		“David Miller”
Steven Klein		David Miller
Director		Director

SCHEDULE “A” FINANCIAL STATEMENTS OF NEEDLE FOR THE YEAR ENDED JUNE 30, 2017

(SEE ATTACHED)

The Needle Capital Corp.

(A Capital Pool Corporation)

Financial Statements

For the period from June 1, 2016 (date of incorporation) to June 30, 2017

(expressed in Canadian dollars)

Independent Auditors' Report

To the Directors of The Needle Capital Corp.:

We have audited the accompanying financial statements of The Needle Capital Corp., which comprise the statement of financial position as at June 30, 2017, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the period from June 1, 2016 (date of incorporation) to June 30, 2017 and notes, comprising a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of The Needle Capital Corp. as at June 30, 2017 and its financial performance and its cash flows for the period from June 1, 2016 (date of incorporation) to June 30, 2017 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.



	Chartered Professional Accountants
Calgary, Alberta	Licensed Public Accountants
August 29, 2017

The Needle Capital Corp.

Statement of Financial Position

As at June 30, 2017

Assets
Current
Cash (Note 5)	$	176,369
Deferred financing costs (Note 6)		56,500
Total assets	$	232,869


Liabilities
Current
Accounts payable and accruals	$	29,500

Shareholders' Equity
Share capital (Note 7)	$	210,000
Deficit		(6,631	)
Total shareholders’ equity		203,369
Total liabilities and shareholders’ equity	$	232,869

Subsequent event (Note 11)

Approved on behalf of the Board


“Douglas Osrow”		“Robb McNaughton”
Director		Director

The accompanying notes are an integral part of these financial statements

- 1 -

The Needle Capital Corp.

Statement of Loss and Comprehensive Loss

For the period from June 1, 2016 (date of incorporation) to June 30, 2017

Expenses
Filing and communication fees	$	6,631
Net loss and comprehensive loss	$	6,631
Loss per share (Note 7(i))		-

The accompanying notes are an integral part of these financial statements

- 2 -

The Needle Capital Corp.

Statement of Changes in Shareholders’ Equity

For the period from June 1, 2016 (date of incorporation) to June 30, 2017

	Share			Shareholders’
	Capital	Deficit		Equity
	($)	($)		($)
As at June 1, 2016	-	-		-
Share issuance (Note 7)	210,000	(6,631	)	203,369
As at June 30, 2017	210,000	(6,631	)	203,369

The accompanying notes are an integral part of these financial statements

- 3 -

The Needle Capital Corp.

Statement of Cash Flows

For the period from June 1, 2016 (date of incorporation) to June 30, 2017

Cash provided by the following activities:
Operating activities
Net loss	$	(6,631	)
Change in non-cash working capital:
Accounts payable and accruals	$	29,500
Deferred financing costs		(56,500	)
Cash flows used in operating activities		(33,631	)
Financing activities
Issuance of commons shares (Note 7)	$	210,000
Cash flows provided by financing activities		210,000
Increase in cash resources		176,369
Cash resources, beginning of period		-
Cash resources, end of period	$	176,369

The accompanying notes are an integral part of these financial statements

- 4 -

The Needle Capital Corp.

Notes to the Financial Statements

For the period from June 1, 2016 (date of incorporation) to June 30, 2017

1.	Incorporation and operations

The head office and registered office of the Company is located at 1900, 520 – 3^rd Street SW, Calgary, Alberta.

2.	Basis of preparation

Statement of compliance

The financial statements for the period from June 1, 2016 (date of incorporation) to June 30, 2017 have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”) in effect for the fiscal period beginning June 1, 2016.

These were authorized for issue in accordance with a resolution of the directors on August 29, 2017.

Basis of measurement

These financial statements are stated in Canadian dollars and were prepared on a going concern basis, under the historical cost convention.

Use of estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Areas where estimates are significant to the financial statements are disclosed in Note 4.

3.	Significant accounting policies

Cash

Cash consists of the proceeds generated on the issuance of common shares, which is being held in trust by legal counsel for the Company.

- 5 -

The Needle Capital Corp.

Notes to the Financial Statements

For the period from June 1, 2016 (date of incorporation) to June 30, 2017

3.	Significant accounting policies (continued)

Deferred financing costs

Financing costs related to the Company’s proposed financing are recorded as deferred financing costs. These costs will be deferred until the financing is completed, at which time the costs will be charged against the proceeds received. If the financing does not close, the costs will be charged to operations.

Share-based payments

The Company applies a fair value based method of accounting to all share-based payments. Employee and director stock options are measured at their fair value of each tranche on the grant date and recognized over its respective vesting period. Non-employee stock options are measured based on the service provided to the reporting date and at their then-current fair values. The cost of stock options is presented as share-based payment expense when applicable. On the exercise of stock options share capital is credited for consideration received and for fair value amounts previously credited to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.

Taxes

Tax expense comprises current and deferred tax. Tax is recognized in the statement of loss and comprehensive loss except to the extent it relates to items recognized in other comprehensive income or directly in equity.

Current tax

Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax

Deferred taxes are the taxes expected to be payable or recoverable on differences between the carrying amounts of assets in the statement of financial position and their corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences between the carrying amounts of assets and their corresponding tax bases. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets in a transaction that affects neither the taxable profit nor the accounting profit.

Non-derivative financial instruments

Non-derivative financial instruments are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Non-derivative financial instruments are recognized initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs.

- 6 -

The Needle Capital Corp.

Notes to the Financial Statements

For the period from June 1, 2016 (date of incorporation) to June 30, 2017

3.	Significant accounting policies (continued)

Subsequent to initial recognition, non-derivative financial instruments are measured as described below:

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. Loans and receivables are initially recognized at fair value plus transaction costs and subsequently carried at amortized cost using the effective interest method. The Company does not have any financial instruments in this category.

Financial assets at fair value through profit or loss

An instrument is measured at fair value through profit or loss if it is held-for-trading or is designated as such upon initial recognition. Financial instruments are designated at fair value through profit or loss if the Company manages such investments and makes purchase and sale decisions based on their fair value in accordance the Company's documented risk management or investment strategy. Upon initial recognition, attributable transaction costs are recognized in profit or loss when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss. Cash is included in this category.

Other financial liabilities

Other financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis. Accounts payable and accruals are included in this category.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Impairment of financial assets

Financial assets are assessed at each reporting date in order to determine whether objective evidence exists that the assets are impaired as a result of one or more events which have had a negative effect on the estimated future cash flows of the asset.

If there is objective evidence that a financial asset has become impaired, the amount of the impairment loss is calculated as the difference between its carrying amount and the present value of the estimated future cash flows from the asset discounted at its original effective interest rate. Impairment losses are recorded in earnings. If the amount of the impairment loss decreases in a subsequent period and the decrease can be objectively related to an event occurring after the impairment was recognized, the impairment loss is reversed up to the original carrying value of the asset. Any reversal is recognized in earnings.

Accounting standards issued but not yet applied

The Company has reviewed amendments to accounting pronouncements that have been issued but are not yet effective, and determined that the following may have a future impact on the Company.

IFRS 9 Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which replaces IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes requirements for recognition and measurement, impairment, de-recognition and general hedge accounting. IFRS 9 is effective for annual period beginning on or after January 1, 2018.

- 7 -

The Needle Capital Corp.

Notes to the Financial Statements

For the period from June 1, 2016 (date of incorporation) to June 30, 2017

3.	Significant accounting policies (continued)

IFRS 15 Revenue from Contracts with Customers

In May 2014, the International Accounting Standards Board (“IASB”) issued IFRS 15 Revenue from Contracts with Customers which specifies how and when an entity will recognize revenue as well as requiring entities to provide users of financial statements with more informative, relevant disclosures. IFRS 15 is effective for annual period beginning on or after January 1, 2018.

IFRS 16 Leases

In January 2016, the IASB issued IFRS 16 Leases which replaces the previous leases standard, IAS 17 Leases. IFRS 16 eliminates the classification of leases as either operating leases or finance leases as is required by IAS 17 and, instead, introduces a single lessee accounting model. Lessors continue to classify leases as operating leases or finance leases, and account for those two types of leases differently. IFRS 16 is effective for periods beginning on or after January 1, 2019.

The Company is currently assessing and quantifying the effect of the impact of adoption of these standards.

4.	Significant accounting estimates and assumptions

Estimates

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

Fair value of financial instruments

The estimated fair value of financial assets and liabilities, by their very nature, are subject to measurement uncertainty.

Taxes

Judgements

The key areas of judgment that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

Taxes

- 8 -

The Needle Capital Corp.

Notes to the Financial Statements

For the period from June 1, 2016 (date of incorporation) to June 30, 2017

4.	Significant accounting estimates and assumptions (continued)

Financial instruments

Stock options

The Company records stock-based payments based on management’s judgement of the expected exercise date of options which is impacted by the timing of completion of the Qualifying Transaction.

Cash

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds and $210,000 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Company. These restrictions may apply until completion of a Qualifying Transaction by the Company as defined under the policies of the Exchange.

6.	Deferred financing costs

Deferred financing costs, consisting of professional and agency fees, are incurred for the public offering. They will be charged against share capital upon the issuance of shares or written off if the public offering is not completed.

7.	Share capital

Authorized:

Unlimited number of Common Shares, without nominal or par value

Unlimited number of non-voting Preferred shares issuable in series

Issued: Common Shares

	Number of
	Shares	$
At incorporation	-	-
Issued for cash (i)	4,200,000	210,000
As at June 30, 2017	4,200,000	210,000

(i)

The Company issued 4,200,000 Common Shares to directors of the Company at a price of $0.05 per share. All 4,200,000 Common Shares are subject to an escrow agreement. These 4,200,000 Common Shares, which are considered contingently issuable until the Company completes a Qualifying Transaction, are not considered to be outstanding for the purpose of the loss per share calculation.

Escrow

- 9 -

The Needle Capital Corp.

Notes to the Financial Statements

For the period from June 1, 2016 (date of incorporation) to June 30, 2017

7.	Share capital (continued)

Share-based payments

8.	Income taxes

A statutory tax rate of 27% is applicable to the Company. As at June 30, 2017, the Company has approximately $18,000 of a non-capital loss carryforward balance that will commence to expire in 2037 if not utilized and an non-deducted financing fees balance of approximately $45,000. No deferred tax assets have been recognized for these deferred tax assets.

9.	Capital disclosures

The Company’s objectives when managing capital are:

	i.	to maintain a flexible capital structure, which optimizes the cost of capital at acceptable risk; and,

	ii.	to maintain investor, creditor and market confidence in order to sustain the future development of the business.

The Company is not subject to any externally or internally imposed capital requirements at period-end.

10.

Financial instruments

- 10 -

The Needle Capital Corp.

Notes to the Financial Statements

For the period from June 1, 2016 (date of incorporation) to June 30, 2017

10.

Financial instruments (continued)

Fair value

	Level 1:	Fair value measurements are those derived from quoted prices (unadjusted) in the active market for identical assets or liabilities.

	Level 2:	Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices).

	Level 3:	Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

The fair value of cash is determined on level 1 inputs. The carrying amount of cash and account payable and accruals approximates its fair value due to the short-term maturities of these items.

Credit Risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. The Company believes it has no significant credit risk.

Liquidity Risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2017, the Company had a cash balance of $176,369 to settle liabilities of $29,500.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company has no market risks.

11.

Subsequent event

- 11 -

SCHEDULE “B” MANAGEMENT’S DISCUSSION AND ANALYSIS OF NEEDLE FOR THE YEAR
ENDED JUNE 30, 2017

(SEE ATTACHED)

The Needle Capital Corp.
Management Discussion and Analysis
For the Year Ended June 30, 2017

FORM 51-102F1

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with the Corporation’s financial statements and notes thereto for the year ended June 30, 2017. Additional information relating to the Corporation is available on SEDAR at www.sedar.com.

This MD&A was prepared by management of The Needle Capital Corp. (“the Corporation”), and was approved by the Board of Directors on August 29, 2017. All amounts are in Canadian dollars unless otherwise stated.

Forward-Looking Statements

Description of the Business

The Corporation operates from its primary office in Calgary, Alberta, Canada. Its registered head office is located at 1900, 520 3^rd Avenue S.W., Calgary, Alberta T2P 0R3.

Selected Financial Information

The Corporation was incorporated under the Business Corporation Act (Alberta) on June 1, 2016 and June 30 is the date of its fiscal year end.

The Needle Capital Corp.
Management Discussion and Analysis
For the Year Ended June 30, 2017

Selected Statement of Financial Position Data

		As at June 30, 2017
Net working capital	$	203,369
Total current assets	$	232,869
Total current liabilities	$	29,500
Total shareholders’ equity	$	203,369

Selected Statement of Operations Data

		Year Ended
		June 30, 2017
Expenses	$	6,631
Net loss for the period	$	(6,631	)

The Corporation does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition.

During the year ended June 30, 2017, the Corporation recorded a net loss of $6,631 consisting of filing and communication fees.

Liquidity, Capital Resources, and Outlook

As at June 30, 2017, the Corporation had working capital of $203,369 and $176,369 in cash. Management believes that it has sufficient cash to meet its ongoing obligations and its objective of completing a Qualifying Transaction. However, additional equity or debt financing may be required to complete a Qualifying Transaction.

There can be no assurance that the Corporation will be able to obtain adequate financing to complete a Qualifying Transaction.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as at June 30, 2017.

Critical Accounting Estimates and Policies

The Corporation’s significant accounting policies and the adoption of new accounting policies are disclosed in the unaudited financial statements for the year ended June 30, 2017.

Financial Instruments and Other Instruments

The Needle Capital Corp.
Management Discussion and Analysis
For the Year Ended June 30, 2017

Disclosure of Outstanding Share Data

As at the date of this MD&A, the following is a description of the outstanding equity securities and convertible securities previously issued by the Corporation:

Risks and Uncertainties

(a)	until completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;

(b)	the Corporation has had no business activity and has not acquired any material assets since its incorporation other than cash;

(c)	the Corporation does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;

(d)	the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction;

(e)	even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction;

(f)	the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation;

(g)	there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;

The Needle Capital Corp.
Management Discussion and Analysis
For the Year Ended June 30, 2017

(h)	if the Corporation fails to complete a Qualifying Transaction within 24 months of listing, the TSX Venture Exchange could suspend or delist the common shares of the Corporation and an interim cease trade order may be issued against the Corporation’s securities by an applicable securities commission if its common shares are suspended from trading on or delisted from the TSX Venture Exchange or otherwise; and

(i)	the Corporation competes with many Capital Pool Companies that are seeking suitable Qualifying Transactions. In addition, other Capital Pool Companies may have substantially greater financial and technical resources than the Corporation.

Other Information

Subsequent Event

SCHEDULE “C” FINANCIAL STATEMENTS OF NEEDLE FOR THE INTERIM PERIOD ENDED
MARCH 31, 2018

(SEE ATTACHED)

The Needle Capital Corp.

Condensed Interim Statement of Financial Position

As at:

		March 31,			June 30,
		2018			2017
		(Unaudited)			(Audited)

Assets
Current
Cash	$	326,532		$	176,369
Deferred financing costs (Note 4)		-			56,500
Total assets	$	326,532		$	232,869


Liabilities
Current
Accounts payable and accruals	$	3,500		$	29,500

Shareholders' Equity
Share capital (Note 4)	$	385,600		$	210,000
Contributed surplus		74,000			-
Deficit		(136,568	)		(6,631	)
Total shareholders’ equity	$	323,032		$	203,369
Total liabilities and shareholders’ equity	$	326,532		$	232,869

Letter of intent (Note 8)

Approved on behalf of the Board

Signed “Daniel Lanskey”		Signed “Robb McNaughton”
Director		Director

The accompanying notes are an integral part of these condensed interim financial statements

- 1 -

The Needle Capital Corp.

Condensed Interim Statement of Loss and Comprehensive Loss

For the three and nine months ended March 31,

(Unaudited)

		Three months		Three months	Nine months		Nine months
		ended March		ended March	ended March		ended March
		31, 2018		31, 2017	31, 2018		31, 2017
Expenses							-
Professional fees	$	9,257		-	21,495		-
Stock-based compensation (Note 4)		-		-	57,000		-
Filing and communication fees		25,928		-	51,442		-
Net loss and comprehensive loss	$	35,185		-	129,937		-

Loss per share		(0.01	)	-	(0.06	)	-

Weighted average number of shares – basic and diluted (Note 4)		3,000,000		-	2,135,036		-

The accompanying notes are an integral part of these condensed interim financial statements

- 2 -

The Needle Capital Corp.

Condensed Interim Statement of Changes in Shareholders’ Equity

(Unaudited)

	Share		Contributed			Shareholders’
	Capital		Surplus	Deficit		Equity
	($)		($)	($)		($)
As at June 30, 2016	-		-	-		-
Share issuance	209,660		-	-		209,660
As at March 31, 2017	209,660		-	-		209,660
As at June 30, 2017	210,000		-	(6,631	)	203,369
Share issuance (Note 4)	300,000		-	-		300,000
Share issue costs (Note 4)	(124,400	)	-	-		(124,400	)
Agent warrants (Note 4)	-		17,000	-		17,000
Option issuance (Note 4)	-		57,000	-		57,000
Net loss for the period	-		-	(129,937	)	(129,937	)
As at March 31, 2018	385,600		74,000	(136,568	)	323,032

The accompanying notes are an integral part of these condensed interim financial statements

- 3 -

The Needle Capital Corp.

Condensed Interim Statement of Cash Flows

For the nine months ended March 31,

(unaudited)


		2018		2017
Cash provided by the following activities:
Operating activities
Net loss	$	(129,937	)	-
Stock-based compensation		57,000		-
Change in non-cash working capital:				-
Deferred financing costs		-		(32,250	)
Accounts payable and accruals	$	(26,000	)	6,000
Cash flows used in operating activities		(98,937	)	(26,250	)
Financing activities
Issuance of common shares, net of issue costs (Note 4)	$	249,100		210,000
Cash flows provided by financing activities		249,100		210,000
Increase in cash resources		150,163		183,750
Cash resources, beginning of period		176,369		-
Cash resources, end of period	$	326,531		183,750

The accompanying notes are an integral part of these condensed interim financial statements

- 4 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended March 31, 2018

(Unaudited)

1.	Incorporation and operations

The head office and registered office of the Company is located at 1900, 520 – 3^rd Street SW, Calgary, Alberta.

2.	Basis of preparation

Statement of compliance

These condensed interim financial statements were authorized for issue in accordance with a resolution of the Board of Directors on May 30, 2018.

Basis of measurement

These condensed interim financial statements are stated in Canadian dollars, its functional currency and were prepared on a going concern basis, under the historical cost convention.

- 5 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended March 31, 2018

(Unaudited)

3.	Significant accounting policies

Significant accounting estimates and judgements

Estimates

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

Fair value of financial instruments

The estimated fair value of financial assets and liabilities, by their very nature, are subject to measurement uncertainty.

Taxes

Judgements

The key areas of judgment that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

Taxes

Financial instruments

Stock options

- 6 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended March 31, 2018

(Unaudited)

4.	Share capital

Authorized:

Unlimited number of Common Shares, without nominal or par value

Unlimited number of non-voting Preferred shares issuable in series

Issued: Common Shares

	Number of
	Shares	$
As at June 30, 2017(i)	4,200,000	210,000
Issued for cash (ii)	3,000,000	300,000
Share issue costs	-	(124,400	)
As at March 31, 2018	7,200,000	385,600

	(i)	The Company issued 4,200,000 Common Shares to directors of the Company at a price of $0.05 per share. All 4,200,000 Common Shares are subject to an escrow agreement. These 4,200,000 Common Shares, which are considered contingently issuable until the Company completes a Qualifying Transaction, are not considered to be outstanding for the purpose of the loss per share calculation.

	(ii)	During the period ended December 31, 2017, the Company completed its initial public offering and raised gross proceeds of $300,000 through the issuance of 3,000,000 Common Shares at a price of $0.10 per share. Included in share issuance costs is $56,500 relating to the June 30, 2017 deferred costs balance.

		The Company granted warrants to the agent (the “Agent’s Warrants”) which entitles the Agent to purchase in aggregate up to 300,000 Common Shares at an exercise price $0.10 per Common Share. The Agent’s Warrants will expire 24 months from the date the Common Shares were listed on the Exchange. The Agent also received a cash commission equal to 10% of the gross proceeds of the Offering, a corporate finance fee of $10,000 and was reimbursed for its legal fees and reasonable expenses. The value of the Agent Warrants is $17,000 as determined by the Black-Scholes option pricing model, and has been recorded as share issue costs.

Escrow

Share-based payments

- 7 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended March 31, 2018

(Unaudited)

4.	Share capital (continued)

		Weighted average
	Number of options	exercise price
*Options*	(#)	($)
As at June 30, 2017	-	-
Issued to directors and officers	720,000	0.10
As at March 31, 2018	720,000	0.10

	Number	Weighted average
	of warrants	exercise price
*Warrants*	(#)	($)
As at June 30, 2017	-	-
Issued to agents	300,000	0.10
As at March 31, 2018	300,000	0.10

The Black-Scholes option pricing model was used to estimate the fair value of options and warrants on the date of grant using the following assumptions:

		Risk-
		free		Expected
		interest	Expected	dividend	Expected	Forfeiture
	Expiry	rate	life	yield	volatility	Rate
	*(year)*	*(%)*	*(years)*	*(%)*	*(%)*	*(%)*

Options	2022	1.80	5.0	0.0	110	0.0

Agent warrants	2019	0.58	2.0	0.0	110	0.0

The fair value of the options granted to directors and officers of $57,000 is included in share-based payment expense on the statement of loss and comprehensive loss.

5.	Related party transactions

Key management compensation during the nine months ended March 31, 2018 was $57,000 (2017 - $nil).

Transactions with related parties are incurred in the normal course of business.

6.	Capital disclosures

- 8 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended March 31, 2018

(Unaudited)

6.	Capital disclosures (continued)

The Company’s objectives when managing capital are:

	i.	to maintain a flexible capital structure, which optimizes the cost of capital at acceptable risk; and,

	ii.	to maintain investor, creditor and market confidence in order to sustain the future development of the business.

The Company is not subject to any externally or internally imposed capital requirements at period-end.

7.	Financial instruments

Fair value

	Level 1:	Fair value measurements are those derived from quoted prices (unadjusted) in the active market for identical assets or liabilities.

	Level 2:	Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices).

	Level 3:	Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

The fair value of cash is determined on level 1 inputs. The carrying amount of cash and account payable and accruals approximates its fair value due to the short-term maturities of these items.

Credit Risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. The Company believes it has no significant credit risk.

Liquidity Risk

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company has no market risks.

- 9 -

The Needle Capital Corp.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended March 31, 2018

(Unaudited)

8.	Letter of intent

Pursuant to the Transaction, the Company and Target Co. will complete a plan of arrangement, amalgamation, three-corner amalgamation or alternative structure to be determined. It is anticipated that the Company’s common shares will be issued to the shareholders of the Target Co. on a basis of one common share of the Company for every one common share of Target Co. outstanding. The effect of the Transaction will be a reverse take over of the Company by Target Co.

As part of the Transaction, it is anticipated that Target Co will complete a private placement of its common shares for gross proceeds of not less than $5,000,000 and up to $25,000,000.

The Transaction is subject to TSX Venture and other regulatory approvals.

- 10 -

SCHEDULE “D” MANAGEMENT’S DISCUSSION AND ANALYSIS OF NEEDLE FOR THE INTERIM
PERIOD ENDED MARCH 31, 2018

(SEE ATTACHED)

The Needle Capital Corp.
Management Discussion and Analysis
Three and Nine Months Ended March 31, 2018

FORM 51-102F1

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with the Corporation’s financial statements and notes thereto for the nine months ended March 31, 2018. Additional information relating to the Corporation is available on SEDAR at www.sedar.com.

This MD&A was prepared by management of The Needle Capital Corp. (“the Corporation”), and was approved by the Board of Directors on May 30, 2018. All amounts are in Canadian dollars unless otherwise stated.

Forward-Looking Statements

Description of the Business

The Corporation operates from its primary office in Calgary, Alberta, Canada. Its registered head office is located at 1900, 520 3^rd Avenue S.W., Calgary, Alberta T2P 0R3.

Selected Financial Information

The Corporation was incorporated under the Business Corporation Act (Alberta) on June 1, 2016 and June 30 is the date of its fiscal year end.

The Needle Capital Corp.
Management Discussion and Analysis
For the three and nine months ended March 31, 2018

Selected Statement of Financial Position Data

		As at March		As at June
		31, 2018		30, 2017
Net working capital	$	323,032	$	203,369
Total current assets	$	326,532	$	232,869
Total current liabilities	$	3,500	$	29,500
Total shareholders’ equity	$	323,032	$	203,369

Selected Statement of Operations Data

		Three Months Ended			Nine Months Ended
		March 31, 2018			December 31, 2018
Expenses	$	35,186		$	129,937
Net loss for the period	$	(35,186	)	$	(129,937	)

The Corporation does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition.

During the nine months ended March 31, 2018, the Corporation recorded a net loss of $129,937 consisting of professional fees, filing and communication fees, and stock based compensation.

Liquidity, Capital Resources, and Outlook

As at March 31, 2018, the Corporation had working capital of $323,032 and $326,532 in cash. Management believes that it has sufficient cash to meet its ongoing obligations and its objective of completing a Qualifying Transaction. However, additional equity or debt financing may be required to complete a Qualifying Transaction.

There can be no assurance that the Corporation will be able to obtain adequate financing to complete a Qualifying Transaction.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as at March 31, 2018.

Critical Accounting Estimates and Policies

The Corporation’s significant accounting policies and any adoption of new accounting policies are disclosed in the unaudited financial statements for the period ended March 31, 2018.

Financial Instruments and Other Instruments

The Needle Capital Corp.
Management Discussion and Analysis
For the three and nine months ended March 31, 2018

Disclosure of Outstanding Share Data

As at the date of this MD&A, the following is a description of the outstanding equity securities and convertible securities previously issued by the Corporation:

	Authorized	Outstanding

Voting or equity securities issued and outstanding	Unlimited Common Shares	7,200,000 Common Shares

Preferred Shares	Unlimited Preferred Shares	Nil

Securities convertible or exercisable into voting or equity securities – stock options	Directors’ and officers’ stock options to acquire up to 10% of the issued and outstanding common shares	Directors’ and officers’ stock options to acquire up to 720,000 common shares at an exercise price of $0.10 per common share

	Agent’s options to acquire up to 10% of the common shares issued in connection with the initial public offering	Agent’s options to acquire up to 300,000 common shares at an exercise price of $0.10 per common share

Voting or equity securities issuable on conversion or exchange of outstanding securities	as above	as above

Related party transactions

Key management compensation during the nine months ended March 31, 2018 was $nil (2016 - $nil) other than the grant of stock options.

Transactions with related parties are incurred in the normal course of business.

Risks and Uncertainties

The Needle Capital Corp.
Management Discussion and Analysis
For the three and nine months ended March 31, 2018

(a)	until completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;

(b)	the Corporation has had no business activity and has not acquired any material assets since its incorporation other than cash;

(c)	the Corporation does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;

(d)	the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction;

(e)	even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction;

(f)	the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation;

(g)	there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;

(h)	if the Corporation fails to complete a Qualifying Transaction within 24 months of listing, the TSX Venture Exchange could suspend or delist the common shares of the Corporation and an interim cease trade order may be issued against the Corporation’s securities by an applicable securities commission if its common shares are suspended from trading on or delisted from the TSX Venture Exchange or otherwise; and

(i)	the Corporation competes with many Capital Pool Companies that are seeking suitable Qualifying Transactions. In addition, other Capital Pool Companies may have substantially greater financial and technical resources than the Corporation.

Other Information

Letter of Intent

The Company signed a letter of intent (“LOI”) in respect of a proposed business combination with an unrelated party (“Target Co.”) (the “Transaction”) and brokered private placement.

The Needle Capital Corp.
Management Discussion and Analysis
For the three and nine months ended March 31, 2018

As part of the Transaction, it is anticipated that Target Co. will complete a private placement of its common shares for gross proceeds of not less than $5,000,000 and up to $25,000,000.

The Transaction is subject to TSX Venture and other regulatory approvals.

SCHEDULE “E” FINANCIAL STATEMENTS OF FLOWR FOR THE YEAR ENDED DECEMBER 31, 2017

(SEE ATTACHED)

Consolidated Financial Statements

For the year ended December 31, 2017 and period from
formation on November 2, 2016 to December 31, 2016
(in Canadian dollars)

Independent Auditors' Report

To the Shareholders of The Flowr Corporation:

We have audited the accompanying consolidated financial statements of The Flowr Corporation, which comprise the consolidated statements of financial position as at December 31, 2017 and 2016, and the consolidated statements of loss, changes in shareholders' equity and cash flows for the year ended December 31, 2017 and for the period from formation on November 2, 2016 to December 31, 2016, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the consolidated financial statements present fairly, in II material respects, the financial position of The Flowr Corporation as at December 31, 2017 and 2016 and its financial performance and its cash flows for the year ended December 31, 2017 and for the period from formation on November 2, 2016 to December 31, 2016 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 2.1(d) to the consolidated financial statements which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about The Flowr Corporation's ability to continue as a going concern.



Mississauga, Ontario	Chartered Professional Accountants

July 24, 2018	Licensed Public Accountants

CONSOLIDATED STATEMENTS OF F INANCIAL POSITION

As at December 31, 2017 and 2016

(in Canadian dollars)

		December 31,		December 31,
		2017		2016
ASSETS	Notes
Current Assets
Cash and cash equivalents		7,749,699		1,115,354
Amounts receivable	4	797,545		16,808
Prepaids and other receivables	5, 11	152,013		50,434
Loan receivable	11	25,000		-
		8,724,257		1,182,596

Non-Current Assets
Investments at fair value	6	335,571		-
Property, plant & equipment	7	9,279,237		-
Intangible assets	8	3,112,803		3,175,164
Advances	9	50,000		-
		12,777,611		3,175,164
TOTAL ASSETS		21,501,868		4,357,760

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	10, 11	1,928,898		36,787
Due to related parties	11	27,562		371,975
TOTAL LIABILITIES		1,956,460		408,762

SHAREHOLDERS' EQUITY
Share capital	16	18,116,920		-
Partnership interest		-		1,692,010
Contributed surplus	13	601,536		-
Deficit		(1,131,266	)	-
Equity attributable to common shareholders of the Company		17,587,190		1,692,010
Non-controlling interests		1,958,218		2,256,988
TOTAL EQUITY		19,545,408		3,948,998
TOTAL LIABILITIES AND EQUITY		21,501,868		4,357,760

The accompanying notes are an integral part of the consolidated financial statements

Approved by the Board of Directors

“Thomas Flow” (signed)

Director

“Steve Klein” (signed)

Director

CONSOLIDATED STATEMENTS OF LOSS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars,expect per share amounts )

		2017		2016
	Notes
Cost of sales
Production costs		258,038		-
Gross loss		(258,038	)	-

Selling and marketing		29,400		-
General and administrative	11	2,259,145		435,351
Share-based compensation	13	601,536		-
Other (income) expense	14	(342,784	)	23
Loss before income taxes		(2,805,335	)	(435,374	)

Deferred income tax expense	15	-		-

Net loss		(2,805,335	)	(435,374	)


Net loss attributable to:
Common shareholders of the Company		(1,908,684	)	(220,496	)
Non-controlling interests		(896,651	)	(214,878	)
Net loss		(2,805,335	)	(435,374	)

Loss per share attributable to common shareholders of the Company
-Basic	17	(0.05	)	(0.01	)
-Diluted	17	(0.05	)	(0.01	)

The accompanying notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars)

		2017		2016
	Notes
OPERATING ACTIVITIES
Loss before income taxes		(2,805,335	)	(435,374	)
Items not affecting cash and other adjustments	18	345,295		182
Changes in non-cash working capital	18	(136,291	)	334,875
		-		-
Cash used in operating activities		(2,596,331	)	(100,317	)

INVESTING ACTIVITIES
Advance paid for private company investment	9	(50,000	)	-
Acquisition of Cannatech Plant Systems net of cash acquired ($2,486)	3	-		(2,534,318	)
Loan advances		(25,000	)	-
Expenditures on property, plant and equipment		(8,040,595	)	-
Expenditures on intangible assets		(16,307	)	-
Cash used in investing activities		(8,131,902	)	(2,534,318	)

FINANCING ACTIVITIES
Proceeds from shares issued	16	13,748,032		-
Share issuance costs	16	(134,791	)	-
Capital contributions to Partnership	2.1(c))	3,750,000		3,750,012
Interest paid		(663	)	(23	)
		-		-
Cash provided from financing activities		17,362,578		3,749,989

Increase in cash and cash equivalents		6,634,345		1,115,354
Cash and cash equivalents, beginning of year		1,115,354		-
Cash and cash equivalents, end of year		7,749,699		1,115,354

The accompanying notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars,expect for number of shares )

								Non-
			Number of	Share	Partnership		Contributed	controlling
			shares	Capital	Interest		Surplus	interest		Deficit		Total
	Notes
Balance at November 2, 2016			-	-	-		-	-		-		-

Contributions into Partnership			-	-	1,912,506		-	1,837,506		-		3,750,012

Non-controlling interest attributable to Flowr Okanagan	3		-	-	-		-	634,360		-		634,360

Net loss			-	-	(220,496	)	-	(214,878	)	-		(435,374	)

Balance at December 31, 2016			-	-	1,692,010		-	2,256,988		-		3,948,998

Net loss for 11 months ended November 30, 2017			-	-	(777,418	)	-	(757,732	)	-		(1,535,150	)

Contributions into Partnership as of November 30, 2017			-	-	1,912,495		-	1,837,505		-		3,750,000

Transfer of Partnership Interest to Flowr - the Reorganization	2.1	(c)	35,775,000	2,827,087	(2,827,087	)	-	-		-		-

Issuance of shares per 20% acquisition of Flowr Okanagan	3		10,000,000	1,239,624	-		-	(1,239,624	)	-		-

Equity financing Dec 2017, net of share issue costs of $134,791	16		14,185,000	14,050,209	-		-	-		-		14,050,209

Share-based compensation	13		-	-	-		601,536	-		-		601,536

Net loss for 1 month ended December 31, 2017			-	-	-		-	(138,919	)	(1,131,266	)	(1,270,185	)

Balance at December 31, 2017			59,960,000	18,116,920	-		601,536	1,958,218		(1,131,266	)	19,545,408

The accompanying notes are an integral part of the consolidated financial statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

1.	CORPORATE INFORMATION

The Flowr Corporation (“Flowr”), formerly FlowCo Services LP and FlowCo Investments LP (collectively “FlowCo”), is a private Canadian based, cannabis cultivation company incorporated under the Business Corporations Act (Ontario) on October 25, 2017. The address of Flowr’s registered office is 100 Allstate Parkway, Suite 201, Markham, Ontario, L3R 6H3. The principal activities of Flowr is the production of medical cannabis as regulated by Access to Cannabis for Medical Purposes Regulations (“ACMPR”), with a focus on the natural science of cannabis. In December 2017, through its subsidiary The Flowr Group (Okanagan) Inc. (“Flowr Okanagan”), formerly Cannatech Plant Systems Inc., Flowr received its license from Health Canada to operate as a licensed producer, under the provisions of ACMPR.

On December 1, 2017 FlowCo – legal entities under common control, completed a corporate reorganization (the “Reorganization”). Prior to the Reorganization, Flowr and a new subsidiary called The Flowr Canada Holdings ULC (“Flowr ULC”) were incorporated. As a result of the Reorganization all assets and liabilities held in FlowCo including its 80% ownership of Flowr Okanagan were rolled over into the ULC and a resulting non-controlling interest in the Flowr ULC was established. (Note 2.1(c)) .

As at December 31, 2017, Flowr’s consolidated financial statements includes Flowr and its subsidiary companies (collectively, the “Company”). Flowr’s principal subsidiaries include, a 57.6% ownership of Flowr ULC, which owns, 100% of Flowr Okanagan.

2.1

BASIS OF PREPARATION

(a)

Statement of compliance

The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were approved by the Board of Directors on July 18, 2018.

(b)

Basis of measurement

These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments (note 2.2) that are measured at fair value.

(c)

Corporate reorganization

On December 1, 2016, 80% of the outstanding shares of Cannatech Plant Systems Inc. were acquired by FlowCo (note 3). On December 1, 2017, FIowCo completed a Reorganization, where by the net assets of each FlowCo LP entity were rolled over into Flowr ULC in exchange for 35,775,000 common shares and 44,100,000 class A preferred shares of Flowr ULC. The holders of the 35,775,000 Flowr ULC common shares were immediately exchanged for 35,775,000 common shares in Flowr. The Flowr ULC class A preferred shares provide the shareholder with a right to exchange these shares for class B shares of Flowr at any point in time. As this right was not exercised as a part of the reorganization, a 49.1% non-controlling interest in Flowr ULC was established on the close of the Reorganization.

Concurrently, Flowr acquired the remaining 20% ownership of Cannatech Plant Systems Inc. in exchange for 10,000,000 common shares of Flowr. The 20% ownership interest was then acquired by Flowr ULC from Flowr in exchange for shares of Flowr ULC, resulting in Flowr ULC owning a 100% interest in Cannatech Plant Systems Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

2.1

BASIS OF PRESENTATION (CONTINUED)

The consolidated financial statements are prepared under the name of The Flowr Corporation based on the post-reorganization structure as of December 31, 2017. These financial statements are a continuation of the consolidated financial statements of FlowCo which had a comparable period end of December 31, 2016. As a result, the comparative figures for the period ended December 31, 2016 presented are those of FlowCo, adjusted to reflect the non-controlling interest position as of December 1, 2017, the closing date of the Re-organization.

(d)

Going concern

These consolidated financial statements have been prepared with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue in the normal course of operations is dependent on its ability to raise equity financing and on the ability of its subsidiary to successfully obtain their license to sell medical cannabis. There are no assurances that the Company will be successful in achieving these goals. These circumstances cast significant doubt on the Company’s ability to continue as going concern and ultimately on the appropriateness of the use of the accounting principles applicable to a going concern. These consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

(e)

Basis of consolidation

Subsidiaries are entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The Company uses the acquisition method of accounting to account for business combinations. The fair value of the acquisition of a subsidiary is based on the fair value of the assets acquired, the liabilities assumed, and the fair value of the consideration. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the acquisition date. The excess, if any, of the consideration over the fair value of the identifiable net assets acquired is recorded as goodwill.

For acquisitions that do not meet the definition of a business under IFRS, the Company follows International Accounting Standard (“IAS”) 16 and IAS 38 guidelines for asset acquisition, where the consideration paid is allocated to assets acquired based fair values on the acquisition date and transactions costs are capitalized and allocated to the assets acquired.

Subsidiaries are fully consolidated from the date on which control is acquired by the Company and they are deconsolidated from the date that control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company using consistent accounting policies. All inter-company balances, revenues and expenses and earnings and losses resulting from inter-company transactions are eliminated on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are a separate component of the Company’s equity. Non-controlling interests consist of the non-controlling interests on the date of the original acquisition plus the non-controlling interests’ share of changes in equity since the date of acquisition.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

2.1

BASIS OF PRESENTATION (CONTINUED)

(f)

Critical accounting estimates and judgments

The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities on the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

The significant areas of estimation and/or judgment considered by management in preparing the consolidated financial statements include, but are not limited to:

	•	property, plant and equipment (note 2.2(c));
	•	intangible assets (note 2.2(d));
	•	impairment of long lived assets (note 2.2(e));
	•	fair value of certain financial instruments (note 2.2(f));
	•	share based compensation (note 2.2(k));
	•	deferred income tax assets and liabilities (note 2.2(l)).

(g)

Presentation and functional currency

These consolidated financial statements are presented in Canadian dollars, which is also the functional currency of the Company.

2.2

SIGNIFICANT ACCOUNTING POLICIES

(a)

Cash and cash equivalents

Cash and cash equivalents comprise cash deposits and/or other highly rated and liquid securities with an original maturity of less than three months.

(b)

Foreign currency

Foreign currency transactions

Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at exchange rates on the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated at the exchange rates on the dates that their fair values are determined. Non-monetary assets and liabilities denominated in foreign currencies that are measured at historical cost are translated at the exchange rates on the dates of the transactions. Income and expense items are translated at the exchange rate on the dates of the transactions. Exchange gains and losses resulting from the translation of these amounts are included in net loss.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

2.2

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(c)

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment charges.

The initial cost of property, plant and equipment comprises its purchase price or construction cost, any costs directly attributable to bringing it to a working condition for its intended use. The purchase price or construction cost is the aggregate amount of cash consideration paid and the fair value of any other consideration given to acquire the asset. Where an item of property, plant and equipment is comprised of significant components with different useful lives, the components are accounted for as separate items of property, plant and equipment.

Depreciation

For all property, plant and equipment, depreciation is based on the estimated useful life of the asset on a straight-line basis starting from the date it is available for use.

The estimated useful lives for the current and comparative years are as follows:

Asset Category	Estimated useful life
	(Years)

Leasehold improvements	Term of TFGOK facility lease
Production equipment	5-10 years
Mechanical equipment	5-10 years
Electrical equipment	5-10 years
Office equipment and furniture	5 years
Computer and IT equipment	3-5 years

Construction-in-progress includes property, plant and equipment in the course of construction and is carried at cost less any recognized impairment charge. These assets are reclassified to the appropriate category of property, plant and equipment and depreciation of these assets commences when they are completed and ready for their intended use.

An item of property, plant and equipment, including any significant part initially recognized, is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in net loss when the asset is derecognized.

The residual values, useful lives and methods of depreciation of all assets are reviewed at each financial year end and are adjusted prospectively, if appropriate. Significant judgment is involved in the determination of estimated residual values and useful lives and no assurance can be given that actual residual values and useful lives will not differ significantly from current estimates.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

2.2

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(d)

Intangible assets

Intangible assets include costs related to obtaining Health Canada licenses. Intangible assets acquired separately are measured upon initial recognition at cost, which comprises the purchase price plus any costs directly attributable to the preparation of the asset for its intended use. Intangible assets acquired through business combinations or asset acquisitions are initially recognized at fair value as at the date of acquisition. Subsequent to initial recognition, intangible assets are carried at cost less accumulated amortization and any accumulated impairment charges.

All intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:

	Estimated useful life
Asset Category	(Years)

Health Canada license	Term of TFGOK facility lease
Software	3 years

Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the intangible assets require the use of estimates and assumptions and are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense attributable to an intangible asset is recognized in the consolidated statements of loss in the expense category consistent with the function of the intangible asset.

The gain or loss arising from the derecognition of an intangible asset is measured as the difference between the net disposal proceeds and the carrying amount of the asset and is recognized in net loss when the asset is derecognized.

(e)

Impairment of long- lived assets

Long-lived assets, including property, plant and equipment and intangible assets are reviewed for impairment at each statement of financial position date or whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. Events or changes in circumstances which may indicate impairment include: a significant change to the Company’s operations, significant decline in performance, or a change in market conditions which adversely affect the Company.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit, or "CGU"). The recoverable amount of an asset or a CGU is the higher of its fair value, less costs to sell, and its value in use. If the carrying amount of an asset exceeds its recoverable amount, an impairment charge is recognized immediately in profit or loss by the amount by which the carrying amount of the asset exceeds the recoverable amount. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of recoverable amount, and the carrying amount that would have been recorded had no impairment loss been recognized previously.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

2.2

S IGNIFICANT A CCOUNTING POLICIES (CONTINUED)

(f)

Financial assets and liabilities

Financial assets

Non-derivative financial assets within the scope of IAS 39, Financial Instruments: Recognition & Measurement, are classified as “financial assets at fair value through profit or loss”, “loans and receivables”, or “available-for-sale financial assets”, as appropriate. The Company determines the classification of its financial assets at initial recognition.

All financial assets are recognized initially at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Where the fair values of financial assets recorded on the consolidated statements of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if management intends to sell the financial assets in the short term. Financial assets at fair value through profit or loss are carried in the consolidated statements of financial position at fair value with changes in fair value recognized in other expense (income) in the consolidated statements of loss. The Company’s investment in Plant Properties Corp. (“Plant Properties”) warrants are classified as financial assets at fair value through profit or loss.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These include cash and cash equivalents, accounts receivables and loans receivable. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (“EIR”) method less any impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in interest income in the consolidated statements of loss. The losses arising from impairment, if any, are recognized as finance cost.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and that are not classified in any of the previous categories.

After initial measurement, available-for-sale investments are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss. When the investment is sold or impaired, the cumulative gain or loss is removed from accumulated other comprehensive income or loss and recognized in other income or expense in the consolidated statements of loss.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

2.2

S IGNIFICANT A CCOUNTING POLICIES (CONTINUED)

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company transfers substantially all the risks and rewards of ownership of the asset.

Impairment of financial assets

The Company assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred “loss event”) and the loss has an impact on the estimated cash flows of the financial asset or group of assets that can be reliably estimated.

For financial assets carried at amortized cost, the Company considers evidence of impairment at both a specific asset and collective level. Objective evidence could include the default or delinquency of a debtor or restructuring of an amount due to the Company on terms that the Company would not consider otherwise. All individually significant financial assets are assessed for specific impairment. Financial assets that are not individually significant are collectively assessed for impairment by grouping together financial assets with similar risk characteristics. If there is objective evidence that an impairment charge has been incurred, the amount of the charge is recognized in the consolidated statements of loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, excluding future credit losses that have not yet been incurred. If, in a subsequent period, the estimated impairment charge decreases because of an event, any reversal would be credited to net loss.

For available-for-sale investments, the Company assesses at each reporting date whether there is objective evidence that an investment or a group of investments is impaired. In the case of equity investments classified as available-for-sale, objective evidence would include a significant or prolonged decline in the fair value of the investment below its original cost. “Significant” is evaluated against the original cost of the investment and “prolonged” against the period in which the fair value has been below its original cost. Where there is evidence of impairment, the cumulative loss, which is measured as the difference between the acquisition cost and the current fair value, less any impairment charge on that investment previously recognized in net loss, is removed from accumulated other comprehensive income (loss) and recognized in other expense (income) in the consolidated statements of loss. Impairment charges on equity investments are not reversed through net loss; and increases in their fair value after impairment are recognized directly in other comprehensive income (loss).

The assessment for impairment in respect of available-for-sale investments requires judgment, where management evaluates, among other factors, the duration or extent to which the fair value of an investment is less than its cost; and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flows.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

2.2

S IGNIFICANT A CCOUNTING POLICIES (CONTINUED)

Financial liabilities

Financial liabilities within the scope of IAS 39 are classified as “financial liabilities at fair value through profit or loss”, or “other financial liabilities”. The Company’s financial liabilities include trade and other payables and loans and borrowings.

All financial liabilities are recognized initially at fair value and in the case of loans and borrowings, net of directly attributable transaction costs.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition at fair value through profit or loss. Financial liabilities are classified as held for trading if management intends to settle the financial liabilities in the short term. Financial liabilities at fair value through profit or loss are carried at fair value with changes in fair value recognized in other expense (income) in the consolidated statements of loss.

Other financial liabilities

After initial recognition, other financial liabilities are subsequently measured at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance cost in the consolidated statements of loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gains or losses reported in other expense (income) in the consolidated statements of loss.

(g)

Fair value of financial instruments

The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs.

For instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include using recent arm’s length transactions; reference to the current fair value of another instrument that is substantially the same; discounted cash flow analysis or other valuation models.

Changes in the underlying assumptions could materially impact the Company’s investments at fair value through profit or loss. Further details on measurement of the fair values of financial instruments are provided in note 6.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

2.2

S IGNIFICANT A CCOUNTING POLICIES (CONTINUED)

(h)

Provisions and contingencies

General

Provisions are recognized when: a) the Company has a present obligation (legal or constructive) as a result of a past event; and b) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made for the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax discount rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision as a result of the passage of time is recognized in finance cost in the consolidated statements of loss.

A contingent liability is not recognized in the case where no reliable estimate can be made; however, disclosure is required unless the possibility of an outflow of resources embodying economic benefits is remote. By its nature, a contingent liability will only be resolved when one or more future events occur or fail to occur. The assessment of a contingent liability inherently involves the exercise of significant judgment and estimates of the outcome of future events.

(i)

Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the agreement on the inception date.

Finance leases

Finance leases which transfer substantially all the risks and rewards incidental to ownership of the leased item to the Company as a lessee, are capitalized at the inception of the lease at the fair value of the leased asset, or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and the reduction of the lease liability. Finance charges are recognized in finance cost in the consolidated statements of loss.

Capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term, if there is no reasonable certainty that the Company will obtain ownership by the end of the term of the lease. As of December 31, 2017, the Company did not have any finance leases.

Operating leases

Leases that do not transfer substantially all the risks and rewards incidental to ownership to the Company as a lessee are classified as operating leases. Operating lease payments are recognized as an expense in the consolidated statements of loss on a straight-line basis over the lease term.

(j)

Research and development

Research costs are expensed as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development to use or sell the asset. Other development expenditures are recognized in profit or loss as incurred. To date, no development costs have been capitalized.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

2.2

S IGNIFICANT A CCOUNTING POLICIES (CONTINUED)

(k)

Share -based compensation

The Company measures equity settled share-based payments based on their fair value at the grant date and recognizes compensation expense over the vesting period based on the Company’s estimate of equity instruments that will eventually vest. Stock options are measured on the date of grant by reference to the fair value determined using a Black-Scholes valuation model, further details of which are given in note 13. The value is recognized as share-based compensation expense in the consolidated statements of loss and an increase to contributed surplus in the consolidated statements of changes in shareholders’ equity over the period in which the performance and/or service conditions are fulfilled.

For share-based payments granted to non-employees the compensation expense is measured at the fair value of the good and services received except where the fair value cannot be estimated in which case it is measured at the fair value of the equity instruments granted.

Consideration paid by employees or non-employees on the exercise of stock options is recorded as share capital and the related share-based compensation is transferred from contributed surplus to share capital.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

(l)

Income taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities on the taxable loss or income for the period. The tax rates and tax laws used to compute the amount are those enacted or substantively enacted by the end of the reporting period.

Current income tax assets and current income tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis or to realize the asset and settle the liability simultaneously.

Deferred income tax

Deferred income tax is provided using the balance sheet method on temporary differences on the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary differences. Deferred income tax assets are recognized for all deductible temporary differences, and the carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable income will be generated in future periods to utilize these deductible temporary differences.

The following temporary differences do not result in deferred income tax assets or liabilities:

	•	The initial recognition of assets or liabilities, not arising from a business combination, that does not affect accounting or taxable profit;
	•	Initial recognition of goodwill, if any; and
	•	Investments in subsidiaries, associates and jointly controlled entities where the timing of the reversal of temporary differences can be controlled and reversal in the foreseeable future is not probable.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

2.2

S IGNIFICANT A CCOUNTING POLICIES (CONTINUED)

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable income will be generated to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that future taxable income will be generated to allow the deferred income tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to be in effect in the period when the asset is expected to be realized or the liability is expected to be settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax assets and liabilities are offset if a legally enforceable right exists to offset current income tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Judgment is required in determining whether deferred income tax assets and liabilities are recognized on the consolidated statements of financial position. Deferred income tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate future taxable income in order to utilize the deferred income tax assets. Estimates of future taxable income are based on forecasted cash flows from operations or other activities. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred income tax assets recorded on the reporting date could be impacted.

(m)

Earnings per share

Basic earnings per share is computed by dividing the net earnings available to common shareholders by the weighted average number of shares outstanding during the reporting period.

Diluted earnings per share reflects the potential dilution that could occur if additional common shares are assumed to be issued under securities that entitle their holders to obtain common shares in the future. The number of additional shares for inclusion in diluted earnings per share is determined using the treasury stock method, whereby stock options and warrants, whose exercise price is less than the average market price of the Company’s common shares, are assumed to be exercised at the beginning of the period with proceeds based on the average market price for the period. The incremental number of common shares issued under stock options is included in the calculation of diluted earnings per share.

2.3

N EW STANDARDS NOT YET ADOPTED

The following new standards are not yet effective for the year ending December 31, 2017 and have not been applied when preparing these consolidated financial statements.

The Company is planning to adopt IFRS 9, Financial Instruments, and IFRS 15, Revenue from Contracts with Customers, effective January 1, 2018.

The Company’s assessment of the impact of these new standards is set out below.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

2.3

N EW STANDARDS NOT YET ADOPTED (CONTINUED)

IFRS 9, Financial Instruments

IFRS 9, published in July 2014, replaces IAS 39. IFRS 9 introduces new requirements for the classification, measurement and impairment of financial assets and hedge accounting. It establishes two primary measurement categories for financial assets: (i) amortized cost and (ii) fair value; establishes criteria for classification of financial assets within the measurement category based on business model and cash flow characteristics; and eliminates existing held for trading, held to maturity, available for sale, loans and receivable and other financial liabilities categories. IFRS 9 also introduces a new model for the impairment of financial assets and requires an economic relationship between the hedged item and hedging instrument.

While the Company has not finalized its detailed assessment of the classification and measurement of financial assets, equity investments currently classified as available-for-sale financial assets are expected to satisfy the conditions for classification as an asset that is fair valued through other comprehensive income or loss. Gains and losses in respect of these investments are recognized in other comprehensive income or loss, are not transferred to the consolidated statements of loss upon disposition and are not subject to impairment assessments. Equity instruments currently measured at fair value with any resulting gains or losses recognized through profit or loss would likely continue to be measured on the same basis under IFRS 9. Accordingly, the Company does not expect the new standard to have a significant impact on the classification and measurement of its financial assets.

IFRS 15, Revenue from Contracts with Customers

IFRS 15, issued in May 2014, establishes the principles that an entity shall apply to report the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. IFRS 15 will also result in enhanced revenue disclosures, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. IFRS 15 is based on the general principle that revenue is recognized when control of a good or service transfers to a customer rather than when the significant risks and rewards of ownership are transferred as is the case under IAS 18.

The Company has not generated any revenues to date and is not currently impacted by the new standard.

IFRS 16, Leases

IFRS 16, issued in January 2017, replaces IAS 17, Leases. IFRS 16 results in most leases being reported on the balance sheet for lessees, eliminating the distinction between a finance lease and an operating lease. The standard is expected to impact the accounting for the Company’s operating leases, which are currently reflected in the consolidated statements of loss and in the Company’s disclosure in respect of future commitments. Under IFRS 16, all operating leases, except for short term and low value leases, are expected to be accounted for as finance leases. As a result, the leased assets and the associated obligations are recognized in the consolidated statements of financial position. The leased assets will be depreciated over the shorter of the estimated useful life of the asset and the lease term. The lease payments are apportioned between finance charges and a reduction of the lease liability. The current operating lease expense will be replaced with a depreciation charge on the leased assets and a finance charge on the lease liability, which are in aggregate expected to result in a higher total periodic expense in the earlier periods of the lease.

IFRS 16 is effective for annual periods beginning on or after January 1, 2019. Early adoption is permitted for companies that also adopt IFRS 15. The Company is currently assessing whether to adopt IFRS 16 before its mandatory date.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

3.	SIGNIFICANT TRANSACTIONS

On December 1, 2016, the Company acquired an 80% ownership in Cannatech Plant Systems Inc., now called The Flowr Group (Okanagan) Inc. (“Flowr Okanagan”). Under IFRS, this acquisition did not meet the definition of a business, and therefore was accounted for as an asset acquisition.

The following table summarizes the consideration paid on acquisition of Flowr Okanagan, the fair value of assets acquired, liabilities assumed and the non-controlling interest at the date of acquisition.

Asset acquisition costs
Cash and cash equivalents	2,400,000
Add: transaction costs	136,804
Total asset acquisition costs	2,536,804
Recognized amounts of identifiable net assets acquired:
Cash and cash equivalents	2,486
Prepaid expenses	10,540
Intangible assets	23,574
Accounts payable and accrued liabilities	(17,185	)
Total identifiable net assets	19,415
Intangible asset - Health Canada license application	3,151,590
Non-controlling interest	(634,201	)
Total net assets acquired	2,536,804

The fair value of the non-controlling interest in Flowr Okanagan, was estimated based on the amount of total cash paid and acquisition costs incurred for the acquisition of an 80% equity interest in Flowr Okanagan.

On December 1, 2017, through the Reorganization (Note 2.1(c)) , the Company acquired the remaining 20% ownership in Flowr Okanagan in exchange for 10,000,000 common shares of Flowr. As this does not result in a change of control, the acquired assets and liabilities remain at their carrying values. The fair value of consideration paid was comparable to the carrying value of the assets acquired.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

4.	AMOUNTS RECEIVABLE

	December 31,	December 31,
	2017	2016
Amounts receivable	41,386	-
GST HST recoverable	268,991	16,808
Subscription receivable (note 16)	487,168	-
	797,545	16,808

5.	PREPAIDS AND OTHER CURRENT ASSETS

6.	FINANCIAL INSTRUMENTS

Set out below is a comparison, by category, of the carrying amounts of the Company’s financial instruments that are recognized in the consolidated statements of financial position:

The carrying values of all the financial assets and liabilities approximate their fair values as at December 31, 2017 and 2016.

		Carrying Amount
	Financial instrument	December	December
	classification	31, 2017	31, 2016

Financial assets
Cash	Loans and receivables	7,749,699	1,115,354
Amounts receivable (note 4)	Loans and receivables	797,545	16,808
Loan receivable	Loans and receivables	25,000	-
Plant Properties warrants (a)	Held for trading	335,571	-

Financial liabilities
Accounts payable and accrued liabilities (note 10)	Other financial liabilities	1,928,898	36,787
Due to related parties	Other financial liabilities	27,562	371,975

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

6 .

FINANCIAL INSTRUMENTS (CONTINUED)

(a)

Plant Properties warrants

As at December 31, 2017, the Company held 1,500,000 warrants in Plant Properties. Each warrant is exercisable into one common share of Plant Properties any time prior to June 13, 2019, at an exercise price of $0.50 per common share. Plant properties has two directors in common with Flowr.

As Plant Properties is unlisted, the fair value of the warrants was estimated using the Black-Scholes pricing model. The expected volatility is estimated based on volatilities of comparable publicly traded companies. The inputs used in the measurement of the fair value at the time the warrants were granted and subsequently re-measured were as follows:

		December 31,
		2017
Plant Properties warrants
Risk free interest rate		0.91% - 1.66%
Expected exercise period in years		1.45 -2
Expected volatility		97%
Dividends per share		-

The fair value of the Plant Properties warrants was included in investments at fair value in the consolidated statements of financial position.

For the year ended December 31, 2017, the Company recognized an unrealized gain on the Plant Properties warrants of $207,194 in other expense (income) (note 14) in the consolidated statements of loss.

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

	•	Level 1: based on quoted (unadjusted) prices in active markets for identical assets or liabilities;
	•	Level 2: based on inputs which have a significant effect on fair value that are observable, either directly or indirectly from market data; and
	•	Level 3: based on inputs which have a significant effect on fair value that are not observable from market data.

The Plant Properties warrants have been classified as Level 3 in the fair value hierarchy as at December 31, 2017.

During the years ended December 31, 2017 and 2016, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

6.	FINANCIAL INSTRUMENTS (CONTINUED)

The following table reconciles level 3 fair value measurements from November 2, 2016 to December 31, 2017:

	December 31,	December 31,
	2017	2016
Balance at beginning of year	-	-
Grant date fair value included in net loss (note 14)	128,377
Unrealized gains included in net loss (note 14)	207,194	-
Balance at end of year	335,571	-

7.	PROPERTY, PLANT AND EQUIPMENT

	Balance as at		Balance as at
	January 1,		December 31,
	2017	Additions	2017

Cost:
Land	-	1,380,500	1,380,500
Leasehold improvements	-	2,577,059	2,577,059
Construction-in-progress	-	998,657	998,657
Production equipment	-	271,072	271,072
Mechanical equipment	-	2,909,727	2,909,727
Electrical equipment	-	1,067,794	1,067,794
Office equipment and furniture	-	25,173	25,173
Computer and IT equipment	-	49,255	49,255
Balance as at December 31, 2017	-	9,279,237	9,279,237

Accumulated depreciation
Leasehold improvements	-	-	-
Production equipment	-	-	-
Mechanical equipment	-	-	-
Electrical equipment	-	-	-
Office equipment and furniture	-	-	-
Computer and IT equipment	-	-	-
Balance as at December 31, 2017	-	-	-

Net book value December 31, 2017	-	-	9,279,237

As the majority of property plant, and equipment additions were acquired in December or became available for use in 2018, no depreciation was recognized during the year ended December 31, 2017.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

8.	INTANGIBLE ASSETS

	Balance as at		Balance as at
	January 1,		December 31,
	2017	Additions	2017

Cost:
Software	-	15,507	15,507
License	3,175,164	800	3,175,964
Balance as at December 31, 2017	3,175,164	16,307	3,191,471

Accumulated depreciation:
Software	-	-	-
License	-	78,668	78,668
Balance as at December 31, 2017	-	78,668	78,668

Net book value December 31, 2017	3,175,164		3,112,803

	Balance as at		Balance as at
	January 1,		December 31,
	2016	Additions	2017

Cost:
License (note 3)	-	3,175,164	3,175,164
Balance as at December 31, 2016	-	3,175,164	3,175,164

Accumulated depreciation:
License	-	-	-
Balance as at December 31, 2016	-	-	-

Net book value December 31, 2016	-	-	3,175,164

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

9.	OTHER LONG- TERM ASSETS

Other long-term assets consist of a $50,000 advance payment made to Inplanta Biotechnology (“Inplanta”), to acquire shares.

10.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31,	December 31,
	2017	2016
Accounts payable	1,638,256	30,717
Accrued liabilities	290,642	6,070
	1,928,898	36,787

11.

RELATED PARTY TRANSACTIONS

Included in prepaid expenses and other assets is $95,891 (2016- $39,894) in amounts due from a corporation, whose principal is also a shareholder, director and officer of the Company in relation to reimbursable expenses.

Included in loan receivable is an interest-bearing loan receivable for $25,000 issued to a shareholder and employee of Company. The loan bears interest at a rate of 1% per annum.

Included in other current liabilities is a shareholder $25,000 advance payable to a Director and Officer of the Company.

Amounts due to related parties of $27,562 (2016 - $371,975) pertain to reimbursable expenditures incurred by two corporations, which has Directors and Officers in common with Company.

Included in property, plant and equipment are fees paid to a construction company, whose principal is also a shareholder of Flowr in the amount of $5,927,526 (2016 – $nil), for services related to the construct of the ACMPR facility in Flowr Okanagan.

Refer to Note 6(a).

Refer to Note 19.

Included in general and administrative expense are amounts paid to shareholders or to companies whose principals are either a shareholder, director or officer of Flowr as follows:

	2017	2016

Consulting and administration fees	50,890	-
Fees paid to contractors	-	138,690
Rental fees	19,250	19,250
	70,140	157,940

All the above transactions are in the normal course of operations and are measured at the exchange amounts, being the amounts agreed to by the parties

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

12.

KEY MANAGEMENT REMUNERATION

The Company’s related parties include its key management. Key management includes directors, the Chief Executive Officer (“CEO”) and the Executive Officers reporting directly to the CEO.

The remuneration of the key management of the Company recognized in the consolidated statements of loss for the year ended December 31, 2017 and two months ended December 31, 2016 was as follows:

	2017	2016
Salaries and short-term benefits	439,366	14,486
Share-based compensation	574,977	-
Total remuneration	1,014,343	14,486

13.

SHARE -BASED COMPENSATION

Stock options

During the year ended December 31, 2017, the Company granted 10,125,000 stock options with an exercise price of $0.000001 and fair value of $2,835,000. The estimated value of the options granted will be recognized as an expense in the consolidated statements of loss and an addition to contributed surplus in the consolidated statements of changes in shareholders’ equity over the vesting period. The Company recorded stock option expenses of $601,536 for the year ended December 31, 2017. Refer to Note 22(c).

As at December 31, 2017, there was $2,109,195 of share-based compensation cost remaining to be charged to net earnings in future periods relating to stock option grants. The fair value of options granted was estimated using the Black-Scholes option pricing model. The expected volatility is estimated based on the volatility of comparable publicly traded companies. The inputs used in the measurement of the fair values at the time the options were granted were as follows:

		2017
Five year risk free interest rate		1.65%
Expected life in years		5.00
Expected volatility		75.0%
Dividends per share		-

The following is a stock option continuity for the years indicated:

		Weighted
		average
	Number of	exercise price
	options	per share $
Balance as at December 31, 2016	-	-
Options granted	10,125,000	0.000001
Options forfeited	-	-
Options expired	-	-
Balance as at December 31, 2017	10,125,000	0.000001

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

13.

SHARE -BASED COMPENSATION (CONTINUED)

The following lists the options outstanding and exercisable as at December 31, 2017:

Options outstanding			Options exercisable

			Weighted
Range of		Weighted	average		Weighted
exercise	Number of	average	exercise	Number of	average
prices per	options	remaining	price	options	exercise price
share	outstanding	years	per share	exercisable	per share

$ 0.000001	10,125,000	4.92	$0.000001	1,187,500	0.000001

14.

OTHER (INCOME) EXPENSE

	2017		2016
Grant of Plant Properties warrants	(128,377	)	-
Unrealized gain on Plant Properties warrants	(207,194	)	-
Interest expense, net	662		23
Other income	(7,875	)	-
	(342,784	)	23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

15.

INCOME TAXES

The major items causing the Company’s effective income tax rate of nil to differ from the combined federal and provincial CCPC¹ rate of 13.81% (2016 -14%) were as follows:

Losses before income taxes	(2,805,335	)	(435,374	)

Combined Canadian federal and provincial statutory income tax rates CCPC¹	13.81%		14.00%
Expected income tax recovery	(387,000	)	(61,000	)
Non-deductible share based compensation expense	83,000		-
Losses allocated to former Partnership members	210,000		59,000
Share issue costs deductible	(4,000	)	-
Expenses not deductible for tax purposes	4,000		2,000
Change in tax rates	(2,000	)	-
Change in tax benefit not recognized	96,000		-
Income tax expense	-		-

¹Canadian controlled private corporation

Deferred income tax (assets) and liabilities have been recognized in respect of the following (deductible) taxable temporary differences:

	2017		2016

Investments at fair value	44,000		-
Non-capital loss carry-forwards	(44,000	)	-
Net deferred income tax liabilities	-		-

Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intention to offset.

Deferred income tax assets have not been recognized in respect of the following deductible temporary differences:

	2017	2016

Non-capital loss carry-forwards	1,054,000	296,000
Share issue costs	108,000	-
Other temporary differences	12,000	(1,000	)
Total deferred income tax assets	1,174,000	295,000

Non-capital losses will expire from 2032 through 2037.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

16.

SHARE CAPITAL

The authorized capital of the Company consists of an unlimited number of common shares, an unlimited number of class A preferred shares and an unlimited number of class B preferred shares, collectively reflected as share capital in the consolidated financial statements. The preferred shares do not have preference for dividend payments, as they were structured solely for liquidation rights over holders of common shares. As of December 31, 2018, 45,775,000 common shares and 14,185,000 class A preferred shares are issued and outstanding.

(a)	In December 2017, the Company completed a private placement where 14,185,000 class A preferred shares were issued at a price of $1.00 per share, for total proceeds of $14,185,000 of which $487,168 is included in amounts receivable and $50,200 was oversubscribed and included in accounts payable as of December 31, 2017. Total share issuance costs were $134,791. In January 2018, the remaining tranche of 815,000 class A preferred shares were issued at a price of $1.00 per share for gross proceeds of $815,000. Total gross proceeds received from both tranches amounted to $15,000,000.

(b)	Refer to note 2.1(c).

17.

LOSS PER SHARE

	2017		2016	⁽¹⁾
Net loss attributable to common shareholders	(1,908,684	)	(220,496	)
Basic and diluted weighted average number of shares outstanding	37,673,616		35,775,000
Basic and diluted loss per share	(0.05	)	(0.01	)

(1) The 2016 basic weighted average shares is a reflection of the shares issued from the Reorganization in exchange for the Partnership interest.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

18 .

SUPPLEMENTARY CASH FLOW INFORMATION

(a) Items not affecting cash and other adjustments:

	2017		2016
Depreciation and amortization	78,668		-
Share based compensation expense	601,536		-
Net gains on Plant Properties warrants	(335,571	)	-
Other, net	663		182
Items not affecting cash and other adjustments	345,296		182

(b) Changes in non-cash working capital:

	2017		2016
Increase in amounts receivable	(293,569	)	(16,808	)
Increase in other current assets	(101,579	)	(39,894	)
Increase in accounts payable and accrued liabilities	603,269		19,602

(Decrease) Increase in amounts due to related parties	(344,412	)	371,975

Changes in non- cash working capital	(136,291	)	334,875

19.

COMMITMENTS

Contractual obligations

The Company had the following minimum future contractual obligations as at December 31, 2017:

		up to 1 year			1 - 5 years			over 5 years			Total
Operating lease obligations (i)		420,469			1,680,849			6,154,511			8,255,828

(i) Included in operating leases, is the Flowr Okanagan facility operating lease of which $161,047 is included in production cost in 2017 and $12,356 in general and administrative expense in 2016. The lease is payable to 0954717 B.C. LTD. whose principal owners are also shareholders of Flowr. The total commitment for this lease is $7,837,381, of which $273,258 is due within one year.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

20.

FINANCIAL RISK MANAGEMENT

The Company’s principal financial liabilities comprise accounts payable and accrued liabilities. The main purpose of these financial instruments is to assist with the management of the Company’s short term and long-term cash flow requirements. The Company has various financial assets, such as cash and cash equivalents and accounts receivable, which arise directly from its operations.

The main risks that could adversely affect the Company’s financial assets, liabilities or future cash flows are market risk, liquidity risk and credit risk. Management reviews each of these risks and establishes policies for managing them as summarized below.

Market risk

Market risk is the risk that the future cash flows or the fair value of a financial instrument will fluctuate because of changes in market conditions. The Company operates in an industry regulated by ACMPR. Changes in legislation could have significant impact on the Company’s operations.

Credit risk

The exposure to credit risk arises through the potential failure of a customer or another third party to meet its contractual obligations to the Company. As at December 31, 2017 the Company had a loan receivable of $25,000 and amounts receivable of $797,545 (2016 - $16,608). The Company is not significantly exposed to credit risk as these receivables comprise 3.8% (2016 – 0.3%) of the Company’s total assets.

Liquidity risk

The Company relies on the cash flows generated from its operations and its ability to raise debt and equity from the capital markets to fund its operating, investment and liquidity needs. To reduce these risks, the Company: (i) prepares regular cash flow forecasts to monitor its capital requirements and available liquidity (ii) strives to maintain a prudent capital structure that is comprised primarily of equity financing; and (iii) targets a minimum level of liquidity comprised of surplus cash balances to avoid having to raise additional capital at times when the costs or terms would be regarded as unfavourable.

Capital management

The Company considers its capital to be its equity. The Company’s objective for capital management is to: (i) maintain sufficient levels of liquidity to fund and support its capital projects and operating activities; (ii) maintain a strong financial position to ensure it has ready access to debt and equity markets to supplement free cash flow being invested in its growth projects. The Company monitors its financial position and the potential impact of adverse market conditions on an ongoing basis. The Company manages its capital structure and makes adjustments to it based on prevailing market conditions and according to its business plan. The Company's long-term funding strategy is to maintain a capital structure comprised primarily of equity sourced from equity offerings and net earnings generated from its operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

21.

OPERATING SEGMENT INFORMATION

Operating segments are components of an entity whose operating results are regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance and for which separate financial information is available.

The Company primarily operates in one reportable operating segment, being a licensed producer operating in Canada. As the operations comprise a single reporting segment, amounts disclosed in the consolidated financial statements also represent segment amounts.

22.

SUBSEQUENT EVENTS

(a) Letter of Intent with The Needle Capital Corp.

On February 12, 2018, Flowr entered into a letter of intent (“LOI”) with The Needle Capital Corp. (“Needle”), whereby Needle and Flowr will complete an amalgamation, share exchange or similar transaction to ultimately form a Resulting Issuer who will continue on the business of Flowr. The LOI contemplates Needle and Flowr completing an arm’s business combination transaction pursuant to which Needle shares or Resulting Issuer share will be issued to holders of shares of Flowr at an exchange ratio of one post consolidation Needle share for one Flowr share. The exchange ratio may change in order to give effect to a deemed value of $0.15 per pre-consolidation Needle share. On completion of the Transaction, the securityholders of Flowr would own a majority of the issued and outstanding shares of the Resulting Issuer. The common shares of the Resulting Issuer will be listed for trading on the Toronto Stock Exchange Venture.

(b) Hawthorne

On January 25, 2018 Flowr entered into an agreement with Hawthorne Gardening Company (“Hawthorne”) to construct and operate a purpose-built research and development facility in North America dedicated exclusively to innovations in the cannabis industry.

(c) Stock option plan

In May 2018, the Company has established an incentive stock option plan for the directors, selected employees and consultants. Pursuant to the plan, the exercise price of the option cannot be less than the closing price of Flowr’s common shares on the trading date preceding the day the option is granted. The aggregate number of shares that can be issued from treasury under this plan is 12,155,000. Options granted vest as specified in the relevant option agreements.

In May 2018, 2,671,875 stock options were exercised at price of $0.000001 per common share for proceeds of $2.67.

On June 1, 2018 Flowr granted 875,000 stock options at an exercise price of $2.60 expiring on May 31, 2023.

(d) Refer to Note 16(a).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2017 and period from formation on November 2 to December 31, 2016

(in Canadian dollars, unless otherwise indicated)

22.

SUBSEQUENT EVENTS (CONTINUED)

(e) Private Placement

In the second and third quarters of 2018, the Company closed a private placement issuing common shares through a series of five tranches as follows:

	Closing	Shares	Gross
Tranche	date	issued	proceeds $
1	11-Apr-18	3,310,330	8,606,858
2	23-Apr-18	970,232	2,522,603
3	28-May-18	84,382	219,393
4	11-Jul-18	896,151	2,329,993
5	18-Jul-18	48,266	125,492
TOTAL		5,309,361	13,804,339

SCHEDULE “F” MANAGEMENT’S DISCUSSION AND ANALYSIS OF FLOWR FOR THE YEAR
ENDED DECEMBER 31, 2017

(SEE ATTACHED)

The Flowr Corporation

Management’s Discussion and Analysis

For the 12 month and 60-day periods ended December 31, 2017 and 2016


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Full Year Ended December 31, 2017

Management’s Discussion and Analysis

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of The Flowr Corporation, (“Flowr” or the “Company”) provides a discussion and analysis of the financial condition and results of operations to enable a reader to assess material changes in the financial condition of the Company between December 31, 2016 and December 31, 2017, and results of operations for the twelve months ended December 31, 2017, ( "FY 2017") and the 60 days ended December 31, 2016, ("FY 2016"). The MD&A should be read in conjunction with the audited consolidated financial statements for the fiscal years ended December 31, 2017, and 2016 and notes thereto (the “Financial Statements”). In this MD&A, references to “Company” or “Flowr” are references to The Flowr Corporation and its subsidiaries, as applicable.

This MD&A is dated as of July24 , 2018.

The financial statements (and the financial information contained in this MD&A) were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Financial Statements and this MD&A have been reviewed and approved by the Company’s Board of Directors (the “Board of Directors”). The Financial Statements were prepared in accordance with and include the accounts of the Company and its subsidiaries, The Flowr Canada Holdings ULC and The Flowr Group (Okanagan) Inc.

All amounts in this discussion are expressed in Canadian dollars (“CAD”) except per share dataand unless otherwise indicated. All amounts in tables are expressed in thousands of CAD, unless otherwise indicated.

This MD&A contains forward-looking information within the meaning of Canadian securities legislation (see “Forward-looking Information”below for a full discussion on the nature of forward -looking information). Information regarding the adequacy of cash resources to carry out the Company's operations or the need for future financing is forward-looking information. All forward-looking information, including information not specifically identified herein, is made subject to cautionary language at the end of this document. Readers are advised to refer to the cautionary language included at the end of this MD&A under the heading "Forward-looking Information" when reading any forward-looking information. This MD&A is prepared in accordance with Form 51-102F1 and has been approved by the Company’s board of directors (the “Board of Directors” or the “Board”) prior to its release.

Company Overview

Flowr was incorporated under the Business Corporations Act (Ontario) on October 25, 2017. The head office and registered office of Flowr is located at 100 Allstate Parkway, Suite 201, Markham, Ontario, L3R 6H3.

Prior to December 1, 2017, the business of Flowr was originally undertaken solely by Cannatech Plant Systems Inc., a British Columbia corporation (“Cannatech”) and then, following a transaction that closed on December 1, 2016. together with Flowco Services LP and Flowco Investments LP. On December 1, 2017, a reorganization was completed (the “Reorganization”).The Reorganization resulted in: the limited partners of Flowco Services LP and Flowco Investments LP becoming shareholders of Flowr and Flowr having one direct subsidiary, The Flowr Canada Holdings ULC, a British Columbia corporation (“Flowr ULC”), and one indirect subsidiary, The Flowr Group (Okanagan) Inc., formerly Cannatech (“Flowr Okanagan”).


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Full Year Ended December 31, 2017

Flowr owns 100% of the issued and outstanding Flowr ULC Common Shares and two US shareholders own 100% of the issued and outstanding Flowr ULC Class A Shares. Pursuant to the Articles of Flowr ULC dated November 28, 2017, the Flowr ULC Class A Shares are exchangeable for Flowr Class B Shares at the sole option and discretion of the holders on a one-for-one basis.

Flowr’s interest in Flowr Okanagan is held through Flowr ULC, which owns 100% of the issued and outstanding shares in Flowr Okanagan.

Flowr Okanagan is a holder of a producer’s licence to cultivate issued under section 35 (“Licenced Producer”) of the Access to Cannabis for Medical Purposes Regulations (“ACMPR”) and operates an 85,000 square foot production facility in Kelowna, British Columbia (“Facility”). Over time, Flowr will build out additional facilities and sites adjacent to the Facility (the “Kelowna Campus”) and Flowr has begun such acquiring properties and rights, as described below. Flowr is focused on producing high-yield, high-quality cannabis for patients and consumers throughout Canada. Flowr also prioritizes research and development; its highly skilled scientific staff use modern genetic techniques, molecular biology and plant physiology, to breed specific cannabis varieties to identify unique characteristics and ultimately work to improve Flowr’s final products. On May 30, 2018, Flowr Okanagan submitted an amendment application to Health Canada to remove the restrictions on its ACMPR Licence and obtain its sales licence.

On February 12, 2018, Flowr entered into a letter of intent (“LOI”) with The Needle Capital Corp. (“Needle”), a capital pool company listed on the TSX Venture Exchange, incorporated under the Alberta Business Corporations Act. Pursuant to the LOI, it is anticipated that Needle, through a wholly-owned subsidiary, and Flowr will complete a qualifying transaction through an amalgamation to ultimately form a resulting issuer that will continue on the business of Flowr (the “Resulting Issuer”). The LOI contemplates Needle and Flowr completing a qualify transaction pursuant to which Needle shares or Resulting Issuer shares will be issued to holders of shares of Flowr at an exchange ratio of one post consolidation Needle share for one Flowr share (the “Transaction”). The exchange ratio may change in order to give effect to a deemed value of $0.15 per pre-consolidation Needle share. On completion of the Transaction, the common shares of the Resulting Issuer will be listed for trading on the TSX Venture Exchange and the current securityholders of Flowr would own a majority of the issued and outstanding shares of the Resulting Issuer.

Overall Performance

Highlights of FY 2017 and as of the Date of this Report

During FY 2017 and to the date of this MD&A, the following highlights the Company’s significant events:

•

Financing Activities – The Company completed the following non-brokered private placements:

On January 9, 2018, Flowr completed a non-brokered private placement of 15,000,000 Flowr Class A Shares at a price of $1.00 per share, for aggregate gross proceeds of $15,000,000;

On July 18, 2018, Flowr completed a Non-Brokered Private Placement of 5,309,361 Flowr Common Shares at a price of $2.60 per share, for aggregate gross proceeds of $13,804,339.

(each a “Non -Brokered Private Placement” and together the “Non-Brokered Private Placements”).

•

Corporate Matters – The Company made the following changes during the fiscal year and to date of this MD&A:

On May 16, 2017, Mr. Lyle Oberg was appointed interim Chief Executive Officer and on September 1, 2017, appointed Chief Medical and Policy Officer.


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Full Year Ended December 31, 2017

	o	On September 1, 2017, Mr. Anthony Giorgi joined the Company's management team as Chief Executive Officer and on December 1, 2017, as a director of Flowr. Mr. Giorgi left his positions as CEO and director on June 21, 2018.

	o	On October 10, 2017, Mr. David Ralston was appointed Chief Operating Officer.

	o	On November 1, 2017, Mr. Alexander Dann was appointed Chief Financial Officer.

	o	On January 8, 2018, Flowr Okanagan filed a notice of alteration to change its name from Cannatech Plant Systems Inc.

	o	On February 12, 2018, Flowr ULC filed a notice of alteration to change its name from The Flowr Cannabis ULC.

	o	On June 29, 2018, Thomas Flow, President and Founder of the Company assumed the position of Chief Executive Officer following Mr. Giorgi’s departure from Flowr.

•

Operating Activities – In keeping with the Company’s objective of advancing and optimizing the Facility, the following progress at the Company's operations has been made:

	o	On December 1, 2017, Flowr Okanagan was granted its ACMPR Licence.

	o	On January 25, 2018 Flowr entered into an agreement with Hawthorne Gardening Company (“ Hawthorne”) to construct and operate a purpose-built research and development facility in North America dedicated exclusively to innovations in the cannabis industry.

	o	In Q1 of 2018, Flowr applied for two patents:

	•	US Patent Application No. 15/912,377 – Apparatus for Transporting Hanging Crops; and

	•	US Patent Application No. 15/912,356 – Apparatus for Sorting of Crop Components

	o	On April 23, 2018, Flowr began the harvest of its first crop of medical cannabis in the Facility. That harvest, as well as several others, have now been completed; the flowers have been trimmed and dried, and samples have been sent to Health Canada.

	o	On May 30, 2018, Flowr Okanagan submitted an amendment application to Health Canada to remove the restrictions on its ACMPR Licence. An inspection of the Facility was conducted between July 11^ththrough the 13^thof 2018. Once Flowr Okanagan successfully responds to any comments generated by Health Canada’s pre-sale licence inspection, the amendment application will be approved and Flowr Okanagan will receive its sales licence. Flowr Okanagan expects to receive its sales licence in August of 2018.

	o	On June 1, 2018, the interior of the Facility continues to be under construction which is being completed in stages. Flowr is operating approximately 16,000 square feet of the finished structure of the Facility while construction of the remaining portion of the interior is completed. In anticipation of the phased construction of the Kelowna Campus, Flowr has purchased, or has entered into agreements to purchase, several parcels of land near or adjacent to the Facility, as follows:


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Full Year Ended December 31, 2017

	•	On June 29, 2017, Flowr purchased 0.53 acres of land located directly south and adjacent to the Facility (the “ June 29 Parcel”);

	•	On February 28, 2018, Flowr purchased 1.942 acres of land located directly to the north and adjacent to the Facility (the “February 28 Parcel”);

	•	On March 2, 2018, Flowr purchased 0.53 acres of land located directly south and adjacent to the June 29 Parcel;

	•	On January 29, 2018, Flowr entered into a purchase and sale agreement to purchase two (2) acres of land located directly north and adjacent to the February 28 Parcel. The purchase of this parcel of land has been deferred until September 2018; and

	•	On June 7, 2018, Flowr entered into a purchase and sale agreement to purchase 17.6 acres of land located to the east of the Facility. This agreement is subject to the receipt by Flowr of all necessary government approvals to build a facility on the land. In addition, the agreement provides Flowr with a right of first refusal to purchase two additional parcels of land located adjacent to the 17.6 acres of land to be purchased. Specifically, the right of first refusal provides Flowr with the option to purchase one 10-acre parcel of land and another 9.4-acre parcel of land.

Outlook

Management believes that its purpose-built Facility provides it with a significant competitive advantage over other Licenced Producers. The key staff at Flowr have decades of combined experience both in (1) designing and building cannabis cultivation facilities as well as (2) performing the actual cultivation of cannabis plants. To realize its objectives, the Company's strategy includes the following activities:

	•	Differentiate itself from other Licensed Producers by providing high quality cannabis products;

	•	Pursue and maintain the following certifications; Good Manufacturing Practices, ISO 9001 - Quality Management System, ISO 14001 – Environmental Management System and Occupational Health and Safety Assessment Series 18001.

	•	Enforce quality assurance protocols that will be among the most rigorous in the industry.

Annual Summary

The annual summary is set out in the following table. The amounts are derived from the consolidated financial statements prepared under IFRS.

In thousands of CAD dollars, except per share amounts	2017		2016
Revenue	-		-
Other income	343		-
Net loss – continuing operations	(2,805	)	(435	)
Loss per share (basic)	(0.05	)	(0.01	)
Loss per share (diluted)	(0.05	)	(0.01	)
Total assets	21,502		4,358
Total liabilities	1,956		409
Cash flows from financing activities, net of direct costs	17,363		3,750


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Full Year Ended December 31, 2017

Results of Operations

Other income is mostly comprised of income due to a grant of 1,500,000 warrants issued by Plant Properties Corp. (“Plant Properties”) in 2017 and the movement in fair value of the warrants held by the Company as at December 31, 2017. Each warrant is exercisable into one common share any time prior to June 13, 2019 at an exercise price of $0.50 per common share. As Plant Properties is unlisted, the fair value of the warrants was estimated using the Black-Scholes pricing model.

Net loss in FY 2017 was $2,369,961 higher than the net loss in FY 2016. The increase is mainly driven by the ramp up and full year of activities of the Company in FY 2017. The FY 2016 had only 60 days of operating activities compared to 12 full months in 2017. General and administrative expenditures for the FY 2017 were $2,259,145 compared to $435,351 in FY 2016. During the FY 2017, the Company granted to employees, 10,125,000 stock options expiring 5 years from the date of the grant. The options vest equally over a 36-month period. The share-based compensation expense for FY 2017 is $601,536 compared to $nil in FY 2016.

Total Assets

Total assets during the FY 2017 period increased by a net of $17,144,108 from the end of FY 2016. The change is largely attributed to the expenditures on property, plant and equipment of $9,281,200, cash and cash equivalents increase of $6,634,345, an increase of $780,737 in receivables related to GST/HST.

Cash Flows from Financing Activities

As a result of the first tranche of the Non-Brokered Private Placement closing on December 28, 2017, the Company received net proceeds of $13,613,241 during FY 2017.

Liquidity and Capital Resources

Liquidity
The main sources of liquidity are the Company's cash and cash equivalents, stock option exercises and equity issuances. As at December 31, 2017, cash and cash equivalents were $7,749,699 compared to $1,115,354 at December 31, 2016.

On January 9, 2018, Flowr completed a Non-Brokered Private Placement of 15,000,000 Flowr Class A Shares at a price of $1.00 per share, for aggregate gross proceeds of $15,000,000. The private placement closed in two tranches, as follows:

	o	On December 28, 2017, 14,185,000 Flowr Class A shares were issued for aggregate gross proceeds of $14,185,000; and

	o	On January 9, 2018, 815,000 Flowr Class A shares were issued for aggregate gross proceeds of $815,000.


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Full Year Ended December 31, 2017

	o	On July 18, 2018, Flowr completed a Non-Brokered Private Placement of 5,309,361 Flowr Common Shares at a price of $2.60 per share, for aggregate gross proceeds of $13,804,339. The Non-Brokered Private Placement closed on a rolling basis in five tranches, as follows:On April 11, 2018, 3,310,330 Flowr common shares were issued for aggregate gross proceeds of $8,606,858;

	o	On April 23, 2018, 970,232 Flowr common shares were issued for aggregate gross proceeds of $2,522,603;

	o	On May 28, 2018, 84,382 Flowr common shares were issued for aggregate gross proceeds of $219,393;

	o	On July 12, 2018, 896,151 Flowr common shares were issued for aggregate gross proceeds of $2,329,993.

	o	On July 18, 2018, 48,266 Flowr common shares were issued for aggregate gross proceeds of $125,492

Working Capital
As at December 31, 2017, the Company had working capital of $6,767,797 (December 31, 2016 — $773,834), calculated as total current assets less total current liabilities. The increase in working capital by $5,993,963 is mostly due to an increase to cash and cash equivalents.

At the end of December 31, 2017, the Company had current liabilities of $1,956,460 (December 31, 2016— $408,762). The increase of $1,547,698 is due to the ramp up in operating and capital activities.

Going Concern
As at December 31, 2017, the Company had no sources of operating cash flows and did not have sufficient cash to fund the completion of its facility in Kelowna. The Company will need to raise additional capital through the issuance of equity. Although the Company has been successful in its past fundraising activities, there is no assurance as to the success of future fundraising efforts or as to the sufficiency of funds raised in the future. If funds are not raised, it would result in further curtailment of activities or delays.

Also, Flowr expects to receive its sales licence shortly, however, there can be no guarantee that Health Canada will grant the sales licence.

These circumstances result in material uncertainty which lends significant doubt as to the ability of the Company to fulfil its activities and, accordingly, the appropriateness ultimately of the use of the accounting principles applicable to a going concern.

Considering the risks listed above, management's balanced assessment of the Company is that it remains a going concern. The Company has been accounted for as a going concern in the Financial Statements.

The Company’s contractual obligations as at the end of December 31, 2017 are set out below:

Contractual Obligations	Total	Less than 1	1 –2 years	After 2
In thousands of CAD dollars		year		years
Trade and other payables	1,929	1,929	-	-
Due to related parties	27	27	-	-
Total contractual obligations	1,956	1,956	-	-


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Full Year Ended December 31, 2017

Commitments and Contingencies

The Company had no contingent liabilities as at December 31, 2017.

Future minimum payments as at December 31, 2017, under agreements to which the Company is a party are as follows:

In thousands of CAD dollars		Less than 1 year			1–5 years			Over 5 years			Total
Lease commitments		420			1,681			6,155			8,256

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as at December 31, 2017.

Transactions with Related Parties

The Company's related parties as defined by International Accounting Standard 24 "Related Party Disclosures" (IAS 24), include the Company's subsidiaries, executive and non-executive directors, senior officers and key management personnel. Transactions with related parties are measured at fair value, which is the amount of consideration established and agreed upon by the related parties. All related party transactions entered into by the Company have been approved by the Board of Directors of the Company and/or shareholders of the Company as required.

Key management personnel are defined as directors and senior officers of the Company.

Transactions with related parties during FY 2017 and FY 2016 are listed below:

(a) Compensation of Key Management Personnel:

In thousands of CAD dollars	For the Year Ended December 31,
	2017	2016
Salaries and benefits	439	14
Share-based compensation	575	-
Total	1,014	14

(b) Transactions with employees, shareholders and officers

As at December 31, 2017, the following related party amounts were included in (a) prepaid expenses and other assets (b) loan receivable (c) other current liabilities (d) property, plant and equipment

In thousands of CAD dollars	For the Year Ended December 31,
	2017	2016
(a) Amounts due from a corporation whose principal is a director and officer of Flowr	96	40


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Full Year Ended December 31, 2017

(b) Loan to employee of Flowr	25	-
(c) Advance due to a director and officer	25	-
(d) Fees paid to a construction company whose principal is an employee and shareholder of Flowr	5,928	-
(e) Amounts due to a major shareholder for expenses paid on behalf of Flowr	28	372

Included in general and administrative expense are amounts paid to shareholders or to companies whose principals are either a shareholder, director or officer of Flowr as follows:

All the above transactions are in the normal course of operations and are measured at the exchange amounts, being the amounts agreed to by the parties involved.

Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, amounts receivable and accounts payable and other payables. The carrying value of these financial instruments approximate their fair values as at December 31, 2017.

In thousands of CAD dollars

	Fair Value at	Basis of Measurement	Financial
	December 31,		Instruments
	2017
Cash and cash equivalents	7,750	Carrying value	Loans and receivables
Amounts receivable and other current assets	975	Carrying value	Loans and receivables
Trade and other payables	1,956	Carrying value	Other financial liabilities

Loans and receivables — Cash and cash equivalents, short-term deposits, amounts receivables and other current assets carrying values approximate to their fair values.

Other financial liabilities — Trade and other payables mature in the short term and their carrying values approximate their fair values.


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Full Year Ended December 31, 2017

Risk Management

The Company's exposure to financial instruments includes, but is not limited to, the following risks:

Market risk

Market risk is the risk that the future cash flows or the fair value of a financial instrument will fluctuate because of changes in market conditions. The Company operates in an industry regulated by Health Canada and the ACMPR. Changes in legislation could have significant impact on the Company’s operations.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's credit risk is primarily associated with liquid financial assets. The Company limits exposure to credit risk on liquid financial assets by holding cash and cash equivalents at highly-rated financial institutions. As at December 31, 2017 the Company had a loan receivable of $25,000 and amounts receivable of $787,795 (2016 - $16,608). The Company is not significantly exposed to credit risk as these receivables comprise 3.6% (2016 – 0.3%) of the Company’s total assets.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company manages the liquidity risk inherent in these financial obligations by regularly monitoring actual cash flows to annual budget which forecast cash needs and expected cash availability to meet future obligations.

The Company will need to raise additional capital through equity issuances or debt financing in order to continue funding its construction of the Facility.

Capital Risk Management

The Company considers its capital to be its equity. The Company’s objective for capital management is to: (i) maintain sufficient levels of liquidity to fund and support its capital projects and operating activities; (ii) maintain a strong financial position to ensure it has ready access to debt and equity markets to supplement free cash flow being invested in its growth projects. The Company monitors its financial position and the potential impact of adverse market conditions on an ongoing basis. The Company manages its capital structure and adjusts it based on prevailing market conditions and according to its business plan. The Company's long-term funding strategy is to maintain a capital structure comprised primarily of equity sourced from equity offerings and net earnings generated from its operations.

Future Accounting Standards and Pronouncements

The following new standards are not yet effective for the year ending December 31, 2017 and have not been applied when preparing these consolidated financial statements.

The Company is planning to adopt IFRS 9, Financial Instruments, and IFRS 15, Revenue from Contracts with Customers, effective January 1, 2018.

The Company’s assessment of the impact of these new standards is set out below.

IFRS 9, Financial Instruments
IFRS 9, published in July 2014, replaces IAS 39. IFRS 9 introduces new requirements for the classification, measurement and impairment of financial assets and hedge accounting. It establishes two primary measurement categories for financial assets: (i) amortized cost and (ii) fair value; establishes criteria for classification of financial assets within the measurement category based on business model and cash flow characteristics; and eliminates existing held for trading, held to maturity, available for sale, loans and receivable and other financial liabilities categories. IFRS 9 also introduces a new model for the impairment of financial assets and requires an economic relationship between the hedged item and hedging instrument.


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Full Year Ended December 31, 2017

IFRS 15, Revenue from Contracts with Customers
IFRS 15, issued in May 2014, establishes the principles that an entity shall apply to report the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. IFRS 15 will also result in enhanced revenue disclosures, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. IFRS 15 is based on the general principle that revenue is recognized when control of a good or service transfers to a customer rather than when the significant risks and rewards of ownership are transferred as is the case under IAS 18.

The Company has not generated any revenues to date and is not currently impacted by the new standard.

IFRS 16, Leases
IFRS 16, issued in January 2017, replaces IAS 17, Leases. IFRS 16 results in most leases being reported on the balance sheet for lessees, eliminating the distinction between a finance lease and an operating lease. The standard is expected to impact the accounting for the Company’s operating leases, which are currently reflected in the consolidated statements of loss and in the Company’s disclosure in respect of future commitments. Under IFRS 16, all operating leases, except for short term and low value leases, are expected to be accounted for as finance leases. As a result, the leased assets and the associated obligations are recognized in the consolidated statements of financial position. The leased assets will be depreciated over the shorter of the estimated useful life of the asset and the lease term. The lease payments are apportioned between finance charges and a reduction of the lease liability. The current operating lease expense will be replaced with a depreciation charge on the leased assets and a finance charge on the lease liability, which are in aggregate expected to result in a higher total periodic expense in the earlier periods of the lease.

Risk and Uncertainties

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of Flowr. These include risks that are widespread risks associated with any form of business. While most risk factors are largely beyond the control of Flowr and its directors, the Company will seek to mitigate the risks where possible.

Among others, the Company is subject to the following risks and uncertainties:

•

The Company has limited operating history and uncertainty of future revenues;


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Full Year Ended December 31, 2017

	•	The Company relies on obtaining and retaining licences for the production and sales of cannabis;
	•	The failure to obtain a sales licence would have a material adverse impact on the Company;
	•	The Company is subject to various laws and regulations. The commercial cannabis industry is a new industry in Canada and the Company may ultimately be unable to succeed in this new industry and market;
	•	The Company is subject to change in laws and regulations federally and in each province;
	•	The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls;
	•	The Company has incurred losses in recent periods and may not be able to achieve or maintain profitability;
	•	The Company will require further funding to complete its Facility;
	•	The market in which the Company operates is competitive and fast moving and may become even more competitive;
	•	The performance of the Company will depend heavily on its ability to retain, and recruit, the services of management, suppliers and skilled personnel;
	•	The Company’s ACMPR licence, activities and resources are focused on the Facility and adverse changes to the Facility could have a material impact on the Company’s business;
	•	The risk of breaches of security at the Facility, in respect to electronic documents, data storage and risks related to breaches of applicable privacy laws;
	•	The Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation if products are alleged to have caused significant loss or injury;
	•	The Company could be required to incur the unexpected expense of a recall and any legal proceedings that might arise in connection with the recall;
	•	The risk of insurance coverage not being available for certain risks or too cost prohibitive to maintain;
	•	The Company is not assured that competitors will not develop similar technology, business methods or that the Company will be able to exercise its legal rights;
	•	Certain directors and officers of the Company are also directors and officers of other companies and there exists the possibility for an officer and director to be in a position of conflict;
	•	The development of Flowr’s business and operations may be hindered by applicable regulatory restrictions on sales and marketing activities;
	•	The control of the Company by majority shareholders could adversely impact the valuation of the Company;
	•	Sales of Resulting Issuer shares in the public market could occur at any time;
	•	The Company cannot guarantee with certainty the use of proceeds from capital raisings;
	•	The risks associated with the agricultural sector such as insects, plant diseases and similar agricultural risks;
	•	The Company’s operations are subject to environmental regulation and risks;
	•	The risk of unfavourable publicity or consumer perception of the cannabis industry;
	•	The market price of the Resulting Issuer shares may be subject to wide price fluctuations;
	•	The Company relies on efficient transport services;
	•	The Company will be vulnerable to rising energy costs;
	•	The Company relies on certain key inputs;
	•	The Company may have difficulty forecasting future demand and competitive conditions;


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Full Year Ended December 31, 2017

	•	The Company may become party to unforeseen litigation which could adversely affect its business;
	•	The Company does not anticipate paying any dividends in the foreseeable future; and
	•	There can be no assurance that an active and liquid marketing for Resulting Issuer shares will exist.

For a more detailed description of the various risks associated with the Company, refer to the Company’s Filing Statement available on SEDAR at www.sedar.com, and should be reviewed in conjunction with this document.

Share Capital Information

As at the date of this MD&A, the following number of common shares of the Company and other securities of the Company exercisable for common shares of the Company are outstanding (on a post-consolidation basis):

Securities		Common shares on exercise
Common shares		53,756,236
Preferred A shares		15,000,000
Preferred B shares		44,100,000
Stock options		8,328,125
Fully diluted share capital		121,184,361

Disclosure Controls and Procedures

Management has established processes to provide them sufficient knowledge to support representations that they have exercised reasonable diligence that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the consolidated financial statements; and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s accounting policies.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Full Year Ended December 31, 2017

Forward-looking Information

Certain information in this MD&A, including all statements that are not historical facts, constitutes forward-looking information within the meaning of applicable Canadian securities laws. Such forward-looking information includes, but is not limited to, information that reflects management’s expectations regarding Flowr’s future growth, results of operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects and opportunities. Often, this information includes words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

In making and providing the forward-looking information included in this MD&A, the Company has made numerous assumptions. The assumptions include, among other things, assumptions regarding: (i) the accuracy of operational results received to date; (ii) anticipated costs and expenses; (iii) the future price of cannabis products; and (v) that the supply and demand for cannabis. Although management believes that the assumptions made and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. By its nature, forward-looking information is based on assumptions and involves known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or industry results, to be materially different from future results, performance or achievements expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, among other things, the following: (i) need for additional financing to develop the Facility; (ii) decreases in the price of cannabis products (iii) operational risk; (iv) the risk that the Company will not be able to maintain, obtain or renew the requisite licenses to carry out its activities.

SCHEDULE “G” FINANCIAL STATEMENTS OF FLOWR FOR THE INTERIM PERIOD ENDED JUNE
30, 2018

(SEE ATTACHED)

Condensed Interim Consolidated Financial Statements

For the three and six month period ended
June 30, 2018 and 2017
(in Canadian dollars)

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at June 30, 2018 and 2017

(unaudited, in Canadian dollars,expect per share amounts )

ASSETS	Notes
Current Assets
Cash and cash equivalents		9,513,654		7,749,699
Amounts receivable	4	280,210		797,545
Inventories		51,293		-
Prepaids and other current assets	5, 11	288,380		152,013
Loan receivable	11	25,000		25,000
		10,158,537		8,724,257

Non-Current Assets
Investments at fair value	6	277,015		335,571
Property, plant & equipment	7,11	15,369,097		9,279,237
Intangible assets	8	3,294,679		3,112,803
Other long-term assets	9	50,000		50,000
		18,990,791		12,777,611
		-		-
TOTAL ASSETS		29,149,328		21,501,868

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	10, 11	2,140,799		1,928,898
Due to related parties	11	117,429		27,562
TOTAL LIABILITIES		2,258,228		1,956,460

SHAREHOLDERS' EQUITY
Share capital	15	30,955,589		18,116,920
Partnership interest		-		-
Contributed surplus	13	1,323,348		601,536
Deficit		(5,596,763	)	(1,131,266	)
Equity attributable to common shareholders of the Company		26,682,174		17,587,190
Non-controlling interests		208,926		1,958,218
TOTAL EQUITY		26,891,100		19,545,408
TOTAL LIABILITIES AND EQUITY		29,149,328		21,501,868

The accompanying notes are an integral part of the condensed interim consolidated financial statements

Approved by the Board of Directors

Director

THE FLOWR CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars)

		Three months ended				Six months ended
		June 30,				June 30,
		2018		2017		2018		2017
	Notes
Cost of sales
Production costs		881,334		64,530		1,747,849		89,243
Gross loss		(881,334	)	(64,530	)	(1,747,849	)	(89,243	)

Selling and marketing		348,455		-		472,211		-
General and administrative	11	1,172,655		294,865		2,263,013		493,560
Research and development		111,113		-		189,842		-
Share-based compensation	13	1,087,611		-		1,473,435		-
Depreciation and amortization		5,007		-		13,208		-
Other expense (income)	14	26,336		(126,895	)	55,231		(132,489	)
Loss before income taxes		(3,632,511	)	(232,500	)	(6,214,789	)	(450,314	)

Deferred income tax expense		-		-		-		-

Net loss		(3,632,511	)	(232,500	)	(6,214,789	)	(450,314	)


Net loss attributable to:
Common shareholders of the Company		(2,723,518	)	(109,886	)	(4,465,497	)	(218,062	)
Non-controlling interests		(908,993	)	(122,614	)	(1,749,292	)	(232,252	)
Net loss		(3,632,511	)	(232,500	)	(6,214,789	)	(450,314	)

Loss per share attributable to common shareholders of the Company
-Basic	16	(0.04	)	(0.00	)	(0.07	)	(0.01	)
-Diluted	16	(0.04	)	(0.00	)	(0.07	)	(0.01	)

The accompanying notes are an integral part of the condensed interim consolidated financial statements

THE FLOWR CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH F LOWS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars)

			Three months ended				Six months ended
			June 30,				June 30,
			2018		2017		2018		2017
	Notes
OPERATING ACTIVITIES
Net loss			(3,632,511	)	(232,500	)	(6,214,789	)	(450,314	)
Items not affecting cash and other adjustments	17		1,363,345		(102,154	)	2,003,177		(102,177	)
Changes in non-cash working capital	17		554,364		(162,590	)	913,234		(460,743	)

Cash used in operating activities			(1,714,802	)	(497,244	)	(3,298,378	)	(1,013,234	)

INVESTING ACTIVITIES
Loan advances			-		(25,000	)	-		(25,000	)
Expenditures on property, plant and equipment			(1,783,612	)	(994,229	)	(6,771,162	)	(1,067,601	)
Expenditures on intangible assets			(140,862	)	-		(251,580	)	-

Cash used in investing activities			(1,924,474	)	(1,019,229	)	(7,022,742	)	(1,092,601	)

FINANCING ACTIVITIES
Proceeds from shares issued	15		11,348,859		-		12,163,859		-
Share issuance costs	15		(46,776	)	-		(76,813	)	-
Capital contributions to Partnership	2.1	(c)	-		3,750,000		-		3,750,000
Interest (paid) received			(450	)	-		(1,971	)	23

Cash provided from financing activities			11,301,633		3,750,000		12,085,075		3,750,023
Increase in cash and cash equivalents			7,662,357		2,233,527		1,763,955		1,644,188
Cash and cash equivalents, beginning of period			1,851,297		526,015		7,749,699		1,115,354
Cash and cash equivalents, end of period			9,513,654		2,759,542		9,513,654		2,759,542

The accompanying notes are an integral part of the condensed interim consolidated financial statements

THE FLOWR CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN S HAREHOLDERS’ EQUITY

For the six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars,expect for number of shares )

		Number of	Share	Partnership		Contributed		Non-controlling
		shares	Capital	Interest		Surplus		interest		Deficit		Total
	Notes
Balance at January 1, 2017		-	-	1,692,010		-		2,256,988		-		3,948,998
Non-controlling interest attributable to Flowr Okanagan	3	-	-	-		-		(22,731	)	-		(22,731	)

Contributions into Partnership as of June 30, 2017		-	-	1,912,500		-		1,837,500		-		3,750,000

Net loss for the 6 months ended June 30, 2017		-	-	(218,062	)	-		(209,521	)	-		(427,583	)
Balance at June 30, 2017		-	-	3,386,448		-		3,862,236		-		7,248,684


Balance at January 1, 2018		59,960,000	18,116,920	-		601,536		1,958,218		(1,131,266	)	19,545,408
Equity financing Dec 2017, tranche 2 net of share issue costs of $30,037	15	815,000	784,963	-		-		-		-		784,963

Equity finaning 2018, tranches 1-3 net of share issue costs of $46,776	15	4,364,944	11,302,080	-		-		-		-		11,302,080

Share-based compensation	13	-	-	-		1,473,435		-		-		1,473,435

Shares issued from exercise of stock options	13	2,671,875	3	-		-		-		-		3

Transferred from contributed surplus on exercise of options		-	751,623	-		(751,623	)	-		-		-

Net loss for 6 months ended June 30, 2018		-	-	-		-		(1,749,292	)	(4,465,497	)	(6,214,789	)
Balance at June 30, 2018		67,811,819	30,955,589	-		1,323,348		208,926		(5,596,763	)	26,891,100

The accompanying notes are an integral part of the condensed interim consolidated financial statements

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

1.	CORPORATE INFORMATION

The Flowr Corporation (“Flowr”), formerly FlowCo Services LP and FlowCo Investments LP (collectively “FlowCo”), is a private Canadian based, cannabis cultivation company incorporated under the Business Corporations Act (Ontario) on October 25, 2017. The address of Flowr’s registered office is 100 Allstate Parkway, Suite 201, Markham, Ontario, L3R 6H3. The principal activity of Flowr is the production of medical cannabis as regulated by Access to Cannabis for Medical Purposes Regulations (“ACMPR”), with a focus on the natural science of cannabis. In December 2017, through its subsidiary The Flowr Group (Okanagan) Inc. (“Flowr Okanagan”), formerly Cannatech Plant Systems Inc., Flowr received its license from Health Canada to operate as a licensed producer, under the provisions of ACMPR. On August 10, 2018, Flowr received its sales license from Health Canada, allowing Flowr to sell to the current Canadian medical market and adult-use recreational market when legalized.

As at June 30, 2018, Flowr’s condensed interim consolidated financial statements includes Flowr and its subsidiary companies (collectively, the “Company”). Flowr’s principal subsidiaries include, a 60.59% ownership of Flowr ULC, which owns, 100% of Flowr Okanagan.

2.1

BASIS OF PREPARATION

(a)

Statement of compliance

The Company’s condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) which the Canadian Accounting Standards Board has approved for incorporation into Part I of the Chartered Professional Accountants of Canada Handbook – Accounting applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting. These condensed interim consolidated financial statements do not include all of the information required for full financial statements and should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2017, which have been prepared in accordance with IFRS.

The accounting policies applied in these condensed interim consolidated financial statements are consistent with those applied in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2017, except for the changes in accounting policies as described below in note 2.2. These condensed interim consolidated financial statements were approved by the Board of Directors on August 24, 2018.

(b)

Basis of measurement

These condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments (note 2.2) that are measured at fair value.

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

2.1

BASIS OF PRESENTATION (CONTINUED)

(c)

Corporate reorganization

The condensed interim consolidated financial statements are prepared under the name of The Flowr Corporation based on the post-reorganization structure as of June 30, 2018 and are a continuation of the consolidated financial statements of FlowCo. As a result, the comparative figures for the period ended June 30, 2017 presented are those of FlowCo, adjusted to reflect the non-controlling interest position as of December 1, 2017, the closing date of the Re-organization.

(d)

Going concern

These condensed interim consolidated financial statements have been prepared with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue in the normal course of operations is dependent on its ability to raise equity financing. There are no assurances that the Company will be successful in achieving this goal. These circumstances cast significant doubt on the Company’s ability to continue as going concern and ultimately on the appropriateness of the use of the accounting principles applicable to a going concern. These condensed interim consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

2.1

BASIS OF PRESENTATION (CONTINUED)

(e)

Basis of consolidation

(f)

Critical accounting estimates and judgments

The preparation of the Company’s condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities on the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Accounting estimates and judgements applied in these condensed interim consolidated financial statements are consistent with those applied in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2017, except as described below in note 2.2.

(g)

Presentation and functional currency

These condensed interim consolidated financial statements are presented in Canadian dollars, which is also the functional currency of the Company.

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

2.2

CHANGES IN ACCOUNTING POLICES

(a)

Biological assets

The Company measures biological assets, consisting of cannabis plants, at fair value less cost to sell up to the point of harvest, which becomes the basis for the cost of finished goods inventory after harvest. Unrealized gains or losses arising from the changes in fair value less cost to sell during the year are included in the consolidated statement of loss for the related period.

Any costs related to the production of biological assets are treated as periodic expenses and are included in the consolidated statement of loss for the related period.

During the first quarter of 2018, the Company commenced cultivating cannabis. As at June 30, 2018, the Company had not yet completed the sales license application process with Health Canada and could not reasonably assess the likelihood of obtaining the sales license. Given the uncertainty that existed as of June 30, 2018, the Company has recorded its biological assets at nil.

(b)

Financial Instruments

Effective January 1, 2018, the Company adopted IFRS 9, Financial Instruments. In accordance with the transitional provisions, the Company adopted the standard retrospectively without restating comparatives as the change did not impact the opening balances.

IFRS 9 replaces IAS 39, Financial Instruments: Recognition and Measurement. IFRS 9 introduces new requirements for the classification, measurement and impairment of financial assets and hedge accounting. It establishes two primary measurement categories for financial assets: (i) amortized cost and (ii) fair value either through profit or loss (“FVPL”) or through other comprehensive income (“FVOCI”); establishes criteria for the classification of financial assets within each measurement category based on business model and cash flow characteristics; and eliminates the existing held for trading, held to maturity, available for sale, loans and receivable and other financial liabilities categories.

The following table shows the previous classification under IAS 39 and the new classification under IFRS 9 for the Company’s financial instruments:

	Financial Instrument Classification
	Under IAS 39	Under IFRS 9
Financial assets
Cash	Loans and receivables	Amortized cost
Amounts receivable	Loans and receivables	Amortized cost
Loan receivable	Loans and receivables	Amortized cost
Plant Properties warrants	Held for trading	FVPL


Financial Liabilities
Accounts payable and accrued liabilities	Other financial liabilities	Amortized cost
Due to related parties	Other financial liabilities	Amortized cost

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

2.2

CHANGES IN ACCOUNTING POLICES (CONTINUED)

The following are the Company’s new accounting policies for financial instruments under IFRS 9:

Financial assets and liabilities

Financial assets

Non-derivative financial assets within the IFRS 9 are classified as “financial assets at fair value (either through other comprehensive income (“FVOCI”), or through profit or loss (“FVPL”))”, and “financial assets at amortized costs” as appropriate. The Company determines the classification of its financial assets at initial recognition based on the Company’s business model and contractual terms of cash flows.

All financial assets are recognized initially at fair value plus, in the case of investments not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Where the fair values of financial assets recorded on the consolidated statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values.

Financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the consolidated statements of financial position with changes in fair value recognized in other income or expense in the consolidated statements of earnings (loss). The Company’s investment in Plant Properties Corp. (“Plant Properties”) warrants are classified as financial assets at FVPL.

Financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not have any financial assets classified as at FVOCI.

After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the consolidated statements of comprehensive income (loss). When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company transfers substantially all the risks and rewards of ownership of the asset.

Impairment of financial assets

The Company’s only financial assets subject to impairment are amounts receivable, which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized.

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

2.2

CHANGES IN ACCOUNTING POLICES (CONTINUED)

The expected lifetime loss of a financial asset at amortized cost, is estimated based on the expected credit loss (“ECL”). ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive. The shortfall is then discounted at an approximation to the asset's original effective interest rate.

Financial liabilities

Non-derivative financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company’s financial liabilities include accounts payable and accrued liabilities and amounts due to related parties which are each measured at amortized cost.

All financial liabilities are recognized initially at fair value and in the case of loans and borrowings, net of directly attributable transaction costs.

Financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in finance cost in the consolidated statements of earnings (loss).

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gains or losses reported in other income or expense in the consolidated statements of earnings (loss).

2.3

N EW STANDARDS NOT YET ADOPTED

IFRS 16, Leases

IFRS 16, issued in January 2016, replaces IAS 17, Leases. IFRS 16 results in most leases being reported on the statement of financial position for lessees, eliminating the distinction between a finance lease and an operating lease. The standard is expected to impact the accounting for the Company’s operating leases, which are currently reflected in the consolidated statements of loss and in the Company’s disclosure in respect of future commitments. Under IFRS 16, all operating leases, except for short term and low value leases, are expected to be accounted for as finance leases. As a result, the leased assets and the associated obligations are recognized in the consolidated statements of financial position. The leased assets will be depreciated over the shorter of the estimated useful life of the asset and the lease term. The lease payments are apportioned between finance charges and a reduction of the lease liability. The current operating lease expense will be replaced with a depreciation charge on the leased assets and a finance charge on the lease liability, which are in aggregate expected to result in a higher total periodic expense in the earlier periods of the lease.

IFRS 16 is effective for annual periods beginning on or after January 1, 2019. The Company is currently reviewing all leases to determine and document the expected changes associated with the adoption of IFRS 16.

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

3.	SIGNIFICANT TRANSACTIONS

On December 1, 2016, the Company acquired an 80% ownership in Cannatech Plant Systems Inc., now called The Flowr Group (Okanagan) Inc. (“Flowr Okanagan”). Total consideration paid to acquire the net assets of Flowr Okanagan amounted to $2,536,804 which includes transaction costs of $136,804.

4.	AMOUNTS RECEIVABLE

	June 30,	December 31,
	2018	2017
Amounts receivable	5,295	41,386
GST HST receivable	274,915	268,991
Subscription receivable	-	487,168
	280,210	797,545

5.	PREPAIDS AND OTHER CURRENT ASSETS

	June 30,	December 31,
	2018	2017
Prepaid expenses	198,425	56,122
Due from related parties (note 11)	89,955	95,891
	288,380	152,013

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

6 .

FINANCIAL INSTRUMENTS

Set out below is a comparison, by category, of the carrying amounts of the Company’s financial instruments that are recognized in the consolidated statements of financial position:

The carrying values of all the financial assets and liabilities measured at amortized cost approximate their fair values as at June 30, 2018 and December 31, 2017.

		Carrying Amount
	Financial Instrument	June 30,	December 31,
	Classification	2018	2017
Financial assets
Cash	Amortized cost	9,513,654	7,749,699
Amounts receivable	Amortized cost	280,210	797,545
Loan receivable	Amortized cost	25,000	25,000
Plant Properties warrants	FVPL	277,015	335,571

Financial Liabilities
Accounts payable and accrued liabilities	Amortized cost	2,140,799	1,928,898
Due to related parties	Amortized cost	117,429	27,562

Plant Properties warrants

As at June 30, 2018, the Company held 1,500,000 warrants in Plant Properties. Each warrant is exercisable into one common share of Plant Properties any time prior to June 13, 2019, at an exercise price of $0.50 per common share. Plant properties has two directors in common with Flowr.

	June 30,	December 31,
	2018	2017

Plant Properties warrants
Risk free interest rate	1.6% - 1.7%	0.91% - 1.66%
Expected exercise period in years	0.95 - 1.2	1.45 -2
Expected volatility	97%	0.97
Dividends per share	-	-

The fair value of the Plant Properties warrants is included in investments at fair value in the condensed interim consolidated statements of financial position.

For the three and six months ended June 30, 2018, the Company recognized an unrealized loss on the Plant Properties warrants of $31,183 (2017 – nil) and $58,556 (2017 - nil), in other expense (income) (note 14) in the condensed interim consolidated statements of loss.

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

6 .

FINANCIAL INSTRUMENTS (CONTINUED)

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

	•	Level 1: based on quoted (unadjusted) prices in active markets for identical assets or liabilities;
	•	Level 2: based on inputs which have a significant effect on fair value that are observable, either directly or indirectly from market data; and
	•	Level 3: based on inputs which have a significant effect on fair value that are not observable from market data.

The Plant Properties warrants have been classified as Level 3 in the fair value hierarchy as at June 30, 2018 and December 31, 2017.

During the six months ended June 30, 2018 and the year ended December 31, 2017, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements.

The following table reconciles level 3 fair value measurements from January 1, 2017 to June 30, 2018:

Balance as at January 1, 2017	-
Grant date fair value included in net loss	128,377
Unrealized gains included in net loss	207,194
Balance as at December 31, 2017	335,571
Unrealized loss included in net loss (note 14)	(58,556	)
Balance as of June 30, 2018	277,015

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

7.	PROPERTY, PLANT AND EQUIPMENT

	Balance as at		Balance as at
	January 1,		June 30,
	2018	Additions	2018

Cost:
Land	1,380,500	2,811,295	4,191,795
Leasehold improvements	2,577,059	320,447	2,897,506
Construction-in-progress	998,657	2,324,806	3,323,463
Production equipment	271,072	174,975	446,047
Mechanical equipment	2,909,727	550,041	3,459,768
Electrical equipment	1,067,794	206,034	1,273,828
Office equipment and furniture	25,173	24,871	50,044
Computer and IT equipment	49,255	76,904	126,159
Balance as at June 30, 2018	9,279,237	6,489,373	15,768,610

Accumulated depreciation
Leasehold improvements	-	52,513	52,513
Production equipment	-	17,104	17,104
Mechanical equipment	-	231,842	231,842
Electrical equipment	-	84,882	84,882
Office equipment and furniture	-	3,804	3,804
Computer and IT equipment	-	9,367	9,367
Balance as at June 30, 2018	-	399,512	399,512

Net book value June 30, 2018	9,279,237		15,369,097

For the three and six months ended June 30, 2018, the Company recognized depreciation of $206,790 (2017 – nil) and $388,923 (2017 – nil) in production costs in the condensed interim consolidated statements of loss.

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

7.	*PROPERTY, PLANT AND EQUIPMENT (CONTINUED)*

	Balance as at		Balance as at
	January 1,		December 31,
	2017	Additions	2017

Cost:
Land	-	1,380,500	1,380,500
Leasehold improvements	-	2,577,059	2,577,059
Construction-in-progress	-	998,657	998,657
Production equipment	-	271,072	271,072
Mechanical equipment	-	2,909,727	2,909,727
Electrical equipment	-	1,067,794	1,067,794
Office equipment and furniture	-	25,173	25,173
Computer and IT equipment	-	49,255	49,255
Balance as at December 31, 2017	-	9,279,237	9,279,237

Accumulated depreciation	-	-	-
Leasehold improvements	-	-	-
Production equipment	-	-	-
Mechanical equipment	-	-	-
Electrical equipment	-	-	-
Office equipment and furniture	-	-	-
Computer and IT equipment	-	-	-
Balance as at December 31, 2017	-	-	-

Net book value December 31, 2017	-	-	9,279,237

As the majority of property plant, and equipment additions were acquired in December or became available for use in 2018, no depreciation expense was recognized during the year ended December 31, 2017.

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

8.	INTANGIBLE ASSETS

	Balance as at		Balance as at
	January 1,		June 30,
	2018	Additions	2018

Cost:
Software	15,507	-	15,507
Website development	-	251,580	251,580
License	3,175,964	-	3,175,964
Balance as at June 30, 2018	3,191,471	251,580	3,443,051

Accumulated amortization:
Software	-	2,619	2,619
Website development	-	-	-
License	78,668	67,085	145,753
Balance as at June 30, 2018	78,668	69,703	148,371

Net book value June 30, 2018	3,112,803		3,294,679

	Balance as at		Balance as at
	January 1,		December 31,
	2017	Additions	2017

Cost:
Software	-	15,507	15,507
License	3,175,164	800	3,175,964
Balance as at December 31, 2017	3,175,164	16,307	3,191,471

Accumulated amortization:
Software	-	-	-
License	-	78,668	78,668
Balance as at December 31, 2017	-	78,668	78,668

Net book value December 31, 2017	3,175,164	-	3,112,803

For the three and six months ended June 30, 2018, amortization related to the license of $32,306 (2017 - nil) and $67,085 (2017- nil) is included in production costs in the condensed interim consolidated statements of loss.

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

9.	OTHER LONG- TERM ASSETS

Other long-term assets consist of a $50,000 advance payment made to Inplanta Biotechnology (“Inplanta”), to acquire shares.

10.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30,	December 31,
	2018	2017
Accounts payable (note 11)	1,378,687	1,638,256
Accrued liabilities	762,113	290,642
	2,140,800	1,928,898

11 .

RELATED PARTY TRANSACTIONS

As at June 30, 2018 and December 31, 2017 related party amounts included in (a) prepaid expenses and other current assets (b) loan receivable (c) due to related parties (d) property plant and equipment and (e) accounts payable and accrued liabilities were as follows:

	June 30,	December 31,
	2018	2017
(a) Amounts in relation to reimbursable expenses due from a corporation whose principal is a director and officer of Flowr	89,955	95,891
(b) Loan to shareholder and employee of Flowr bearing interest at 1% per annum	25,000	25,000
(c) Reimbursable expenses due to a corporation with directors and officers in common with Flowr	117,429	2,562

Shareholder advance payable to a director and officer of Flowr	-	25,000

(d) Fees paid to a company for the construction of the ACMPR facility whose principal is an employee and shareholder of Flowr	1,317,619	5,927,526
(e) Amounts due to a construction company whose principal is an employee and shareholder of Flowr	287,596	1,103,639

Included in general and administrative expense are amounts paid to shareholders or to companies whose principals are either a shareholder, director or officer of Flowr as follows:

	Three months ended		Six months ended
	June 30,		June 30,
General and administrative	2018	2017	2018	2017
Consulting and administration fees	26,525	15,000	87,225	15,000
Rental fees	5,250	5,250	10,500	10,500
	31,775	20,250	97,725	25,500

Refer to Notes 6 and 18.

All the above transactions are in the normal course of operations and are measured at the exchange amounts, being the amounts agreed to by the parties.

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

12.

KEY MANAGEMENT REMUNERATION

The Company’s related parties include its key management. Key management includes directors, the Chief Executive Officer (“CEO”) and the Executive Officers reporting directly to the CEO.

The remuneration of the key management of the Company recognized in the condensed interim consolidated statements of loss for the three and six months ended June 30, 2018 and 2017 were as follows:

	Three months ended,		Six months ended,
	June 30,	June 30,	June 30,	June 30,
	2018	2017	2018	2017
Salaries and short-term benefits	431,041	50,292	696,226	100,584
Share-based compensation	1,137,239	-	1,473,434	-
Total renumeration	1,568,280	50,292	2,169,660	100,584

13.

SHARE -BASED COMPENSATION

Stock options

The Company has established an incentive stock option plan for the directors, selected employees and consultants. Pursuant to the plan, the exercise price of the option cannot be less than the closing price of Flowr’s common shares on the trading date preceding the day the option is granted. The aggregate number of shares that can be issued from treasury under this plan is 12,155,000. Options granted vest as specified in the relevant option agreements.

During the six months ended June 30, 2018, the Company granted 875,000 (2017 - 10,125,000) stock options with an exercise price of $2.60 (2017 - $0.000001) and fair value of $1,549,591 (2017 - $2,835,000). The estimated value of the options granted will be recognized as an expense in the condensed interim consolidated statements of loss and an addition to contributed surplus in the condensed interim consolidated statements of changes in shareholders’ equity over the vesting period. The Company recorded stock option expenses of $1,087,611 (2017 – nil) and $1,473,435 (2017 – nil) for the three and six months ended June 30, 2018.

As at June 30, 2018, there was $2,309,612 of share-based compensation cost remaining to be charged to net earnings in future periods relating to stock option grants. The fair value of options granted was estimated using the Black-Scholes option pricing model. The expected volatility is estimated based on the volatility of comparable publicly traded companies. The inputs used in the measurement of the fair values at the time the options were granted were as follows:

	2018	2017

Five year risk free interest rate	2.11%	1.65%
Expected life in years	5.00	5.00
Expected volatility	86.0%	75.0%
Dividends per share	-	-

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

13.

SHARE -BASED COMPENSATION (CONTINUED)

The following is a stock option continuity for the periods indicated:

			Weighted
	Number of		average exercise
	options		price per share $
Balance as at January 1, 2017	-		-
Options granted	10,125,000		0.000001
Options forfeited	-		-
Options expired	-		-
Balance as at December 31, 2017	10,125,000		0.000001
Options granted	875,000		2.60
Options exercised	(2,671,875	)	0.000001
Options forfeited	-		-
Options expired	-		-
Balance as at June 30, 2018	8,328,125		0.273172

The following lists the options outstanding and exercisable as at June 30, 2018:

Options outstanding			Options exercisable

Range of		Weighted	Weighted		Weighted
exercise	Number of	average	average	Number of	average exercise
prices per	options	remaining	exercise price	options	price
share	outstanding	years	per share $	exercisable	per share $
$ 0.000001	7,453,125	4.42	$ 0.000001	2,971,875	$ 0.000001
$ 2.60	875,000	4.92	$ 2.60	67,984	$ 2.600000

14.	OTHER EXPENSE (INCOME )

	Three months ended				Six months ended
	June 30,				June 30,
	2018		2017		2018		2017
Grant of Plant Properties warrants	-		(128,377	)	-		(128,377	)
Unrealized loss on Plant Properties warrants	31,183		-		58,556		-
Interest expense (income), net	450		(1	)	1,972		(24	)
Other income	(5,297	)	1,483		(5,297	)	(4,088	)
	26,336		(126,895	)	55,231		(132,489	)

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

15.

SHARE CAPITAL

The authorized capital of the Company consists of an unlimited number of common shares, an unlimited number of class A preferred shares and an unlimited number of class B preferred shares, collectively reflected as share capital in the consolidated financial statements. The preferred shares do not have preference for dividend payments, as they were structured solely for liquidation rights over holders of common shares. As of June 30, 2018, 52,811,819 common shares and 15,000,000 class A preferred shares are issued and outstanding.

(a)	Private Placements

In December 2017, the Company completed a private placement where 14,185,000 class A preferred shares were issued at a price of $1.00 per share, for total proceeds of $14,185,000 of which $487,168 was included in amounts receivable and $50,200 was oversubscribed and included in accounts payable as of December 31, 2017. Total share issuance costs were $134,791. In January 2018, the remaining tranche of 815,000 class A preferred shares were issued at a price of $1.00 per share for gross proceeds of $815,000. Total gross proceeds received from both tranches amounted to $15,000,000.

In the second and third quarters of 2018, the Company closed a private placement in a series of five tranches as follows:

	Closing	Shares	Gross
Tranche	date	issued	proceeds $
1	11-Apr-18	3,310,330	8,606,858
2	23-Apr-18	970,232	2,522,603
3	28-May-18	84,382	219,393
4	11-Jul-18	896,151	2,329,993
5	18-Jul-18	48,266	125,492
TOTAL		5,309,361	13,804,339

(b)	Letter of Intent with The Needle Capital Corp.

On February 12, 2018, Flowr entered into a letter of intent (“LOI”) with The Needle Capital Corp. (“Needle”), whereby Needle and Flowr will complete an amalgamation, share exchange or similar transaction to ultimately form a Resulting Issuer who will continue on the business of Flowr. The LOI contemplates Needle and Flowr completing an arm’s business combination transaction pursuant to which Needle shares or Resulting Issuer shares will be issued to holders of shares of Flowr at an exchange ratio of one post consolidation Needle share for one Flowr share. The exchange ratio may change in order to give effect to a deemed value of $0.15 per pre-consolidation Needle share. On completion of the Transaction, the securityholders of Flowr would own a majority of the issued and outstanding shares of the Resulting Issuer. The common shares of the Resulting Issuer will be listed for trading on the Toronto Stock Exchange Venture.

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

16.

LOSS PER SHARE

	Three months ended June 30,				Six months ended June 30,
	2018		2017	⁽¹⁾	2018		2017	⁽¹⁾
Net loss attributable to common shareholders	(2,723,518	)	(109,886	)	(4,465,497	)	(218,062	)

Basic and diluted weighted average number of common shares outstanding	65,791,407		35,775,000		63,256,536		35,775,000
Basic and diluted loss per share	(0.04	)	(0.00	)	(0.07	)	(0.01	)

(1) The 2017 basic weighted average common shares is a reflection of the common shares issued from the Reorganization in exchange for the Partnership interest.

17.

SUPPLEMENTARY CASH FLOW INFORMATION

(a) Items not affecting cash and other adjustments:

	Three months ended			Six months ended
	June 30,			June 30,
	2018	2017		2018	2017
Depreciation and amortization	244,103	26,223		469,216	26,223
Share-based compensation expense	1,087,611	-		1,473,435	-
Loss (gain) on Plant Properties warrants	31,183	(128,377	)	58,556	(128,377	)
Other, net	448	-		1,970	(23	)
Items not affecting cash and other adjustments	1,363,345	(102,154	)	2,003,177	(102,177	)

(b) Changes in non-cash working capital:

	Three months ended				Six months ended
	June 30,				June 30,
	2018		2017		2018		2017
Decrease (Increase) in amounts receivable	34,011		(72,435	)	517,334		(84,313	)
Increase in other current assets	(130,957	)	(18,389	)	(136,367	)	(36,384	)
Increase in inventories	(51,293	)	-		(51,293	)	-
Increase in accounts payable and accrued liabilities	659,053		3,368		493,693		4,366
Increase (decrease) in amounts due to related parties	43,550		(75,134	)	89,867		(344,412	)
Changes in non-cash working capital	554,364		(162,590	)	913,234		(460,743	)

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

18.

COMMITMENTS

Contractual obligations

The Company had the following minimum future contractual obligations as at June 30, 2018:

	up to 1 year	1 - 5 years	over 5 years	Total
Purchase obligations	17,665	-	-	17,665
Operating lease obligations (i)	423,413	1,579,661	6,003,877	8,006,951

(i) Included in operating leases, is the Flowr Okanagan facility operating lease of which $71,730 (2017 - $24,713) and $143,460 (2017 - $63,020) is included in production cost for the three and six months ended June 30, 2018. The lease is payable to 0954717 B.C. LTD. whose principal owners are also shareholders of Flowr. The total commitment for this lease is $7,700,752, of which $273,258 is due within one year.

19.

FINANCIAL RISK MANAGEMENT

The Company’s principal financial liabilities comprise of accounts payable and accrued liabilities and amounts due to related parties. The main purpose of these financial instruments is to assist with the management of the Company’s short term and long-term cash flow requirements. The Company has various financial assets, such as cash and cash equivalents and amounts receivable, which arise directly from its operations.

Market risk

Credit risk

The exposure to credit risk arises through the potential failure of a customer or another third party to meet its contractual obligations to the Company. As at June 30, 2018 the Company had a loan receivable of $25,000 and amounts receivable of $280,210 (December 31, 2017 - $797,545). The Company is not significantly exposed to credit risk as these receivables comprise 0.9% (December 31, 2017 – 3.8%) of the Company’s total assets.

Liquidity risk

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

19.

FINANCIAL RISK MANAGEMENT (CONTINUED)

Capital management

20.

OPERATING SEGMENT INFORMATION

The Company primarily operates in one reportable operating segment, being a licensed producer operating in Canada. As the operations comprise a single reporting segment, amounts disclosed in the condensed interim consolidated financial statements also represent segment amounts.

21.

SUBSEQUENT EVENTS

(a) Refer to Note 1 and Note 15(a).

(b) Letter of Intent with The Needle Capital Corp.

On February 12, 2018, Flowr entered into a letter of intent (“LOI”) with The Needle Capital Corp. (“Needle”), whereby Needle and Flowr will complete an amalgamation, share exchange or similar transaction to ultimately form a “Resulting Issuer” who will continue on the business of Flowr. The LOI contemplates Needle and Flowr completing an arm’s length business combination transaction pursuant to which Needle shares or Resulting Issuer shares will be issued to holders of shares of Flowr at an exchange ratio of one post consolidation Needle share for one Flowr share. The exchange ratio may change in order to give effect to a deemed value of $0.15 per pre-consolidation Needle share. On completion of the Transaction, the securityholders of Flowr would own a majority of the issued and outstanding shares of the Resulting Issuer. The common shares of the Resulting Issuer will be listed for trading on the TSX Venture Exchange.

(c) Engagement with Clarus Securities Inc. and Co-lead Agents (“Clarus”)

On July 17, 2018 Flowr engaged Clarus to act on behalf of Flowr as a broker for an estimated $30,000,000 private placement offering (the “Offering”) in connection with the amalgamation with Needle. Pursuant to the terms of the agreement, Clarus may receive a cash commission up to 6% of the gross proceeds raised which will be payable on the closing date of the Offering. In addition, Flowr may issue broker warrants up to 3% of the number of subscription receipts sold in relation to the Offering. Each broker warrant will be exercisable into one common share of the Resulting Issuer at the Offering share price for a period of 24 months from the closing date. The consideration paid to Clarus will depend on the amount of brokered placements as opposed to non-brokered placements.

THE FLOWR CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED F INANCIAL S TATEMENTS

For the three and six months ended June 30, 2018 and 2017

(unaudited, in Canadian dollars, unless otherwise indicated)

21.

SUBSEQUENT EVENTS (CONTINUED)

(d) Stock options

In August 2018, Flowr granted 6,820,530 stock options with an exercise price of $2.60 of which 185,000 vest in three equal tranches on 15^th, 27^th, and 39^thmonth from the date of the grant date and 6,635,530 options vest in 36 equal tranches over 36 months from the date of the grant. The options granted expire 5 years from the grant date.

In August 2018, 3,128,125 stock options were exercised at a price of $0.000001 per share for total proceeds of $3.

THE FLOWR CORPORATION

SCHEDULE “H” MANAGEMENT’S DISCUSSION AND ANALYSIS OF FLOWR FOR THE INTERIM
PERIOD ENDED JUNE 30, 2018

(SEE ATTACHED)

The Flowr Corporation

Management’s Discussion and Analysis

For the Three and Six Months Ended June 30, 2018 and 2017


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

Management’s Discussion and Analysis

The followingManagement’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of The Flowr Corporation, (“Flowr” or the “Company”) provides a discussion and analysis of the financial condition and results of operations to enable a reader to assess material changes in the financial condition of the Company between December 31, 2017 and June30, 2018, and results of operations for the three and six months endedJune 30 , 2018, ( "Q2 2018" and “YTD 2018”, respectively) and for the three and sixmonths ended June 30, 2017, ("Q2 2017" and “YTD 2017”, respectively). The MD&A should be read in conjunction withthe unaudited condensed interim consolidated financial statements for the three and sixmonths ended June 30, 2018, and with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2017 ("FY 2017"). In this MD&A, references to “Company” or “Flowr” are references to The Flowr Corporation and its subsidiaries, as applicable.

This MD&A is datedas of August 24, 2018.

The financial statements (and the financial information contained in this MD&A) were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Financial Statements and this MD&A have been reviewed and approved by the Company’s Board of Directors (the “Board of Directors”). The Financial Statements were prepared in accordance with and include the accounts of the Company and its subsidiaries, The Flowr Canada Holdings ULC and The Flowr Group (Okanagan) Inc.

All amounts in this discussion are expressed in Canadian dollars (“CAD”) except per share data and unless otherwise indicated. All amounts in tables are expressed in thousands of CAD, unless otherwise indicated.

This MD&A contains forward-looking information within the meaning of Canadian securities legislation (see “Forward-looking Information” below for a full discussion on the nature of forward-looking information). Informationregarding the adequacy of cash resources to carry out the Company's operations or the need for future financing is forward-looking information. All forward-looking information, including information not specifically identified herein, is made subject to cautionary language at the end of this document. Readers are advised to refer to the cautionary language included at the end of this MD&A under the heading "Forward-looking Information" when reading any forward-looking information. This MD&A is prepared in accordance with Form 51-102F1 and has been approved by the Company’s board of directors (the “Board of Directors” or the “Board”) prior to its release.

Company Overview

Prior to December 1, 2017, the business of Flowr was originally undertaken solely by Cannatech Plant Systems Inc., a British Columbia corporation (“Cannatech”) and then, following a transaction that closed on December 1, 2016, together with Flowco Services LP and Flowco Investments LP. On December 1, 2017, a reorganization was completed (the “Reorganization”).The Reorganization resulted in: the limited partners of Flowco Services LP and Flowco Investments LP becoming shareholders of Flowr and Flowr having one direct subsidiary, The Flowr Canada Holdings ULC, a British Columbia corporation (“Flowr ULC”), and one indirect subsidiary, The Flowr Group (Okanagan) Inc., formerly Cannatech (“Flowr Okanagan”).


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

Flowr’s interest in Flowr Okanagan is held through Flowr ULC, which owns 100% of the issued and outstanding shares in Flowr Okanagan.

Flowr Okanagan is a holder of a producer and sales licence to cultivate and sell under section 35 (“Licenced Producer”) of the Access to Cannabis for Medical Purposes Regulations (“ACMPR”) and operates an 85,000 square foot production facility in Kelowna, British Columbia (“Facility”). Over time, Flowr will build out additional facilities and sites adjacent to the Facility (the “Kelowna Campus”) and Flowr has begun such acquiring properties and rights, as described below. Flowr is focused on producing high-yield, high-quality cannabis for patients and consumers throughout Canada. Flowr also prioritizes research and development; its highly skilled scientific staff use modern genetic techniques, molecular biology and plant physiology, to breed specific cannabis varieties to identify unique characteristics and ultimately work to improve Flowr’s final products. On August 10, 2018, Flowr Okanagan was granted by Health Canada, an amendment to remove the restrictions on its ACMPR Licence and in the process, obtained its sales licence.

On February 12, 2018, Flowr entered into a letter of intent (“LOI”) with The Needle Capital Corp. (“Needle”), a capital pool company listed on the TSX Venture Exchange, incorporated under the Alberta Business Corporations Act. Pursuant to the LOI, it is anticipated that Needle, through a wholly-owned subsidiary, and Flowr will complete a qualifying transaction through an amalgamation to ultimately form a resulting issuer that will continue on the business of Flowr (the “Resulting Issuer”). The LOI contemplates Needle and Flowr completing a qualify transaction pursuant to which Needle shares or Resulting Issuer shares will be issued to holders of shares of Flowr at an exchange ratio of one post consolidation Needle share for one Flowr share (the “Transaction”). The exchange ratio may change in order to give effect to a deemed value of $0.15 per pre-consolidation Needle share. On completion of the Transaction, the common shares of the Resulting Issuer will be listed for trading on the TSX Venture Exchange and the current securityholders of Flowr would own a majority of the issued and outstanding shares of the Resulting Issuer.

Overall Performance

Highlights of YTD 2018 and as of the Date of this Report

During YTD 2018 and to the date of this MD&A, the following highlights the Company’s significant events:

•

Financing Activities – The Company completed the following non-brokered private placements:

On January 9, 2018, Flowr completed a non-brokered private placement of 15,000,000 Flowr Class A Shares at a price of $1.00 per share, for aggregate gross proceeds of $15,000,000 with gross proceeds of $815,000 received in Q1 2018 and the balance received in FY 2017;

On July 18, 2018, Flowr completed a Non-Brokered Private Placement of 5,309,361 Flowr Common Shares at a price of $2.60 per share, for aggregate gross proceeds of $13,804,339.

(each a “Non-Brokered Private Placement” and together the “Non-Brokered Private Placements”).


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

•

Corporate Matters – The Company made the following changes during the fiscal year and to date of this MD&A:

	o	On January 8, 2018, Flowr Okanagan filed a notice of alteration to change its name from Cannatech Plant Systems Inc.

	o	On February 12, 2018, Flowr ULC filed a notice of alteration to change its name from The Flowr Cannabis ULC.

	o	On June 29, 2018, Thomas Flow, President and Founder of the Company assumed the position of Chief Executive Officer following Mr. Giorgi’s departure from Flowr.

•

Operating Activities – In keeping with the Company’s objective of advancing and optimizing the Facility, the following progress at the Company's operations has been made:

	o	On January 25, 2018 Flowr entered into an agreement with Hawthorne Gardening Company (“ Hawthorne”) to construct and operate a purpose-built research and development facility in North America dedicated exclusively to innovations in the cannabis industry.

	o	During YTD 2018, Flowr applied for two patents:

	•	US Patent Application No. 15/912,377 – Apparatus for Transporting Hanging Crops; and

	•	US Patent Application No. 15/912,356 – Apparatus for Sorting of Crop Components

	o	On April 23, 2018, Flowr began the harvest of its first crop of medical cannabis in the Facility. That harvest, as well as several others, have now been completed; the flowers have been trimmed and dried, and samples have been sent to Health Canada.

	o	On May 30, 2018, Flowr Okanagan submitted an amendment application to Health Canada to remove the restrictions on its ACMPR Licence. An inspection of the Facility was conducted between July 11^ththrough the 13^thof 2018. Once Flowr Okanagan successfully responds to any comments generated by Health Canada’s pre-sale licence inspection, the amendment application will be approved and Flowr Okanagan will receive its sales licence. Flowr Okanagan expects to receive its sales licence in August of 2018.

	o	The interior of the Facility continues to be under construction which is being completed in stages. Flowr is operating approximately 16,000 square feet of the finished structure of the Facility while construction of the remaining portion of the interior is completed.

		In anticipation of the phased construction of the Kelowna Campus, Flowr has purchased, or has entered into agreements to purchase, several parcels of land near or adjacent to the Facility, as follows:

	•	On June 29, 2017, Flowr purchased 0.53 acres of land located directly south and adjacent to the Facility (the “ June 29 Parcel”);

	•	On February 28, 2018, Flowr purchased 1.942 acres of land located directly to the north and adjacent to the Facility (the “February 28 Parcel”);


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

	•	On March 2, 2018, Flowr purchased 0.53 acres of land located directly south and adjacent to the June 29 Parcel;

	•	On January 29, 2018, Flowr entered into a purchase and sale agreement to purchase two (2) acres of land located directly north and adjacent to the February 28 Parcel. The purchase of this parcel of land has been deferred until September 2018; and

	•	On June 7, 2018, Flowr entered into a purchase and sale agreement to purchase 17.6 acres of land located to the east of the Facility. This agreement is subject to the receipt by Flowr of all necessary government approvals to build a facility on the land. In addition, the agreement provides Flowr with a right of first refusal to purchase two additional parcels of land located adjacent to the 17.6 acres of land to be purchased. Specifically, the right of first refusal provides Flowr with the option to purchase one 10-acre parcel of land and another 9.4-acre parcel of land.

	•	During the quarter ending June 30, 2018 and to the date of the MD&A, the Company completed 6 harvests whereby each harvest consists of one room of approximately 2,000 square feet of grow area.

	•	On July 11, 2018, the B.C. Liquor Distribution Board, the retailer and distributor of non-medical cannabis for the province of British Columbia, entered into memorandums of understanding with 32 Licenced Producers which included Flowr to form its initial wholesale product assortment to cater the B.C. market. As of the date of this report, the supply agreement is in the final stages of being ratified.

	•	On August 10, 2018, Flowr was granted by Health Canada, an amendment to remove the restrictions on its ACMPR Licence and in the process, the Company obtained its sales licence.

	•	On August 20, 2018, the Ontario Cannabis Store announced that it had entered into supply agreements with 26 Licensed Producers including Flowr. The supply agreement as of the date of this report is in the final stages of signing.

Outlook

	•	Differentiate itself from other Licensed Producers by providing high quality cannabis products;

	•	Pursue and maintain the following certifications; Good Manufacturing Practices, ISO 9001 - Quality Management System, ISO 14001 – Environmental Management System and Occupational Health and Safety Assessment Series 18001.

	•	Enforce quality assurance protocols that will be among the most rigorous in the industry.


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

Quarterly Summary

The amounts are derived from the condensed interim consolidated financial statements prepared under IFRS.

	Three months ended				Six months ended June
In thousands of CAD dollars, except per			June 30,				30,
share amounts
	2018		2017		2018		2017
Revenue	-		-		-		-
Production costs	881		65		1,748		89
SG&A	1,521		295		2,735		494
Share based compensation	1,088		-		1,473		-
Net loss – continuing operations	(3,633	)	(232	)	(6,215	)	450
Loss per share (basic and diluted)	(0.04	)	(0.00	)	(0.07	)	(0.01	)
Cash used in investing activities	1,924		1,019		7,023		1,093
Cash from financing activities	11,302		3,750		12,085		3,750

Results of Operations

Three Months Ended June 30, 2018, and June 30,2017

Net loss in Q2 2018 totalled $3,632,511 and was $3,400,011 higher than the net loss in Q2 2017. The increase is mainly driven by the ramp up of the activities of the Company in Q2 2018 with the commencement of the cultivation operations in January 2018 and the harvests commencing in April 2018. Key costs contributing to a higher net loss in Q2 2018 were production costs, selling, general and administrative expenses and share-based compensation. Production costs for Q2 2018 were $881,334 compared to $64,530 in Q2 2017. Selling, general and administrative expenditures were $1,521,110 compared to $294,865 in Q2 2018. Share-based compensation was $1,087,611 in Q2 2018 compared to a $nil amount in Q2 2017. Share-based compensation in Q2 2018 resulted from the issuance of stock options in 2017 and on June 1, 2018. The increased amount of stock-based compensation expense is due to the accelerated vesting of options that were transferred from an employee that left the Company to an existing Director and Officer. The options vest equally over a 36-month period for most of the optionees and a 31-month period for one optionee and expire 5 years from the date of the grant.

Six Months Ended June 30, 2018, and June 30, 2017

The Company incurred a net loss of $6,214,789 during YTD 2018 compared to a net loss of $450,314 during YTD 2017 resulting in an increased loss of $5,764,475 (period-over-period). The higher loss in YTD 2018 was driven by the ramp up of the activities of the Company with the commencement of the cultivation operations in January 2018. The following were the key expenditures that contributed to the higher loss during YTD 2018 period with selling, general and administrative costs being the most significant:

	•	Selling, general and administrative costs of $2,735,224 in YTD 2018 were higher by $2,241,664 compared to $493,560 costs in YTD 2017.
	•	Productions costs of $1,747,849 in YTD 2018 were $1,658,606 higher compared to $89,243 in YTD 2017.
	•	Research and development were $189,842 in YTD 2018 compared to a $nil amount in YTD 2017.


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

	•	Share-based compensation was $1,473,435 compared to a $nil amount in YTD 2017.
	•	Other expenses and depreciation in aggregate of $68,439 in YTD 2018 compared to a recovery of $132,489 in YTD 2017 contributed $187,720 increase to the loss.

Cash used in investing and from financing activities

The cash used in investing activities increased to $1,924,474 in Q2 2018 compared to $1,019,229 Q2 2017 due to the continuing of the construction activities to complete the Facility. Management anticipates the construction of the Facility to be completed by year end 2018.

Net cash provided from financing activities in Q2 2018 was $11,301,633 compared to $3,750,000 in Q2 2017. The increase is largely due to the result of the financing transactions under the Non-Brokered Private Placements closed during YTD 2018 with the Company receiving gross proceeds of $11,348,859.

Total Assets and liabilities

In thousands of CAD dollars	June 30,	December 31, 2017
	2018
Total assets	29,149	21,502
Total liabilities	2,258	1,956

Total assets as at June 30, 2018 increased by a net of $7,647,461 from the end of FY 2017. The change is largely attributed to the increase in property, plant & equipment of $6,089,860 in relation to the construction of the Facility. In addition, cash and cash equivalents increased by $1,763,955 and prepaid and inventories increased by $187,660, respectively. The increase was offset by the decrease in amounts receivable of $517,335 and investments at fair value of $58,555.

Liquidity and Capital Resources

Liquidity
The main sources of liquidity are the Company's cash and cash equivalents, stock option exercises and equity issuances. As at June 30, 2018, cash and cash equivalents were $9,513,654 compared to $7,749,699 at December 31, 2017.

	o	On December 28, 2017, 14,185,000 Flowr Class A shares were issued for aggregate gross proceeds of $14,185,000; and

	o	On January 9, 2018, 815,000 Flowr Class A shares were issued for aggregate gross proceeds of $815,000.

On July 18, 2018, Flowr completed a Non-Brokered Private Placement of 5,309,361 Flowr Common Shares at a price of $2.60 per share, for aggregate gross proceeds of $13,804,339. The Non-Brokered Private Placement closed on a rolling basis in five tranches, as follows:


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

	o	On April 11, 2018, 3,310,330 Flowr common shares were issued for aggregate gross proceeds of $8,606,858;

	o	On April 23, 2018, 970,232 Flowr common shares were issued for aggregate gross proceeds of $2,522,603;

	o	On May 28, 2018, 84,382 Flowr common shares were issued for aggregate gross proceeds of $219,393;

	o	On July 12, 2018, 896,151 Flowr common shares were issued for aggregate gross proceeds of $2,329,993.

	o	On July 18, 2018, 48,266 Flowr common shares were issued for aggregate gross proceeds of $125,492

Working Capital
As at June 30, 2018, the Company had working capital of $7,900,308 (December 31, 2017 — $6,767,797), calculated as total current assets less total current liabilities. The increase in working capital of $1,132,511 is mostly due to the financing transactions completed during YTD 2018.

Going Concern
As at June 30, 2018, the Company had no sources of operating cash flows and did not have sufficient cash to fund the completion of its Facility. The Company will need to raise additional capital through the issuance of equity. Although the Company has been successful in its past fundraising activities, there is no assurance as to the success of future fundraising efforts or as to the sufficiency of funds raised in the future. If funds are not raised, it would result in further curtailment of activities or delays.

Also, Flowr expects to receive its sales licence shortly, however, there can be no guarantee that Health Canada will grant the sales licence.

The Company’s contractual obligations as at the end of June 30, 2018 are set out below:

Contractual Obligations	Total	Less than 1	1 –2 years	After 2
In thousands of CAD dollars		year		years
Trade and other payables	2,141	2,141	-	-
Due to related parties	117	117	-	-
Total contractual obligations	2,258	2,258	-	-

Commitments and Contingencies

The Company had no contingent liabilities as at June 30, 2018.


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

Future minimum payments as at June 30, 2018, under agreements to which the Company is a party are as follows:

In thousands of CAD dollars	Less than 1 year	1–5 years	Over 5 years	Total
Lease commitments	423	1,580	6,004	8,007
Purchase obligations	18	-	-	18

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as at June 30, 2018.

Transactions with Related Parties

Key management personnel are defined as directors and senior officers of the Company.

Transactions with related parties during YTD 2018 and YTD 2017 are listed below:

(a) Compensation of Key Management Personnel:

In thousands of CAD dollars	Six Months Ended June 30,
	2018	2017
Salaries and benefits	696	101
Share-based compensation		-
	1,474
Total	2,170	101

(b) Transactions with employees, shareholders and officers

As at June 30, 2018, the following related party amounts were included in (a) prepaid expenses and other assets (b) loan receivable (c) due to related parties (d) property, plant and equipment (e) accounts payable and accrued liabilities were as follows;


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

In thousands of CAD dollars	For the Period Ended,
	June 30, 2018	December 31, 2017
(a) Amounts in relation to reimbursable expenses due from a corporation whose principal is a director and officer of Flowr	90	96
(b) Loan to shareholder and employee of Flowr bearing interest at 1% per annum	25	25
(c) i) Shareholder advance payable to a director and officer of Flowr	-	25
ii) Reimbursable expenses due to a corporation with directors and officers in common with Flowr	117	3
(d) Fees paid to a company for the construction of Facility whose principal is an employee and shareholder of Flowr	1,318	5,928
(e) Amounts due to a construction company whose principal is an employee and shareholder of Flowr	288	1,104

Included in general and administrative expense are amounts paid to shareholders or to companies whose principals are either a shareholder, director or officer of Flowr as follows:

All the above transactions are in the normal course of operations and are measured at the exchange amounts, being the amounts agreed to by the parties involved.


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

Financial Instruments

In thousands of CAD dollars
	Fair Value at	Basis of Measurement	Financial
	June 30, 2018		Instruments
Financial Assets
Cash and cash equivalents	9,514	Carrying value	Amortized cost
Amounts and loan receivable	305	Carrying value	Amortized cost
Plant Properties warrants	277	Carrying value	FVPL
Financial Liabilities
Accounts payable and accrued liabilities	2,141	Carrying value	Amortized cost
Due to related parties	117	Carrying value	Amortized cost

Amortized cost — Cash and cash equivalents, short-term deposits, amounts receivables, other current assets, trade and other payables mature in the short term and their carrying values approximate to their fair values.

FVPL – Investments and non hedging derivative instruments (such as warrants) are recognized at fair value and changes in fair value are recognized in other income and expenses in the consolidated statement of earnings (loss).

Risk Management

The Company's exposure to financial instruments includes, but is not limited to, the following risks:

Market risk

Market risk is the risk that the future cash flows or the fair value of a financial instrument will fluctuate because of changes in market conditions. The Company operates in an industry regulated by Health Canada and the ACMPR. Changes in legislation could have significant impact on the Company’s operations.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's credit risk is primarily associated with liquid financial assets. The Company limits exposure to credit risk on liquid financial assets by holding cash and cash equivalents at highly-rated financial institutions. As at June 30, 2018 the Company had a loan receivable of $25,000 (December 31, 2017 - $25,000) and amounts receivable of $280,210 (December 31, 2017 - $797,545). The Company is not significantly exposed to credit risk as these receivables comprise 1.1% (2017 – 3.6%) of the Company’s total assets.

Liquidity Risk


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

The Company will need to raise additional capital through equity issuances or debt financing in order to continue funding its construction of the Facility.

Capital Risk Management

The Company considers its capital to be its equity. The Company’s objective for capital management is to: (i) maintain sufficient levels of liquidity to fund and support its capital projects and operating activities; (ii) maintain a strong financial position to ensure it has ready access to debt and equity markets to supplement free cash flow being invested in its growth projects. The Company monitors its financial position and the potential impact of adverse market conditions on an ongoing basis. The Company manages its capital structure and adjusts it based on prevailing market conditions and according to its business plan. The Company's long-term funding strategy is to maintain a capital structure comprised primarily of equity sourced from equity offerings and net earnings generated from its operations.

Future Accounting Standards and Pronouncements

The following new standard IFRS 16 is not yet effective for the period ending June 30, 2018 and has not been applied when preparing these consolidated financial statements.

The Company’s assessment of IFRS 16 is set out below.

IFRS 16, Leases
IFRS 16, issued in January 2017, replaces IAS 17, Leases. IFRS 16 results in most leases being reported on the statement of financial position for lessees, eliminating the distinction between a finance lease and an operating lease. The standard is expected to impact the accounting for the Company’s operating leases, which are currently reflected in the consolidated statements of loss and in the Company’s disclosure in respect of future commitments. Under IFRS 16, all operating leases, except for short term and low value leases, are expected to be accounted for as finance leases. As a result, the leased assets and the associated obligations are recognized in the consolidated statements of financial position. The leased assets will be depreciated over the shorter of the estimated useful life of the asset and the lease term. The lease payments are apportioned between finance charges and a reduction of the lease liability. The current operating lease expense will be replaced with a depreciation charge on the leased assets and a finance charge on the lease liability, which are in aggregate expected to result in a higher total periodic expense in the earlier periods of the lease.

IFRS 16 is effective for annual periods beginning on or after January 1, 2019. The Company is currently assessing the impact on its consolidated financial statements.

Risk and Uncertainties

Among others, the Company is subject to the following risks and uncertainties:

	•	The Company has limited operating history and uncertainty of future revenues;
	•	The Company relies on obtaining and retaining licences for the production and sales of cannabis;
	•	The failure to obtain a sales licence would have a material adverse impact on the Company;


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

	•	The Company is subject to various laws and regulations. The commercial cannabis industry is a new industry in Canada and the Company may ultimately be unable to succeed in this new industry and market;
	•	The Company is subject to change in laws and regulations federally and in each province;
	•	The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls;
	•	The Company has incurred losses in recent periods and may not be able to achieve or maintain profitability;
	•	The Company will require further funding to complete its Facility;
	•	The market in which the Company operates is competitive and fast moving and may become even more competitive;
	•	The performance of the Company will depend heavily on its ability to retain, and recruit, the services of management, suppliers and skilled personnel;
	•	The Company’s ACMPR licence, activities and resources are focused on the Facility and adverse changes to the Facility could have a material impact on the Company’s business;
	•	The risk of breaches of security at the Facility, in respect to electronic documents, data storage and risks related to breaches of applicable privacy laws;
	•	The Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation if products are alleged to have caused significant loss or injury;
	•	The Company could be required to incur the unexpected expense of a recall and any legal proceedings that might arise in connection with the recall;
	•	The risk of insurance coverage not being available for certain risks or too cost prohibitive to maintain;
	•	The Company is not assured that competitors will not develop similar technology, business methods or that the Company will be able to exercise its legal rights;
	•	Certain directors and officers of the Company are also directors and officers of other companies and there exists the possibility for an officer and director to be in a position of conflict;
	•	The development of Flowr’s business and operations may be hindered by applicable regulatory restrictions on sales and marketing activities;
	•	The control of the Company by majority shareholders could adversely impact the valuation of the Company;
	•	Sales of Resulting Issuer shares in the public market could occur at any time;
	•	The Company cannot guarantee with certainty the use of proceeds from capital raisings;
	•	The risks associated with the agricultural sector such as insects, plant diseases and similar agricultural risks;
	•	The Company’s operations are subject to environmental regulation and risks;
	•	The risk of unfavourable publicity or consumer perception of the cannabis industry;
	•	The market price of the Resulting Issuer shares may be subject to wide price fluctuations;
	•	The Company relies on efficient transport services;
	•	The Company will be vulnerable to rising energy costs;
	•	The Company relies on certain key inputs;
	•	The Company may have difficulty forecasting future demand and competitive conditions;
	•	The Company may become party to unforeseen litigation which could adversely affect its business;
	•	The Company does not anticipate paying any dividends in the foreseeable future; and


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

•

There can be no assurance that an active and liquid marketing for Resulting Issuer shares will exist.

Share Capital Information

Securities		Common shares on exercise
Common shares		56,884,361
Preferred A shares		15,000,000
Preferred B shares		44,100,000
Stock options		12,020,530
Fully diluted share capital		128,004,891

Disclosure Controls and Procedures


	MANAGEMENT’S DISCUSSION & ANALYSIS
	For the Three and Six Months Ended June 30, 2018

Forward-looking Information

SCHEDULE “I” PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE
RESULTING ISSUER

(SEE ATTACHED)

THE NEEDLE CAPITAL CORP.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
Prepared by Management
(Expressed in Canadian dollars)

THE NEEDLE CAPITAL CORP.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Expressed in Canadian dollars)

			The
	The Flowr		Needle Capital
	Corporation		Corp.						Pro Forma
									Consolidated
	June 30		March 31				Pro Forma		June 30
As at	2018		2018		Note		Adjustments		2018

Assets
Current
Cash and cash equivalents	9,513,654		326,532		2		(300,000	)	47,947,782
					3	(a)	35,850,108
					3	(b)	72,000
					3	(c)	30,000
					3	(d)	2,455,484
					3	(e)	3
Amounts receivable	280,210		-				-		280,210
Prepaids and other receivables	288,380		-				-		288,380
Inventories	51,293		-				-		51,293
Loan receivable	25,000		-				-		25,000
Total Current Assets	10,158,537		326,532				38,107,596		48,592,665

Investments	277,015		-				-		277,015
Property, plant and equipment	15,369,097		-				-		15,369,097
Intangibles	3,294,679		-				-		3,294,679
Long term advances	50,000		-				-		50,000
Total Assets	29,149,328		326,532				38,107,596		67,583,456

Liabilities
Current
Accounts payable and accrued liabilities	2,140,799		3,500				-		2,144,299
Due to related parties	117,429		-				-		117,429
Total Liabilities	2,258,228		3,500				-		2,261,728

Shareholders’ Equity
Share capital	30,955,589		385,600		2		1,440,000		71,825,859
					3	(a)	35,850,108
					3	(b)	182,800
					3	(c)	66,000
					3	(d)	2,455,484
					3	(e)	875,878
					3	(g)	(385,600	)

Contributed surplus	1,323,348		74,000		2		110,800		12,909,273
					2		36,000
					3	(b)	(110,800	)
					3	(c)	(36,000	)
					3	(e)	(875,875	)
					3	(f)	12,461,800
					3	(g)	(74,000	)

Retained earnings (deficit)	(5,596,763	)	(136,568	)	2		(1,563,768	)	(19,622.331	)
					3	(f)	(12,461,800	)
					3	(g)	136,568
Equity attributable to common Shareholders of the Company	26,682,174		323,032				38,107,596		65,112,802

Non-controlling interests	208,926		-				-		208,926
Total Equity	26,891,100		323,032				38,107,596		65,321,728
Total Liabilities and Equity	29,149,328		326,532				38,107,596		67,583,456

See accompanying notes to the unaudited pro forma consolidated financial statements.

THE NEEDLE CAPITAL CORP.

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise stated)
(Unaudited)

1.	Basis of presentation

The accompanying unaudited pro forma consolidated statement of financial position (the “Pro Forma”) of The Needle Capital Corp. (“Needle” or the “Corporation”) has been prepared by management to show the proposed transaction (the “Transaction”) as described in Note 2. Needle was incorporated pursuant to articles of incorporation dated June 1, 2017, under the ABCA. The rd principal and registered office of the Corporation is located at 1900, 520 - 3 Avenue SW, Calgary, Alberta, T2P 0R3.

The Pro Forma has been prepared from information derived from, and should be read in conjunction with, the following condensed interim financial statements:

	i.	the unaudited condensed interim consolidated statement of financial position of The Flowr Corporation as at June 30, 2018; and

	ii.	the unaudited condensed interim statement of financial position of The Needle Corp. as at March 31, 2018;

The Pro Forma of the Corporation as at June 30, 2018 has been presented assuming the transaction had been completed on June 3o, 2018.

The Pro Forma has been compiled using the significant accounting policies as set out in the audited consolidated financial statements of The Flowr Corporation for the year ended December 31, 2017.

It is managements’ opinion that the Pro Forma includes all adjustments necessary for the fair presentation of the Transaction described in Note 2 in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

The Pro Forma does not include all the information and disclosures required by IFRS for annual financial statements. The Pro Forma has been prepared for illustration purposes only and may not be indicative of the results or financial position had the Transaction been in effect as at June 30, 2018.

2.	Transaction

On August 27, 2018, Needle and The Flowr Corporation (“Flowr”) entered into the Business Combination Agreement (the “Agreement”) pursuant to which the parties have agreed to complete the Transaction involving the amalgamation of Flowr and a fully-owned subsidiary of the Corporation. Pursuant to the Business Combination Agreement, the Corporation will first complete a consolidation of its outstanding equity instruments on a 13:1 basis (“the Consolidation”) and the continuance of the Corporation from the ABCA to the OBCA (the “Continuance”). Subsequent to the completion of the Consolidation and Continuance, the Corporation shall issue (on a post-Consolidation basis) 85,692,095 Resulting Issuer Shares, 4,325,000 Resulting Issuer Stock Options, 7,695,530 Resulting Issuer ESOP Options, and 441,720 Resulting Issuer Compensation Options for each Flowr Share, Flowr Stock Option, Flowr ESOP Option and Flowr Compensation Option, respectively. In addition, a total of 44,100,000 Resulting Issuer Shares will be reserved for issuance upon the conversion of the Flowr ULC Class A Shares. If the Flowr Compensation Options have not been issued by Flowr as of the Closing Date, the Resulting Issuer has agreed that it is contractually obligated to issue Resulting Issuer Options on the same terms subject to appropriate adjustments described above.

It is also expected that prior to, or concurrently with, the completion of the Transaction, the Corporation will change its name to “The Flowr Corporation” or such other name as the Board may determine (the “Name Change”). The Name Change, Consolidation and Continuance were approved by the special resolution of the Needle shareholders at the annual and special meeting of the Needle Shareholders held on April 13, 2018.

The Transaction does not meet the definition of a business combination and is therefore accounted for as an asset acquisition under IFRS 2 – Share-based payment. Flowr has been identified as the acquirer for accounting purposes. The preliminary Transaction cost has been determined as follows:

Fair value of 553,846 shares issued	$	1,440,000
Fair value of 55,384 stock options issued		110,800
Fair value of 23,076 share purchase warrants issued		36,000
Total consideration transferred	$	1,586,800

Cash and cash equivalents	$	326,532
Accounts payable and accrued liabilities		(3,500	)
Net assets acquired	$	323,032

Excess attributed to transaction costs	$	1,263,768
Estimated legal fees and other transaction costs		300,000
Total transaction costs	$	1,563,768

THE NEEDLE CAPITAL CORP.

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise stated)
(Unaudited)

3.	Pro forma assumptions and adjustments

The Pro Forma give effect to the following assumptions as if they had occurred on June 30, 2018:

	(a)	Proceeds from the proposed brokered private placement of 13,807,734 Flowr Subscription Receipts at a price of $2.60 per Flowr Subscription Receipt for aggregate gross proceeds of $35,900,108. Each such Flowr Subscription Receipt entitling the holder thereof to acquire one Flowr Common Share for no additional consideration and without further action or formality on the part of the holder thereof. Less estimated unit issuance costs of $50,000.

	(b)	Assumed exercise of 55,384 stock options at a price of $1.30 per common share for cash proceeds of $72,000. In addition, $110,800, representing the value assigned to the options exercised, was transferred from contributed surplus to share capital.

	(c)	Assumed exercise of 23,076 share purchase warrants at a price of $1.30 per common share for cash proceeds of $30,000. In addition, $36,000, representing the value assigned to the options exercised, was transferred from contributed surplus to share capital.

	(d)	Flowr closed the remaining 2 tranches of a 5-tranche private placement from July 1, 2018 to July 18, 2018 for the issuance of 944,417 common shares at a price of $2.60 per share for gross proceeds of $2,455,484.

	(e)	Exercise of 3,128,125 Flowr stock options at a price of $0.000001 per common share for cash proceeds of $3. In addition, $875,875, representing the value assigned to the stock options exercised, was transferred from contributed surplus to share capital.

	(f)	Grant of 6,820,530 stock options of Flowr at an exercise price of $2.60 expiring in August, 2023. 185,000 options vest in 3 equal tranches 15, 27, and 39 months from the date of the grant. 6,635,530 options vest in 36 equal tranches over 36 months from the date of the grant. For the purposes of this Pro Forma, the value of the options assigned to contributed surplus of $12,461,800 is calculated as if the options had vested immediately on the date of the grant rather than over the vesting periods described above.

	(g)	Historical equity balances of Needle are eliminated.

4.	Pro forma share capital

Pro forma share capital as at June 30, 2018 has been determined as follows:

	Number
	of Shares			Value
Common shares of Needle issued and outstanding as at March 31, 2018	7,200,000		$	385,600
Effect of 13:1 consolidation	(6,646,154	)		-
Fair value of common shares held by Needle (Note 2)	-			1,440,000
Assumed stock option exercise (Note 3(b))	55,384			182,800
Assumed share purchase warrant exercise (Note 3(c))	23,076			66,000
Conversion of subscription receipts (Note 3(a))	13,807,734			35,850,108
Elimination of historical share capital of Needle (Note 3(g))	-			(385,600	)
Common shares of Flowr issued and outstanding as at June 30, 2018	67,811,819			30,955,589
Common shares issued in private placements from July 1, 2018 to July 18, 2018 (Note 3(d))	944,417			2,455,484
Stock options exercised (Note 3(e))	3,128,125			875,878
Pro forma share capital	86,324,401		$	71,825,859

THE NEEDLE CAPITAL CORP.

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise stated)
(Unaudited)

5.	Pro forma contributed surplus

Pro forma contributed surplus as at June 30, 2018 has been determined as follows:

	Number of
	Share Purchase
	Warrants			Value
Share purchase warrants of Needle issued and outstanding as at March 31, 2018	300,000		$	17,000
Effect of 13:1 consolidation	(276,924	)		-
Fair value of share purchase warrants held by Needle (Note 2)	-			36,000
Assumed warrant exercise (Note 3(c))	(23,076	)		(36,000	)
Elimination of historical contributed surplus of Needle (Note 3(g))	-			(17,000	)
Pro forma warrant reserve	-		$	-

	Number of
	Stock Options			Value
Stock options of Needle issued and outstanding as at March 31, 2018	720,000		$	57,000
Effect of 13:1 consolidation	(664,616	)		-
Fair value of stock options held by Needle (Note 2)	-			110,800
Assumed stock option exercise (Note 3(b))	(55,384	)		(110,800	)
Elimination of historical contributed surplus of Needle (Note 3(g))	-			(57,000	)
Stock options of Flowr issued and outstanding as at June 30, 2018	8,328,125			1,323,348
Stock options exercised (Note 3(e))	(3,128,125	)		(875,875	)
Stock options granted (Note 3(f))	6,820,530			12,461,800
Pro forma option reserve	12,020,530		$	12,909,273
Pro forma contributed surplus			$	12,909,273

EX-99.17 18 exhibit99-17.htm EXHIBIT 99.17 The Flowr Corp.: Exhibit 99.17 - Filed by newsfilecorp.com

MATERIAL CHANGE REPORT

1.	Name and address of Company

The Flowr Corporation (the “Corporation”)
100 Allstate Parkway
Suite 201
Markham, ON L3R 6H3

2.	Date of Material Change

September 21, 2018

3.	News Release

A press release disclosing the material change was disseminated on September 21, 2018, through Globe Newswire and was subsequently filed on SEDAR.

4.	Summary of Material Change

On September 21, 2018, The Flowr Corporation (formerly The Needle Capital Corp.) announced the completion of its previously announced qualifying transaction (the “Transaction”) under the policies of the TSX Venture Exchange (the “TSXV”) as well as the previously announced $35,900,104 brokered and non-brokered subscription receipt offering. The Transaction was structured as a three-cornered amalgamation, pursuant to which the Ontario private company named The Flowr Corporation (the “Predecessor Flowr”) amalgamated with 2652253 Ontario Inc. The amalgamated entity, named The Flowr Group Inc., is a wholly-owned subsidiary of the Corporation.

5.	Full Description of Material Change

On September 21, 2018, the Corporation announced the completion of the previously announced Transaction under the policies of the TSXV as well as the satisfaction of all of the escrow release conditions of the previously completed $35,900,104 non-brokered and brokered private placement. In connection with the Transaction, Predecessor Flowr amalgamated with 2652253 Ontario Inc. to establish a new entity named The Flowr Group Inc. which is a wholly-owned subsidiary of the Corporation.

The Corporation received conditional approval for the Transaction from the TSXV on September 12, 2018, and the Corporation’s common shares commenced trading on the TSXV under the symbol “FLWR” on September 26, 2018. As previously announced, Predecessor Flowr completed a non-brokered and a brokered private placement of subscription receipts for gross proceeds $35,900,104 led by a syndicate of agents co-led by Clarus Securities Inc. and Eight Capital and including Sprott Capital Partners, Echelon Wealth Partners Inc. and Industrial Alliance Securities Inc. (the “Financing”). In connection with the completion of the Transaction, each subscription receipt was automatically exchanged for one common share of the Predecessor Flowr.

Prior to the completion of the Transaction, the Corporation consolidated its common shares (each a “Share” and collectively, the “Shares”) on the basis of one (1) post-consolidation Share for every thirteen (13) pre-consolidation Share. The consolidation was approved by the shareholders of the Corporation at its annual and special meeting of shareholders held on April 13, 2018.

Following completion of the Transaction, the holders of securities of the Predecessor Flowr, received on substantially the same terms, an equal number of securities, in the capital of the Corporation in exchange for their equivalent outstanding securities of Predecessor Flowr. Following the completion of the Transaction, the former shareholders of Predecessor Flowr (including those investors under the Financing) hold a significant majority of the outstanding Shares. There are currently 86,282,864 Shares outstanding following completion of the Transaction and Financing. For additional information about the Corporation and the Transaction, please refer to the filing statement dated September 19, 2018 (the “Filing Statement”) which has been filed on the Corporation’s profile on SEDAR (www.sedar.com). Pursuant to the terms of a surplus security escrow agreement dated September 20, 2018 among the Corporation, Computershare Investor Services Inc., as escrow agent, and certain securityholders of the Corporation, an aggregate of 52,271,194 Shares have been placed in escrow, whereby 10% of such securities will be released immediately upon the issuance of the TSXV bulletin evidencing final acceptance of the Transaction, with the balance to be released in three tranches of 20%, 30% and 40% every six months thereafter. In addition, 15,284,582 Shares are subject to a four month hold period in accordance with the policies of TSXV, whereby 20% of such securities will be released upon closing of the Transaction, with the balance to be released in four equal tranches of 20% every month thereafter.

Thomas Flow Investments Inc., governed by the laws of Canada and owned by Thomas Flow (a director and employee of the Corporation), on a fully diluted basis owns 26,025,000 of Resulting Issuer Shares, which is 18.2% of the total issued and outstanding Shares. Core Flow Canada Holdings Inc., governed by the laws of New York and controlled by Steve Klein (a director of the Corporation), on a fully diluted basis, owns 49,419,014 Shares, which is 34.6% of the total issued and outstanding Shares.

In connection with the Transaction, the Corporation completed a continuance from the province of Alberta to the province of Ontario. The continuance was approved by the shareholders of the Corporation at its annual and special meeting of shareholders held on April 13, 2018.

Further details of the Transaction are described in the Corporation’s press release attached hereto as Schedule “A”, which press release is incorporated by reference herein.

6.	Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

7.	Omitted Information

No significant facts have been omitted from this report.

8.	Executive Officer

For further information, please contact Alexander Dann, 905-940-3993 ext. 1503

9.	Date of Report

This material change report is dated September 26, 2018.

SCHEDULE “A”

PRESS RELEASE

THE FLOWR CORPORATION/ THE NEEDLE CAPITAL CORP. ANNOUNCE COMPLETION OF THE QUALIFYING TRANSACTION

Toronto, ON, Canada, Sept. 21, 2018 (GLOBE NEWSWIRE) -- The Flowr Corporation (“Flowr” or the “Company”) and The Needle Capital Corp. (“Needle”) are pleased to announce the completion of the previously-announced qualifying transaction under the policies of the TSX Venture Exchange (the “TSXV”).

Pursuant to a business combination agreement entered into between Needle, Flowr and 2652253 Ontario Inc. ("Subco") as of August 27, 2018, as amended, Needle and Flowr completed a transaction that resulted in a reverse takeover of Needle by the shareholders of Flowr (the “Transaction”) to ultimately form the resulting issuer (the “Resulting Issuer”). The Transaction also provides for the exchange, into common shares of the Resulting Issuer (the “Resulting Issuer Shares”), of the subscription receipts issued in connection with Flowr’s previously-announced $35,900,104 non-brokered private placement and brokered private placement co-led by Clarus Securities Inc. and Eight Capital on behalf of a syndicate of agents (the “Financing”).

Flowr and Needle received conditional approval for the Transaction from the TSXV on September 12, 2018 and the Resulting Issuer Shares are expected to commence trading on the TSXV under the symbol “FLWR” on September 26, 2018.

“Management and the Board of Directors are extremely pleased with the successful completion of our recent Financing, and we look forward to having Flowr trading on the TSXV,” said Founder and President Tom Flow. “We have been harvesting at our Kelowna facility since April, and recently received our sales license from Health Canada. Over the next few months we look forward to introducing our products to both the medical community and the upcoming adult-use market while continuing to ramp up production in Kelowna. With the team we’ve assembled and the facility we’re building, we feel poised to become a premier player in the cannabis space.”

CEO Vinay Tolia added: “Our mission is to provide the highest quality cannabis in the world. Tom Flow has been a leader in this industry since it began and there’s no one equal at constructing and operating cultivation facilities. My partners and I founded this company with Tom and along with him we are the largest shareholders because we believe in this company’s future.”

The Transaction

Immediately prior to the completion of the Transaction, Needle filed articles of amendment to: (a) change its name from “The Needle Capital Corp.” to “The Flowr Corporation”; and (b) consolidate its share capital on the basis of one post-consolidation share for each 13 pre-consolidation shares.

The Transaction was structured as a three-cornered amalgamation pursuant to which Flowr amalgamated with Subco to form an amalgamated entity, named The Flowr Group Inc. In addition to the Needle common shares, options and agent’s warrants currently outstanding, the Transaction involved the issuance of 85,692,095 Resulting Issuer Shares (including the Resulting Issuer Shares issued in connection with the Financing). In addition, the Resulting Issuer issued Resulting Issuer stock options and Resulting Issuer broker warrants, in exchange for the outstanding Flowr stock options; and broker warrants, respectively.

As previously announced, Flowr completed the Financing for 13,807,734 subscription receipts and gross proceeds of $35,900,104. In connection with the completion of the Transaction, each subscription receipt issued pursuant to the Financing was automatically exchanged for one Resulting Issuer Share in the capital of the Resulting Issuer.

Following the completion of the Transaction, there are 86,245,945 Resulting Issuer Shares outstanding in the capital of the Resulting Issuer.

Upon closing of the Transaction, the members of Needle’s board resigned and were replaced with the members of the Flowr board of directors, being Tom Flow, Steve Klein, David Miller, Lyle Oberg, Rishi Shah and David Towill. In addition, all officers of Needle resigned at Closing, and the following officers were appointed: (i) Vinay Tolia as Chief Executive Officer; (ii) Tom Flow as President; (iii) Alex Dann as Chief Financial Officer; (iv) David Ralston as Chief Operating Officer; and (v) David Miller as Corporate Secretary.

The Transaction remains subject to the final approval of the TSX Venture Exchange.

About The Flowr Corporation

Flowr, 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, B.C., Flowr builds and operates large-scale, GMP compliant cultivation facilities utilizing their 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.

Website: flowr.ca

Further Information

For further information regarding the Transaction, please refer to the filing statement of Needle and The Flowr Corporation dated as of September 17, 2018, available on SEDAR at www.sedar.com. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities Flowr should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, the commencement of trading and the parties' ability to receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will be completed on the terms described above. Flowr assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

EX-99.18 19 exhibit99-18.htm EXHIBIT 99.18 The Flowr Corp.: Exhibit 99.18 - Filed by newsfilecorp.com

EX-99.19 20 exhibit99-19.htm EXHIBIT 99.19 The Flowr Corp.: Exhibit 99.19 - Filed by newsfilecorp.com

THE FLOWR CORPORATION

and

THE NEEDLE CAPITAL CORP.

and

2652253 ONTARIO INC.

BUSINESS COMBINATION AGREEMENT

August 27, 2018

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION		1
Section 1.1	Definitions	1
Section 1.2	Singular, Plural, etc.	11
Section 1.3	Deemed Currency	11
Section 1.4	Headings, etc	11
Section 1.5	Date for any Action	12
Section 1.6	Governing Law	12
Section 1.7	Attornment	12

ARTICLE 2 THE BUSINESS COMBINATION		12
Section 2.1	Business Combination Steps	12
Section 2.2	Implementation Covenants	15
Section 2.3	Board of Directors and Senior Officers	18

ARTICLE 3 PUBLICITY		18
Section 3.1	Publicity	18

ARTICLE 4 REPRESENTATIONS AND WARRANTIES		18
Section 4.1	Representations and Warranties of Flowr	18
Section 4.2	Representations and Warranties of Needle	25
Section 4.3	Representations and Warranties of Subco	30
Section 4.4	Survival	31

ARTICLE 5 CONDUCT OF BUSINESS		31
Section 5.1	Conduct of Business by the Parties	31

ARTICLE 6 COVENANTS		32
Section 6.1	Waiver of Notice of Subco Shareholder Meeting and Resolution in Lieu of Meeting by Needle32
Section 6.2	Representations and Warranties	32
Section 6.3	Notice of Material Change	33
Section 6.4	Non-Solicitation	33
Section 6.5	Covenants of Subco	33
Section 6.6	Finder's Fee Agreement	34
Section 6.7	Other Covenants	34

ARTICLE 7 MUTUAL COVENANTS		34
Section 7.1	Other Filings	34
Section 7.2	Additional Agreements	35
Section 7.4	Confidentiality	35

ARTICLE 8 CONDITIONS AND CLOSING MATTERS		36
Section 8.1	Mutual Conditions Precedent	36
Section 8.2	Additional Conditions Precedent to the Obligations of Flowr	37
Section 8.3	Additional Conditions Precedent to the Obligations of Needle and Subco	39
Section 8.4	Notice of Failure to Comply with Covenants or Conditions	41
Section 8.5	Merger of Conditions	41
Section 8.6	Closing Matters	41

ARTICLE 9 TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS		42
Section 9.1	Termination	42
Section 9.2	Effect of Termination	42
Section 9.3	Fees and Expenses	42
Section 9.4	Amendment	42
Section 9.5	Dissenting Shareholders	42
Section 9.6	Waiver	43

ARTICLE 10 GENERAL		43

Section 10.1	Notices	43
Section 10.2	Assignment	44
Section 10.3	Complete Agreement	44
Section 10.4	Further Assurances	44
Section 10.5	Severability	44
Section 10.6	Counterpart Execution	44
Section 10.7	Investigation by Parties	44
Section 10.8	Public Announcement; Disclosure and Confidentiality	45

SCHEDULE "A"		1

SCHEDULE "B"		2

BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT is made as of August 27, 2018, between THE FLOWR CORPORATION ("Flowr"), a corporation incorporated under the laws of the Province of Ontario, THE NEEDLE CAPITAL CORP. ("Needle"), a corporation incorporated under the laws of the Province of Alberta and 2652253 ONTARIO INC. ("Subco"), a corporation incorporated under the laws of the Province of Ontario (each a "Party" and collectively, the "Parties").

WHEREAS Needle is a "Capital Pool Company" as defined by Policy 2.4 of the TSX Venture Exchange ("TSXV"), and wishes to complete a "Qualifying Transaction" with Flowr within the meaning thereof;

AND WHEREAS pursuant to a letter of intent between Flowr and Needle dated February 12, 2018, Flowr and Needle propose to complete the Business Combination (as defined below) as the Qualifying Transaction of Needle, and upon completion of the Business Combination, Needle will become the Resulting Issuer (as defined below);

AND WHEREAS as part of the Business Combination, Flowr and Subco will complete a statutory amalgamation under the provisions of the OBCA (as defined below) to create Amalco (as defined below), and upon completion of the Business Combination, Amalco shall be a wholly-owned subsidiary of Needle;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties covenant and agree as follows:

ARTICLE 1
INTERPRETATION

Section 1.1

Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings, respectively:

"ABCA" means the Business Corporations Act (Alberta), as from time to time amended or re-enacted and includes any regulations heretofore or hereafter made pursuant thereto;

"ACMPR" means the Access to Cannabis for Medical Purposes Regulations (Canada) pursuant to the CDSA;

"Affiliate" has the meaning ascribed thereto in the OBCA;

"Agency Agreement" means an agency agreement to be entered into between the Agents and Flowr with respect to the Brokered Financing;

"Agents" means Clarus Securities Inc., Eight Capital, Sprott Capital Partners, Echelon Wealth Partners Inc. and Industrial Alliance Securities Inc.;

"Agents’ Expenses" means the reasonable and documented out-of-pocket expenses incurred by the Agent in connection with the Brokered Financing, including, but not limited to, the reasonable fees and disbursements of Agents’ legal counsel;

"Agents’ Cash Commission" means the cash fee payable to the Agents (a) equal to 6.0% of the gross proceeds raised from the sale of Flowr Subscription Receipts pursuant to the Brokered Financing, and such Agents' Cash Commission being reduced to 3.0% in respect of sales of Flowr Subscription Receipts to the subscribers on the President's List pursuant to the Brokered Financing, and (b) equal to 1% of the gross proceeds raised from the Lead Investor in the Brokered Financing, provided that the Lead Investor is a current shareholder of Flowr or an affiliate thereof;

"Agreement", "this Agreement", "herein", "hereto", and "hereof" and similar expressions refer to this business combination agreement, including the schedules attached hereto, as the same may be amended or supplemented from time to time;

"Amalco" means the amalgamated corporation resulting and continuing from the Amalgamation;

"Amalco Shares" means the common shares in the share capital of Amalco, all of which will be owned beneficially and of record by the Resulting Issuer;

"Amalgamation" means the amalgamation of Flowr and Subco pursuant to Section 174 of the OBCA and on the terms and conditions set forth in the Amalgamation Agreement;

"Amalgamation Agreement" means the agreement among Flowr, Needle and Subco in respect of the Amalgamation, to be substantially in the form attached as Schedule "A" to this Agreement;

"Applicable Securities Laws" means, collectively, and as the context may require, the applicable securities legislation of each of the provinces and territories of Canada, and the rules, regulations, instruments, orders and policies published and/or promulgated thereunder and the polices and rules of the TSXV, as the foregoing may be amended or re-enacted from time to time prior;

"Articles of Amalgamation" means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

"Authorization" means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Authority having jurisdiction over the Person, including any municipal or other approvals required to be granted before a Governmental Authority provides an authorization;

"Books and Records" means all books of account, tax records, sales and purchase records, customer and supplier lists, computer software, formulae, business reports, plans and projections and all other documents, files, correspondence and other information of Flowr, the Flowr Subsidiaries or Needle, as the case may be, (whether in written, printed, electronic or computer printout form);

"Business Combination" means the series of transactions, as detailed in this Agreement, through which the businesses of Flowr and Needle will be combined, including the Consolidation, the Continuance, the Financing, the Amalgamation, the Needle Director Appointments and the Needle Name Change;

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"Brokered Financing" means the brokered private placement by Flowr of 980,000 Flowr Subscription Receipts at a price of $2.60 per Flowr Subscription Receipt for aggregate gross proceeds of up to $2,548,000 pursuant to the terms of the Agency Agreement;

"Business Day" means any day, excluding Saturday or Sunday, on which banking institutions are open for business in Toronto, Ontario or Calgary, Alberta;

"CDSA" means the Controlled Drugs and Substances Act (Canada);

"Certificate of Amalgamation" means the certificate in respect of the Amalgamation issued by the Director;

"Certificate of Amendment" means, as applicable, the certificate in respect of the Consolidation and the certificate in respect of the Needle Name Change issued by the Director;

"Co-Lead Agents" means Clarus Securities Inc. and Eight Capital.

"Completion Deadline" means September 10, 2018, or such later date as may be mutually agreed between the Parties in writing;

"Consolidation" means a consolidation of the issued and outstanding Needle Shares on the basis of the Consolidation Ratio;

"Consolidation Ratio" means the ratio for the Consolidation, being one (1) post-Consolidation Needle Share for every seventeen (17) pre-Consolidation Needle Shares;

"Continuance" means the continuance of Needle from the ABCA to become a corporation governed by the OBCA;

"Debt Instrument" has the meaning ascribed thereto in Section 4.1(31) hereof;

"Depositary" means such Person as Needle may appoint to act as depositary in relation to the Business Combination, with the approval of Flowr, acting reasonably;

"Director" means the Director appointed under Section 278 of the OBCA;

"Dissenting Flowr Shares" means the Flowr Shares held by Dissenting Shareholders;

"Dissenting Shareholder" means a registered holder of Flowr Shares who, in connection with the special resolution of the Flowr Shareholders approving the Amalgamation and the Amalgamation Agreement, has exercised the right to dissent pursuant to Section 185 of the OBCA in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of his, her or its Flowr Shares and who has not withdrawn the notice of the exercise of such right as permitted by 185 of the OBCA;

"Documents" means, collectively, this Agreement and the Amalgamation Agreement;

"Effective Date" means the date shown on the Certificate of Amalgamation giving effect to the Amalgamation, which date shall be in accordance with Section 2.1(f) hereof;

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"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date;

"Environmental Laws" has the meaning ascribed thereto in Section 4.1(25) hereof;

"Escrow Agent" means Computershare Trust Company of Canada.

"Exchange Ratio" has the meaning given to such term in Section 2.1(g)(ii) hereof;

"fair value" where used in relation to a Flowr Share held by a Dissenting Shareholder, means fair value as determined by a court under Section 185 of the OBCA or as agreed between Flowr and the Dissenting Shareholder;

"Filing Statement" means a TSXV filing statement of Needle to be prepared jointly by Nee dle and Flowr in respect of the Business Combination in accordance with Policy 2.4 of the TSXV;

"Final Exchange Bulletin" means the TSXV bulletin which is issued following completion of the Qualifying Transaction and the submission of all required documentation and that evidences the final TSXV acceptance of the Business Combination as the Qualifying Transaction of Needle;

"Financing" means, together, the Brokered Financing and the Non-Brokered Financing by Flowr of up to 13,807,734 Flowr Subscription Receipts for aggregate gross proceeds of up to $35,900,108.40;

"Flowco US Partners" means, together, Core Flow Canada Holdings Inc. and APMJ Canada Holdings Inc.;

"Flowr Broker Warrants" means the broker warrants issued to the Agents on closing of the Brokered Financing exercisable to acquire the number of Flowr Common Shares that is equal to 3% of the total number of Flowr Subscription Receipts sold in the Brokered Financing (reduced to 1.5% in respect of sales to the subscribers on the President’s List in the event that the gross proceeds of the Brokered Financing, less the portion of the Brokered Financing that forms the President’s List or is from the Lead Investor, is less than $10 million). Each Flowr Broker Warrant will entitle the holder thereof to purchase one Flowr Common Share at an exercise price of $2.60 for a period of twenty-four (24) months following the closing of the Financing.

"Flowr Class A Shares" means the class A preferred shares in the capital of Flowr;

"Flowr Class B Shares" means the class B preferred shares in the capital of Flowr;

"Flowr Common Shares" means the common shares in the capital of Flowr;

"Flowr Convertible Securities" means the Flowr Options, the Flowr Plan Options, the Flowr Broker Warrants and the Flowr ULC Class A Shares;

"Flowr Financial Statements" has the meaning ascribed thereto in Section 4.1(14) hereof;

"Flowr Meeting" means a special meeting of the shareholders of Flowr to be held in order to seek shareholder approval for the Amalgamation and the Amalgamation Agreement;

- 4 -

"Flowr Options" means the stock options to purchase Flowr Common Shares granted to Flowr's directors, officers, employees, contractors and other eligible persons, of which, as of the date of this Agreement, there are 4,325,000 Flowr Options issued and outstanding, each of which is exercisable to acquire one (1) Flowr Common Share originally at an exercise price of $0.000001 per share but which exercise price will be adjusted to $0.05 per share as mandated by the TSXV, with expiry dates between December 18, 2018 and October 30, 2022, as set out in Schedule "B" to this Agreement;

"Flowr Plan Options" means the 7,695,530 options to purchase Flowr Common Shares granted pursuant to the Flowr Stock Option Plan. Each Flowr Plan Option is exercisable to acquire one (1) Flowr Common Share at an exercise price of $2.60 per share, with expiry dates between June 1, 2023 and August 14, 2023, as set out in Schedule "B" to this Agreement;

"Flowr Share Exchange Agreement" means the share exchange agreement among Flowr, Flowr ULC, and the Flowco US Partners dated December 21, 2018, which sets out the rights of the Flowco US Partners (i) to exchange their Flowr ULC Class A Shares for Flowr Class B Shares; and (ii) to exchange their Flowr ULC Class A Shares for common shares in the capital of Flowr ULC, and subsequently to exchange those shares for Flowr Common Shares;

"Flowr Shareholder" means a registered holder of Flowr Shares, from time to time, and "Flowr Shareholders" means all such holders;

"Flowr Shareholders Agreement" means the shareholders agreement dated December 13, 2017, among Flowr, Flowr ULC and the Flowr Shareholders;

"Flowr Subsidiaries" means, collectively, Flowr ULC and The Flowr Group (Okanagan) Inc.;

"Flowr Shares" means the shares in the capital of Flowr including the Flowr Common Shares, the Flowr Class A Shares and the Flowr Class B Shares, and for greater certainty, for purposes of the Amalgamation, the Flowr Shares shall include Flowr Shares issuable upon the conversion or exercise of the Flowr Convertible Securities immediately prior to the completion of the Business Combination;

"Flowr Stock Option Plan" means the stock option plan adopted by Flowr on March 23, 2018, pursuant to which Flowr may grant up to 12,155,000 stock options of Flowr to certain of its employees, directors, officers and consultants;

"Flowr Subscription Receipt Agreement" means the subscription receipt agreement to be entered into between Flowr, the Agents and the Subscription Receipt Agent, providing for the creation of, and governing the terms of, the Flowr Subscription Receipts;

"Flowr Subscription Receipts" means the subscription receipts of Flowr to be issued pursuant to the Financing, each such Flowr Subscription Receipt entitling the holder thereof to acquire one Flowr Common Share for no additional consideration and without further action or formality on the part of the holder thereof in accordance with the terms thereof, all in accordance with the terms of the Flowr Subscription Receipt Agreement;

"Flowr ULC" means The Flowr Canada Holdings ULC, a subsidiary of Flowr;

- 5 -

"Flowr ULC Class A Shares" means the class A preferred shares in the capital of the Flowr ULC, of which there are currently 44,100,000 issued and outstanding, that are exchangeable for (i) Flowr Class B Shares or (ii) common shares in the capital of Flowr ULC, and subsequently, for Flowr Common Shares (or following completion of the Business Combination, Resulting Issuer Shares pursuant to the Needle Share Exchange Agreement) at any time at the option of the holder;

"Flowr US Shareholders" means, together, Core Flow Canada Holdings Inc. and APMJ Canada Holdings Inc.;

"Governing Documents" means, in respect of each Party, its certificate and articles of incorporation, as amended, and its by-laws, as amended;

"Governmental Authority" means any foreign, national, provincial, local or state government, any political subdivision or any governmental, judicial, public or statutory instrumentality, court, tribunal, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for greater certainty, includes the TSXV and Health Canada;

"Health Canada Licence" means Licence No. 10-MM0263/2017, as amended by Licence No. 10-MM0263/2018, issued by Health Canada to The Flowr Group (Okanagan) Inc., for the sale, production, possession, shipping, transportation, delivery and destruction of fresh cannabis, dried cannabis, cannabis oil and cannabis resin, all as set out therein, delivered pursuant to the ACMPR and the CDSA, as the same may be renewed and replaced by Health Canada from time to time;

"IFRS" means the International Financial Reporting Standards set by the International Accounting Standard Board which are applicable on the date on which any calculation is to be effective or the date of any financial statements referred to herein, as the case may be;

"in writing" means written information including documents, files, software, records and books made available, delivered or produced to one Party by or on behalf of the other Party;

"Knowledge of Needle" and similar phrases means the actual knowledge of Daniel Lanskey, President, Chief Financial Officer, Chief Executive Officer and Corporate Secretary of Needle, after making diligent inquiry of the appropriate officers or senior employees of Needle and its subsidiaries as necessary to inform himself as to the relevant matters;

"Knowledge of Flowr" and similar phrases means the actual knowledge of Thomas Flow, President and Chief Executive Officer of Flowr, and Alexander Dann, Chief Financial Officer of Flowr, after making diligent inquiry of the appropriate officers or senior employees of Flowr and the Flowr Subsidiaries as necessary to inform themselves as to the relevant matters;

"Laws" means all laws, statutes, codes, ordinances, decrees, rules, regulations, by laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or licence of any Governmental Authority, statutory body or self-regulatory authority, and the term "applicable" with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities;

- 6 -

"Lead Investor" means the subscriber providing the lead order in the Brokered Financing;

"Letter of Transmittal" means a letter of transmittal to be sent to holders of Flowr Shares for use in connection with the Business Combination and in order to receive the Resulting Issuer Shares to which they are entitled after giving effect to the Amalgamation;

"Material Adverse Change" means any change in the financial condition, operations, assets, liabilities, or business of a Party and its Subsidiaries (if any), considered either individually or as a whole, with all other facts, changes, circumstances, effects, events or occurrences is, or would reasonably be expected to: (i) be, material and adverse to the business, operations, resul ts of operations, assets, capital, liabilities (contingent or otherwise), prospects, privileges or financial condition of that Party or a Subsidiary (if any); or (ii) prevent a Party from performing its obligations under this Agreement in any material respect, other than any change or event: (a) resulting from conditions affecting the cannabis industry as a whole; or (b) resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada, the United States or elsewhere, provided, however that such matter referred to in clause (a) or (b) above does not have a materially disproportionate effect to the Party or a Subsidiary (if any) compared to other companies of similar size operating in the same industry as that Party;

"Material Adverse Effect" means any event, change or effect that is or would reasonably be expected to be materially adverse to the financial condition, operations, assets, liabilities, or business of a Party and its Subsidiaries (if any), considered either individually or as a whole, with all other facts, changes, circumstances, effects, events or occurrences is, or would reasonably be expected to: (i) be, material and adverse to the business, operations, results of operations, assets, capital, lia bilities (contingent or otherwise), prospects, privileges or financial condition of that Party or a Subsidiary (if any); or (ii) prevent a Party from performing its obligations under this Agreement in any material respect, other than any effect or event: (a) resulting from conditions affecting the cannabis industry as a whole, including any changes in applicable Laws; (b) resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada, the United States or elsewhere; or (c) resulting from the announcement or consummation of any step of the Business Combination, or any related matters contemplated hereby, provided, however that such matter referred to in clause (a) or (b) above does not have a materially disproportionate effect to the Party or a Subsidiary (if any) compared to other companies of similar size operating in the same industry as that Party;

"material fact" has the meaning ascribed thereto in the Securities Act (Ontario) as the same has been and may hereafter from time to time be modified;

"misrepresentation" has the meaning ascribed thereto under Applicable Securities Laws;

"Needle Director Appointments" means, subject to the completion of the Business Combination and its acceptance by the TSXV as the Qualifying Transaction of Needle, the reconstitution of the board of directors of Needle to consist of five (5) directors, being David Towill, Lyle Oberg, Thomas Flow, David Miller and Steve Klein, which nominees were conditionally elected at the Needle Meeting, subject to acceptance by the relevant regulatory authorities;

- 7 -

"Needle Financial Statements" has the meaning ascribed thereto in subsection Section 4.2(16)hereof;

"Needle Meeting" means the annual and special meeting of the shareholders of Needle held on April 13, 2018, at which shareholder approval for the Consolidation, the Continuance, Needle Director Appointments and Needle Name Change was obtained;

"Needle Name Change" means the filing of articles of amendment to change the name of Needle to

“The Flowr Corporation” or such other name as Flowr may direct in writing and shall be approved by the board of directors of Needle and acceptable to applicable regulatory authorities;

"Needle Options" means, prior to giving effect to the Consolidation, the 720,000 stock options to purchase Needle Shares granted to Needle's directors and officers under the Needle Stock Option Plan, each of which is exercisable to acquire one (1) Needle Share at an exercise price of $0.10 per share for a period of five years expiring on September 18, 2022;

"Needle Share Exchange Agreement" means the share exchange agreement to be entered into among Flowr, Flowr ULC, Needle and the Flowco US Partners, which sets out the rights of the Flowco US Partners to exchange their Flowr ULC Class A Shares for Resulting Issuer Shares following completion of the Business Combination;

"Needle Shareholder" means a registered holder of Needle Shares, from time to time, and "Needle Shareholders" means all of such holders;

"Needle Shares" means the common shares in the capital of Needle;

"Needle Stock Option Plan" means the incentive stock option plan of Needle, as approved and adopted by the Needle Shareholders on April 13, 2018, which is expected to be maintained by the Resulting Issuer following completion of the Transaction.;

"Needle Agent’s Warrants" means, prior to giving effect to the Consolidation, the 300,000 agent’s warrants outstanding to purchase 300,000 Needle Shares, each of which is exercisable to acquire one (1) Needle Share at an exercise price of $0.10 per share for a period of two years expiring on September 18, 2019;

"Non-Brokered Financing" means the non-brokered private placement by Flowr of up to 12,827,734 Flowr Subscription Receipts at a price of $2.60 per Flowr Subscription Receipt for aggregate gross proceeds of up to $33,352,108.40;

"OBCA" means the Business Corporations Act (Ontario), as from time to time amended or re-enacted and includes any regulations heretofore or hereafter made pursuant thereto;

"Ordinary Course" means, with respect to an action taken by Flowr or a Flowr Subsidiary, as applicable, that such action is consistent with the past practice of Flowr or the Flowr Subsidiaries business and is taken in the ordinary course of the normal day-to-day operation of the business and operations of Flowr or the Flowr Subsidiaries, as applicable;

- 8 -

"Person" includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status;

"Personnel Obligations" means any obligations or liabilities of a Party or any of its Subsidiaries to pay any amount to its or their officers, directors, employees and consultants, other than for salary, bonuses under its or their existing bonus arrangements and directors' fees in the ordinary course, in each case in amounts consistent with historic practices and obligations or liabilities in respect of insurance or indemnification contemplated by this Agreement or arising in the ordinary and usual course of business and, without limiting the generality of the foregoing, Personnel Obligations shall include the obligations of such Party or any of its Subsidiaries to directors, officers, employees and consultants: (a) for payments on or in connection with any change in control of such Party pursuant to any change in control agreements, policies or arrangements, including the payments specified herein; and (b) for any special incentive bonus payments and commitments;

"President's List" means the list prepared by Flowr, and provided to the Agents, of existing shareholders, insiders and Affiliates of Flowr participating in the Brokered Financing;

"Regulatory Approval" means any approval, consent, waiver, permit, order or exemption from any Governmental Authority having jurisdiction or authority over any Party or the Subsidiary of any Party which is required or advisable to be obtained in order to permit the Business Combination to be effected as the Qualifying Transaction of Needle and "Regulatory Approvals" means all such approvals, consents, waivers, permits, orders or exemptions;

"Release Conditions" means the occurrence of all of the following events:

(i)	all conditions precedent to closing the Qualifying Transaction (other than the filing of Articles of Amalgamation) shall have been completed or satisfied;

(ii)	the receipt of all required shareholder, regulatory and court approvals of the Qualifying Transaction including, but not limited to, conditional approval of the TSXV for the listing of the Resulting Issuer Shares; and

(iii)	Flowr and the Co-Lead Agents having delivered a joint direction to the Subscription Receipt Agent confirming that the conditions set forth above have been met or waived;

"Reporting Jurisdictions" has the meaning ascribed thereto in Section 4.2(7) hereof;

"Resulting Issuer" means Needle upon issuance of the Final Exchange Bulletin;

“Resulting Issuer Agent’s Warrants” means the warrants of the Resulting Issuer which will be issued to holders of Needle Agent’s Warrants on completion of the Business Combination;

"Resulting Issuer Broker Warrants" means the options to purchase Resulting Issuer Shares to be issued to the holders of Flowr Broker Warrants in replacement for their Flowr Broker Warrants in accordance with the Exchange Ratio, each of which will be exercisable to acquire one (1) Resulting Issuer Share at an exercise price of $2.60 per share and having an expiry date of twenty-four (24) months following the closing of the Financing, as set out in Schedule "B" to this Agreement;

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"Resulting Issuer Convertible Securities" means the Resulting Issuer Agent’s Warrants, Resulting Issuer Options, the Resulting Issuer Plan Options, the Resulting Issuer Broker Warrants and the Flowr ULC Class A Shares;

"Resulting Issuer Options" means the 4,575,000 stock options to purchase Resulting Issuer Shares to be issued to the holders of the Flowr Options in replacement for their Flowr Options in accordance with the Exchange Ratio, each of which will be exercisable to acquire one (1) Resulting Issuer Share at an exercise price of $0.000001 per share and having expiry dates between December 18, 2018 and October 30, 2022, as set out in Schedule "B" to this Agreement;

"Resulting Issuer Plan Options" means (a) the 7,695,530 stock options to purchase Resulting Issuer Shares to be issued to the holders of Flowr Plan Options in replacement for their Flowr Plan Options in accordance with the Exchange Ratio, each of which will be exercisable to acquire one (1) Resulting Issuer Share at an exercise price of $2.60 per share and having expiry dates between June 1, 2023 and August 14, 2023, as set out in Schedule "B" to this Agreement and (b) the 42,353 Needle Options following the completion of the Business Combination, each of which will be exercisable to acquire one (1) Resulting Issuer Share at an exercise price of $1.70 per share and having an expiry date of September 18, 2022;

"Resulting Issuer Share" means the common shares of the Resulting Issuer;

"Securities Authorities" means the applicable securities commissions or similar securities regulatory authorities in each of the Reporting Jurisdictions, and the TSXV ;

"SEDAR" means www.sedar.com, which is the official website that provides access to public securities documents and information filed by public companies and investment funds as maintained by the Canadian Securities Administrators (CSA) in the SEDAR filing system;

"Subco Shares" means the common shares in the capital of Subco;

"Subscription Receipt Agent" means Computershare Investor Services Inc., in its capacity as subscription receipt agent appointed pursuant to the terms of the Flowr Subscription Receipt Agreement;

"Subscription Receipt Conversion Time" means 12:01 a.m. (Toronto time) on the day upon which the Release Conditions are satisfied in advance of the Termination Deadline;

"Subsidiary" has the meaning ascribed thereto in the OBCA;

"Tax Returns" means all reports, estimates, elections, notices, filings, designations, forms, declarations of estimated tax, information statements and returns relating to, or required to be supplied to any Governmental Authority in connection with, any Taxes (including any attached schedules, estimated tax returns, withholding tax returns, and information returns and reports);

"Taxes" means all taxes (including income taxes, capital tax, payroll taxes, employer health taxes, workers' compensation payments, property taxes, sales, use, goods and services taxes, value-added taxes, customs duties and land transfer taxes), duties, royalties, levies, imposts, assessments, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto;

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"Termination Deadline" means 5:00 p.m. (Toronto time) on the date that is three months from the closing date of the Financing;

"TSXV Escrow Agreement" means the escrow agreement to be entered into among the Resulting Issuer's registrar and transfer agent, the Resulting Issuer and certain securityholders of the Resulting Issuer in compliance with the requirements of the TSXV, with the securities subjec t to such agreement to be released as determined by the TSXV; and

"United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.

Section 1.2

Singular, Plural, etc.

Words importing the singular number include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

Section 1.3

Deemed Currency

In the absence of a specific designation of any currency any undescribed dollar amount herein shall be deemed to refer to Canadian dollars.

Section 1.4

Headings, etc.

The division of this Agreement into Articles and Sections, the provision of a table of contents hereto and the insertion of the recitals and headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement and, unless otherwise stated, all references in this Agreement to Articles and Sections refer to Articles and Sections of and to this Agreement in which such reference is made.

Section 1.5

Date for any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

Section 1.6

Governing Law

This Agreement shall be governed by and interpreted in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein.

Section 1.7

Attornment

The Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Ontario for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by single registered mail to the addresses of the Parties set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against either Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

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ARTICLE 2
THE BUSINESS COMBINATION

Section 2.1

Business Combination Steps

Flowr and Needle agree to effect the combination of their respective businesses and assets by way of a series of steps or transactions including the Consolidation, the Financing, the Continua tion, the Amalgamation, the Needle Director Appointments and the Needle Name Change. Each Party hereby agrees that, unless such steps have already been completed, as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement, it shall take the following steps indicated for it:

	(a)	Flowr shall duly call and convene the Flowr Meeting at which the Flowr Shareholders will be asked to approve the Amalgamation described in the Documents, and Flowr shall use all commercially reasonable efforts to obtain the approval of the Flowr Shareholders for the foregoing matters;

	(b)	Flowr shall use commercially reasonable efforts to complete the Financing as follows:

	(i)	Upon the closing of the Financing, the gross proceeds raised from the sale of the Flowr Subscription Receipts, less 50% of the Agents' Cash Commission and any Agents’ Expenses payable by Flowr pursuant to the Agency Agreement, shall be deposited with the Subscription Receipt Agent pursuant to the terms of the Flowr Subscription Receipt Agreement, and such funds and all interest earned thereon will only be released in accordance with the terms thereof in the event that the Release Conditions are satisfied on or prior to the Termination Deadline, all in accordance with the terms of the Flowr Subscription Receipt Agreement.

	(ii)	Upon satisfaction of the Release Conditions prior to the Termination Deadline, at the Subscription Receipt Conversion Time, holders of Flowr Subscription Receipts shall automatically receive, without any further action or formality, for no additional consideration; one Flowr Common Share for each one Flowr Subscription Receipt held and the Flowr Subscription Receipts shall be automatically cancelled.

	(iii)	If either (A) the Release Conditions have not been satisfied on or before the Termination Deadline or (B) Flowr, prior to the Termination Deadline, has provided notice to the Subscription Receipt Agent that the Amalgamation shall not occur, on the date of either such event, the Subscription Receipt Agent will return to holders of Flowr Subscription Receipts an amount equal to the aggregate proceeds raised from the same of such Flowr Subscription Receipts and the pro rata portion of any interest thereon, all in accordance with the terms and conditions of the Flowr Subscription Receipt Agreement.

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	(c)	Needle shall cause Subco to be incorporated as wholly-owned subsidiary of Needle on terms acceptable to Flowr;

	(d)	Following the receipt of shareholder approvals at the Flowr Meeting and the Needle Meeting and the completion of the Financing, and immediately prior to the filing of the Articles of Amalgamation, Needle shall file articles of amendment to effect the Consolidation, following which Needle will have 423,529 Needle Shares issued and outstanding, the Needle Options will then be exercisable to acquire 42,353 Needle Shares at a price of $1.70 per share and the Needle Agent’s Warrants will then be exercisable to acquire 17,647 Needle Shares at a price of $1.70 per share. No fractional post- Consolidation Needle Shares will be delivered to any Needle Shareholder otherwise entitled thereto and instead the number of post-Consolidation Needle Shares to be issued to each former Needle Shareholder will be rounded down to the nearest whole number;

	(e)	Flowr and Subco shall amalgamate by way of statutory amalgamation under Section 174 of the OBCA on the terms and subject to the conditions contained in the Documents and Flowr and Needle further agree that the Effective Date shall occur within five (5) business days following the later of: (i) the receipt of shareholder approval by the Flowr Shareholders of the special business at the Flowr Meeting; (ii) the completion of the Financing; and (iii) the satisfaction of all conditions imposed by the TSXV or any other regulatory requirements, provided that the Effective Date shall occur no earlier than seven (7) business days after the Filing Statement is filed on SEDAR or such earlier date as may be approved by the TSXV;

	(f)	subject to the steps in Section 2.1(a) to (e), the Parties shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, pursuant to which:

	(i)	Flowr and Subco will amalgamate under the provisions of the OBCA and continue as one amalgamated corporation, being Amalco;

	(ii)	subject to Section 2.1(h), holders of outstanding Flowr Shares (including Flowr Shares issued upon the conversion of the Flowr Subscription Receipts) shall receive one (1) post-Consolidation Needle Shares for each Flowr Share held (such ratio being the "Exchange Ratio"), provided that the Exchange Ratio may change in order to give effect to the deemed value of $0.15 per Needle Share prior to the Consolidation, each such Needle Share, after giving effect to the completion of the Business Combination, is herein called a "Resulting Issuer Share";

	(iii)	Needle will receive one (1) Amalco Share for each one (1) outstanding Subco Share held and the Subco Shares will be cancelled;

	(iv)	as consideration for the issuance of the post-Consolidation Needle Shares to effect the Amalgamation, Amalco will issue to Needle one (1) fully paid Amalco Share for each post-Consolidation Needle Share so issued;

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	(v)	all of the property and assets of each of Flowr and Subco will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Flowr and Subco; and

	(vi)	Amalco will be a wholly-owned Subsidiary of Needle;

	(g)	in accordance with Section 9.5, Flowr Shares which are held by a Dissenting Shareholder shall not be converted as prescribed by Section 2.1(f)(ii). However, if a Dissenting Shareholder fails to perfect or effectively withdraws its claim under Section 185 of the OBCA or forfeits its right to make a claim under Section 185 of the OBCA or if its rights as a shareholder of Flowr are otherwise reinstated, such Dissenting Shareholder's Dissenting Flowr Shares shall thereupon be deemed to have been converted as of the Effective Date as prescribed by Section 2.1(f)(ii);

	(h)	concurrently with the Amalgamation, Needle shall issue the Resulting Issuer Options, the Resulting Issuer Plan Options and the Resulting Issuer Broker Warrants to the holders of the Flowr Options, the Flowr Plan Options, and the Flowr Broker Warrants, respectively, in exchange and replacement for such Flowr Convertible Securities, which shall thereby be cancelled;

	(i)	immediately following the filing of the Articles of Amalgamation to effect the Amalgamation, Needle will: (i) reconstitute its board of directors to give effect to the Needle Director Appointments, (ii) file articles of amendment to give effect to the Needle Name Change, and (iii) file articles of continuance to give effect to the Continuance;

	(j)	as soon as practicable after the Effective Date, in accordance with normal commercial practice and Section 2.2(7) the Resulting Issuer shall issue or cause to be issued certificates or electronic positions within CDS representing the appropriate number of the Resulting Issuer Shares to the former Flowr Shareholders. No fractional Resulting Issuer Shares will be delivered to any Flowr Shareholder otherwise entitled thereto and instead the number of Resulting Issuer Shares to be issued to each former Flowr Shareholder will be rounded down to the nearest whole number;

	(k)	the Parties acknowledge that the TSXV will require some or all of the Resulting Issuer Shares issued pursuant to the Business Combination to be held in escrow and Flowr agrees to comply and use its reasonable efforts to cause its shareholders to comply with all such escrow requirements of the TSXV including the execution and delivery of the TSXV Escrow Agreement; and

	(l)	the Parties shall take any other action and do anything, including the execution of any other agreements, documents or instruments, that are necessary or useful to give effect to the Business Combination.

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Section 2.2

Implementation Covenants

(1)	Filing Statement. Flowr and Needle shall use commercially reasonable efforts to jointly prepare the Filing Statement together with any other documents including the Flowr Finan cial Statements and the Needle Financial Statements (which shall be in form and content satisfactory to the TSXV), as required by applicable Laws and TSXV policies in connection with the Business Combination and shall jointly file the final Filing Statement required by applicable Laws as soon as reasonably practicable and shall use all commercially reasonable efforts to file the final Filing Statement no later than September 7, 2018.

(2)	Preparation of Flowr Meeting Documentation. Flowr shall duly prepare documentation required in connection with the Flowr Meeting, and deliver such documentation to Flowr Shareholders and shall use commercially reasonable efforts to obtain the approval of the Flowr Shareholders for all matters being put to the Flowr Shareholders at the Flowr Meeting.

(3)	Listing. Needle shall use all commercially reasonable efforts to have the issuance of all the Resulting Issuer Shares, including those issuable upon exercise of the Resulting Issuer Convertible Securities, accepted by the TSXV.

(4)	Preparation of Filings. Flowr and Needle shall cooperate in the preparation of any documents and taking of all actions reasonably deemed by Flowr or Needle to be necessary to discharge their respective obligations under applicable Laws in connection with the Business Combination and all other matters contemplated in the Documents, and in connection therewith:

	(a)	each of Flowr and Needle shall furnish to the other all such information concerning it and its shareholders as may be required to effect the actions described in this Article 2 including (i) the Flowr Financial Statements and the Needle Financial Statements required under TSXV Form 3B2; (ii) the certificates required under TSXV Form 3B2; (iii) all information concerning, Flowr, Needle, their Subsidiaries and Affiliates, and the proposed directors and officers of the Resulting Issuer required to be included in TSXV Form 3B2; and (iv) TSXV Form 2A Personal Information Forms (" PIF") for each new director or officer of the Resulting Issuer (or a copy of a previously filed PIF dated within the last three years, together with a duly completed, signed and notarized Form 2C1 Declaration), and each covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used;

	(b)	Flowr and Needle shall each promptly notify the other if at any time before the Effective Date it becomes aware that the Filing Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Filing Statement. In any such event, Flowr and Needle shall cooperate in the preparation of a supplement or amendment to the Filing Statement, as required and as the case may be, and, if required, shall cause the same to be filed with the applicable Securities Authorities;

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	(c)	each of Flowr and Needle shall ensure that the Filing Statement complies with all applicable Laws and, without limiting the generality of the foregoing, that the Filing Statement does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made; and

	(d)	Flowr shall indemnify and save harmless Needle and its directors and officers, advisors and agents (each an “Indemnified Party”) from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits, special, punitive or consequential damages) (“Losses”) which an Indemnified Party may suffer, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of any arising solely from a misrepresentation (as defined in in the Securities Act (Ontario)) arising in respect of information regarding Flowr that is contained in the final Filing Statement and which was provided by Flowr or its agents to Needle for inclusion in the Filing Statement approved in writing by Flowr prior to filing (including, for greater certainty, the Flowr Financial Statements). Notwithstanding the foregoing, Flowr will not be liable in any such case to the extent that any such Losses arise out of any information contained in the Filing Statement that relates solely to an Indemnified Party or arises from the negligence of an Indemnified Party or the non-compliance by an Indemnified Party with any requirement of applicable Laws in connection with the transactions contemplated by the Documents.

(5)	Amalgamation Agreement, etc. The Parties hereby acknowledge that the Amalgamation Agreement shall be substantially in the form attached as Schedule "A" to this Agreement (subject to such changes as are necessary to reflect changes to the terms of the Financing). Subco shall, subject to the terms and conditions of this Agreement and subject to and following the receipt of all Regulatory Approvals, deliver to Flowr the duly executed Articles of Amalgamation and related documents which will be filed by Flowr with the Director.

(7)	Resulting Issuer Shares and Procedures.

(a)

Immediately following the Subscription Receipt Conversion Time:

	(i)	the holders of Flowr Subscription Receipts shall be deemed to be the registered holders of Flowr Common Shares to which they are entitled pursuant to the terms of the Flowr Subscription Receipts; and

	(ii)	certificates evidencing the Flowr Subscription Receipts shall cease to represent any claim upon or interest in Flowr other than the right of the registered holder to receive pursuant to the terms of the Flowr Subscription Receipts and the Amalgamation, as applicable, Flowr Common Shares.

(b)

On the Effective Date: (i) the Flowr Shareholders (other than Dissenting Shareholders who are ultimately entitled to be paid fair value for their Dissenting Flowr Shares) shall be deemed to be the registered holders of the Resulting Issuer Shares to which they are entitled hereunder; (ii) the Resulting Issuer shall deposit such Resulting Issuer Shares with the Depositary and/or the electronic positions representing such Resulting Issuer Shares with CDS, as applicable, to satisfy the consideration issuable to such Flowr Shareholders; and (iii) certificates formerly representing Flowr Shares which are held by such Flowr Shareholders shall cease to represent any claim upon or interest in Flowr other than the right of the registered holder to receive the number of Resulting Issuer Shares to which it is entitled hereunder, all in accordance with the provisions of the Amalgamation Agreement.

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	(c)	As soon as reasonably practicable after the Effective Date, the Depositary will forward to, or hold for pick-up by, each former Flowr Shareholder that submitted a duly completed Letter of Transmittal or other evidence of entitlement to the Depositary, together with the certificate (if any) representing the Flowr Shares held by such Flowr Shareholder or such other evidence of ownership of such Flowr Shares as is satisfactory to the Depositary, acting reasonably, (i) the certificates representing the Resulting Issuer Shares to which such Flowr Shareholder is entitled, in accordance with its Letter of Transmittal, or (ii) confirmation of a non-certificated electronic position transfer in CDS representing the Resulting Issuer Shares to which such Flowr Shareholder is entitled, in accordance with its Letter of Transmittal, all in accordance with the provisions of the Amalgamation Agreement.

	(d)	Needle, as the registered holder of all of the Subco Shares, shall be deemed to be the registered holder of the Amalco Shares to which it is entitled hereunder and Needle shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled hereunder. Until delivery of such certificate, the share certificate or certificates representing the Subco Shares held by Needle will be evidence of Needle's right to be registered as the sole shareholder of Amalco. Share certificates evidencing Subco Shares shall cease to represent any claim upon or interest in Subco other than the right of the registered holder to receive the number Amalco Shares to which it is entitled pursuant to the terms hereof and the Amalgamation.

Section 2.3

Board of Directors and Senior Officers

Each of the Parties hereby agrees that upon completion of the Business Combination and giving effect to the Needle Director Appointments, and subject to approval by the TSXV, the board of directors of the Resulting Issuer shall consist of no fewer than five (5) and no more than (7) directors, all of which shall be nominated by Flowr, and the senior officers of the Resulting Issuer will be comprised of the existing senior officers of Flowr, as follows:

Directors:

	•	Thomas Flow;
	•	David Miller;
	•	Lyle Oberg;
	•	David Towill; and
	•	Steve Klein.

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Officers:

	•	Thomas Flow - President;
	•	Vinay Tolia - Chief Executive Officer;
	•	Alex Dann - Chief Financial Officer;
	•	David Miller - General Counsel;
	•	Lyle Oberg - Chief Policy and Medical Officer;
	•	David Towill - Corporate Secretary;
	•	Steve Klein – Chief Strategy Officer; and
	•	David Ralston - Chief Operating Officer.

ARTICLE 3
PUBLICITY

Section 3.1

Publicity

Each of the Parties agrees that, other than as may be required by applicable Laws, all press releases or other written public or private statements to the press issued in connection with the Business Combination shall be mutual press releases or other written public or private statements to the press of the Parties.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

Section 4.1

Representations and Warranties of Flowr

Flowr hereby represents and warrants to Needle and Subco as follows, and acknowledges that Needle and Subco are each relying upon such representations and warranties in connection with the entering into of this Agreement, which representations and warranties are made as of the date of this Agreement and as of the Effective Date:

(1)	Flowr has been duly incorporated and is validly existing under the laws of Ontario and is current and up-to-date with all filings required to be made by it in such jurisdiction;

(2)	the only Subsidiaries of Flowr are the Flowr Subsidiaries. Each of the Flowr Subsidiaries has been duly incorporated and is validly existing under the laws of British Columbia and is current and up-to-date with all filings required to be made by it in such jurisdiction, all of the issued shares in the capital of each of the Flowr Subsidiaries are owned directly or indirectly by Flowr, other than the outstanding Flowr ULC Class A Shares which are owned by the Flowco US Partners, free and clear of any pledge, lien, security interest, charge, claim or encumbrance, other than in relation to inter-corporate security, and neither Flowr nor any of the Flowr Subsidiaries is a party or has granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any securities of any of the Flowr Subsidiaries or securities convertible into or exchangeable for any securities of any of the Flowr Subsidiaries;

(3)	Flowr has no outstanding agreement, option, understanding, warrant, call, conversion, anti-right, anti-dilution, or any other right or privilege of any kind which obligates or permits Flowr to allow or issue Flowr Common Shares or any other securities of Flowr other than the Flowr Options, the Flowr Plan Options, the Flowr Broker Warrants, the Flowr ULC Class A Shares and the securities to be issued in connection with the Financing;

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(4)	Flowr has full corporate power, capacity and authority to undertake all steps of the Business Combination contemplated in the Documents and to carry out its obligations under this Agreement;

(5)	the authorized capital of Flowr consist of an unlimited number of Flowr Common Shares, an unlimited number of Flowr Class A Shares and an unlimited number of Flowr Class B Shares, of which, at the date hereof, there are 56,884,361 Flowr Common Shares, 15,000,000 Flowr Class A Shares and no Flowr Class B Shares issued and outstanding, in addition, Flowr ULC has 44,100,000 Flowr ULC Class A Shares issued and outstanding as of the date hereof that are exchangeable for 44,100,000 Flowr Class B Shares; except for such Flowr Shares, Flowr ULC Class A Shares and the Flowr Convertible Securities, Flowr has no other securities issued and outstanding at the date hereof. All of the Flowr Shares have been issued in compliance with all applicable Laws including, without limitation, Applicable Securities Laws;

(6)	neither Flowr nor any of the Flowr Subsidiaries is a party to and has not granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any Flowr Shares or any shares of the Flowr Subsidiaries, or securities convertible into or exchangeable for Flowr Shares or any shares of the Flowr Subsidiaries, other than: (i) under the terms of the Flowr Convertible Securities; (ii) the Flowr ULC Class A Shares; and (iii) the securities to be issued pursuant to the Financing;

(7)	Flowr is not a reporting issuer nor an associate of any reporting issuer (as defined in the Securities Act (Ontario)) and the Flowr Shares do not trade on any exchange. Neither Flowr nor any of the Flowr Subsidiaries is a partner, co-tenant, joint-venturer or otherwise a participant in any partnership, joint venture, co-tenancy or other similarly joint owned business;

(8)	each of Flowr and the Flowr Subsidiaries has all requisite corporate capacity, power and authority, and possesses all material certificates, authority, permits and licences issued by the appropriate provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business as now conducted by Flowr on a consolidated basis, and to own its assets, and is in compliance in all material respects with such certificates, authorities, permits or licences. Neither Flowr nor any of the Flowr Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or licence which, singly or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations, financial condition, income or future prospects of Flowr on a consolidated basis . Neither Flowr nor any of the Flowr Subsidiaries knows of any claim or basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit its rights under the Health Canada Licence and neither Flowr nor and Flowr Subsidiaries has any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect thereto;

(9)	each of Flowr and the Flowr Subsidiaries is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material property or assets thereof (whether real, personal, tangible or intangible), free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those reflected or reserved against it in the Flowr Financial Statements or inter-corporate security. No Persons other than Flowr or the Flowr Subsidiaries, as applicable, own any assets which are being used in their business and there are no agreements or commitments by Flowr or the Flowr Subsidiaries to purchase property or assets, other than in the Ordinary Course or as disclosed in the Filing Statement;

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(10)	each of the Documents has been or at the Effective Time will be, duly authorized, and with respect to this Agreement, executed and delivered by Flowr and constitutes a valid and binding obligation of Flowr enforceable in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally) and no other corporate proceeding on the part of Flowr, other than the submission of the Amalgamation to the Flowr Shareholders, is necessary to authorize this Agreement and the transactions contemplated hereby;

(11)	the entering into and the performance by Flowr of the Business Combination contemplated in the Documents: (a) do not require any consent, approval, authorization or order of any court or governmental agency, body or Governmental Authority, except that which may be required under applicable corporate and securities legislation and the policies of the TSXV; (b) will not contravene any statute or regulation of any Governmental Authority which is binding on Flowr or any of the Flowr Subsidiaries where such contravention would have a Material Adverse Effect; (c) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents, by -laws or resolutions of Flowr or the Flowr Subsidiaries or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which Flowr or any of the Flowr Subsidiaries is a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would have a Material Adverse Effect; and (d) do not and will not result in a breach of, or cause the termination or revocation of, any Authorization held by Flowr or the Flowr Subsidiaries, or necessary for the operation of the business of Flowr and the Flowr Subsidiaries.

(12)	immediately following the Subscription Receipt Conversion Time in accordance with the terms of the Flowr Subscription Receipt Agreement, the Flowr Common Shares issuable upon the deemed exercise of the Flowr Subscription Receipts shall be duly and validly issued and outstanding as fully paid and non-assessable;

(13)	except as disclosed to Needle as of the date of this Agreement and as shall be disclosed in the Filing Statement, there are no legal, regulatory, governmental or similar proceedings pending or, to the Knowledge of Flowr, contemplated or threatened, to which Flowr or any of the Flowr Subsidiaries is a party or to which the property of Flowr or any of the Flowr Subsidiaries is subject;

(14)	the audited consolidated financial statements of Flowr for the year ended December 31, 2017 and the unaudited consolidated financial statements of Flowr for the interim period ended March 31, 2018, the notes thereto and management discussion and analysis in respect thereof (the "Flowr Financial Statements") are prepared in accordance with IFRS, if applicable, and present fairly, in all material respects, the financial position of Flowr and the Flowr Subsidiaries as at such date, and do not omit to state any material fact that is required by applicable Laws to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;

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(15)	except as disclosed in the Flowr Financial Statements, in this Agreement or as disclosed in writing to Needle, there are no plans for retirements, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by Flowr or any of the Flowr Subsidiaries for the benefit of any current or former director, officer, employee or consultant of Flowr or any of the Flowr Subsidiaries;

(16)	each of Flowr and the Flowr Subsidiaries maintains insurance against loss or damage in respect of its material assets, business and operations, with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses;

(17)	Flowr is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of Flowr or any of the Flowr Subsidiaries;

(18)	Flowr and the Flowr Subsidiaries own and possess adequate enforceable rights to use all trademarks, patents, copyrights and trade secrets used or proposed to be used in the conduct of the business thereof and, to Knowledge of Flowr, neither Flowr nor any of the Flowr Subsidiaries is infringing upon the rights of any other person with respect to any such trademarks, patents, copyrights or trade secrets and, no person has infringed any such trademark, patents, copyrights or trade secrets;

(19)	there are no material liabilities of Flowr or the Flowr Subsidiaries whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Flowr Financial Statements except for the acquisition of real property located in Kelowna, British Columbia, from Chalk Hill Investments Inc. for the sum of $1,825,000, and those incurred in the Ordinary Course as of the date hereof;

(20)	all Taxes due and payable by Flowr and the Flowr Subsidiaries have been paid or provision made therefor in the Flowr Financial Statements except: a) where the failure to pay such Taxes would not result in a Material Adverse Effect for Flowr or the Flowr Subsidiaries and b) in respect of a current goods and services tax audit being conducted by the Canada Revenue Agency on certain Flowr predecessors. All Tax Returns, declarations, remittances and filings required to be filed by Flowr and the Flowr Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the Knowledge of Flowr, except for the current goods and services tax audit being conducted by the Canada Revenue Agency on certain Flowr predecessors, no examination of any Tax Return of Flowr or any of the Flowr Subsidiaries is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by Flowr and any of the Flowr Subsidiaries. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Flowr or any of the Flowr Subsidiaries. Flowr and the Flowr Subsidiaries have withheld from each payment made to any of their past or present employees, officers or directors, and to any non-resident of Canada, the amount of all Taxes required to be withheld therefrom and have paid the same to the proper tax or receiving officers within the time required under applicable Law;

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(21)	Needle has been provided access to complete and accurate copies of each of: (A) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Authority relating to the Taxes due from or with respect to Flowr or the Flowr Subsidiaries, (B) all agreements entered into by Flowr or a Flowr Subsidiary with any Governmental Authority existing on the date hereof and (C) copies of any correspondence to or from any Governmental Authority relating to Taxes;

(22)	each of Flowr and the Flowr Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operation, and neither Flowr nor any of the Flowr Subsidiaries has received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the licences, leases or other instruments conferring rights to Flowr or the Flowr Subsidiaries for the conduct of their business;

(23)	to the Knowledge of Flowr, any and all material agreements pursuant to which Flowr or any of the Flowr Subsidiaries holds any of their material assets are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, neither Flowr nor any of the Flowr Subsidiaries is in default of any of the material provisions of any such agreements including, without limitation, failure to fulfil any payment or work obligation thereunder nor has any such default been alleged, Flowr is not aware of any material disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and concessions pursuant to which Flowr and the Flowr Subsidiaries derive their interests in such material assets are in good standing and there has been no material default under any such leases, licences and concessions and all real or other property taxes required to be paid with respect to such assets to the date hereof have been paid;

(24)	to the Knowledge of Flowr, after due inquiry, all the properties in which Flowr or the Flowr Subsidiaries have any freehold, leasehold, licence or other interest are free and cle ar of any hazardous or toxic material, pollution, or other adverse environmental conditions which may give rise to any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursement or expenses (including, without limitation, attorneys' fees and costs, experts' fees and costs, and consultant's fees and costs) of any kind or of any nature whatsoever that are asserted against Flowr or any of the Flowr Subsidiaries, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, contaminant costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above properties and/or emanating or migrating and/or threatening to emanate or migrate from such properties to off-site properties; (ii) physical disturbance of the environment; and (iii) the violation or alleged violation of all applicable Laws aimed at reclamation or restoration of such properties; abatement of pollution; protection of the environment, protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural and historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including without limitation, ambient air, surface water and groundwater; and all other applicable Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes (collectively, "Environmental Laws"); and to the Knowledge of Flowr, after due inquiry, all environmental approvals required pursuant to Environmental Laws with respect to activities carried out on any part of the lands covered by such properties, have been obtained, are valid and in full force and effect and have been complied with; and there are no proceedings commenced or threatened to revoke or amend any such environmental approvals;

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(25)	except as disclosed to Needle or as disclosed in the Flowr Financial Statements or inter - corporate debt which is consolidated and not reflected in the Flowr Financial Statements, neither Flowr nor any of the Flowr Subsidiaries has any loan or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at "arm's length" (as such term is defined in the Income Tax Act (Canada));

(26)	there is no action, suite, litigation, arbitration, investigation, inquiry or other proceedings in progress, or, to the best of the Knowledge of Flowr, pending or threatened against or relating to Flowr or the Flowr Subsidiaries or their other material assets. Neither Flowr or the Flowr Subsidiaries is subject to any judgement, decree, injunction, rule or order of any court, government, department, commission, agency or arbitrator;

(27)	there are no outstanding labour disputes, (whether filed or lodged with Flowr or any of the Flowr Subsidiaries or any other person or organization), and to the Knowledge of Flowr there are no pending labour disruptions or pending unionization with respect to Flowr or any of the Flowr Subsidiaries;

(28)	neither Flowr nor any of the Flowr Subsidiaries is bound by or a party to any collective bargaining agreement;

(29)	there is not, in the constating documents or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which Flowr or any of the Flowr Subsidiaries is a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of Flowr or any of the Flowr Subsidiaries or the payment of dividends by Flowr or any of the Flowr Subsidiaries to the holders of their securities. Since the date of its incorporation or formation, as applicable Flowr has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or securities or agreed to do any of the foregoing;

(30)	except as disclosed in the Flowr Financial Statements, neither Flowr nor any of the Flowr Subsidiaries is party to any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money ("Debt Instrument") or any agreement contract or commitment to create, assume or issue any Debt Instrument, other than in respect of inter-corporate debt between Flowr and any of the Flowr Subsidiaries;

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(31)	other than Health Canada's requirements under the ACMPR that apply to Flowr and the Flowr Subsidiaries and as otherwise disclosed in the Flowr Financial Statements, neither Flowr nor any of the Flowr Subsidiaries is a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of Flowr or any of the Flowr Subsidiaries to compete in any line of business, or to transfer or move any of its assets or operations or which materially or adversely affects the business practices, operations or condition of Flowr or the Flowr Subsidiaries or which would prohibit or restrict Flowr or any of the Flowr Subsidiaries from entering into and completing the Business Combination;

(32)	neither Flowr nor any of the Flowr Subsidiaries is aware of any pending or contemplated change to any applicable Law or governmental position that would materially affect the business of Flowr or the Flowr Subsidiaries taken as a whole or the legal environments under which Flowr and the Flowr Subsidiaries operate;

(33)	no representation, warranty or statement of Flowr in this Agreement contains or will contain at the Effective Time any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading;

(34)	the Books and Records of Flowr and the Flowr Subsidiaries are complete and accurate in all material respects and all corporate proceedings and actions reflected in such Books and Records have been conducted or taken in compliance, in all material respects, with all applicable Laws and with the Governing Documents of Flowr or the Flowr Subsidiaries, as applicable.

(35)	other than the Flowr Shareholders Agreement and the Flowr Share Exchange Agreement, neither Flowr nor the Flowr Subsidiaries is a party to any agreement nor is Flowr aware of any agreement which in any manner affects the voting control of any of the Flowr Shares or other securities of Flowr or the Flowr Subsidiaries;

(36)	neither Flowr nor any of the Flowr Subsidiaries has made any assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. Neither Flowr nor any of the Flowr Subsidiaries have initiated proceedings with respect to a compromise or arrangement with their respective creditors, or for winding-up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of Flowr, the Flowr Subsidiaries or their respective assets and no execution or distress has been levied on any of their respective assets, nor have proceedings been commenced in respect of any of the foregoing. Flowr or the Flowr Subsidiaries have not incurred any liability or not exceeded any assets necessary for the operation of their business as a result of the dissolution or bankruptcy of any corporation that was controlled by Flowr at any time; and

(37)	Needle shall have the benefit of the representations and warranties made by Flowr to the Agents and set forth in the Agency Agreement. Such representations and warranties shall form an integral part of this Agreement and shall survive the closing of the Financing and shall continue in full force and effect for the benefit of Needle in accordance with the Agency Agreement and this Agreement.

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Section 4.2

Representations and Warranties of Needle

Needle hereby represents and warrants to Flowr as follows, and acknowledges that Flowr is relying upon these representations and warranties in connection with the entering into of this Agreement, which representations and warranties are made as of the date of this Agreement and as of the Effective Date:

(1)	Needle has been duly incorporated and is validly existing under the laws of the Province of Alberta and is current and up-to-date with all filings required to be made by it in such jurisdiction;

(2)	Needle has full corporate power, capacity and authority to undertake all steps of the Business Combination contemplated in the Documents and to carry out its obligations under this Agreement;

(3)	Other than Subco, Needle does not have any subsidiaries;

(4)	the authorized capital of Needle consists of an unlimited number of Needle Shares, of which 7,200,000 Needle Shares are currently issued and outstanding prior to giving effect to the Consolidation; except for such Needle Shares, the Needle Options and the Needle Agent’s Warrants, Needle has no other securities outstanding nor is it a party to or has granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any Needle Shares or securities convertible into or exchangeable for Needle Shares;

(5)	on the Effective Date, assuming prior issuance of the Certificate of Amendment by the Director with respect to the Consolidation, the post-Consolidation Needle Shares will be duly and validly issued and outstanding as fully paid and non-assessable and, upon completion of the Amalgamation, the Resulting Issuer Convertible Securities will be duly and validly created and issued;

(6)	since March 31, 2018, Needle has not entered into any contract in respect of its business or assets, other than in the ordinary course of business, and has continued to carry on its business and maintain its assets in the ordinary course of business, with the exception of reasonable costs incurred in connection with the Business Combination, and without limitation but subject to the above exceptions, has maintained payables and other liabilities at levels consistent with past practice, not engaged or committed to engage in any extraordinary material transactions and has not made or committed to make distributions, dividends or special bonuses;

(7)	Needle is a reporting issuer, or the equivalent thereof, in the provinces of British Columbia, Alberta and Saskatchewan (collectively, the "Reporting Jurisdictions") and is not currently in default of any requirement of the applicable laws of each of the Reporting Jurisdictions and other regulatory instruments of the Securities Authorities in such provinces, and no order ceasing, halting or suspending trading in securities of Needle or prohibiting the distribution of such securities has been issued to and is outstanding against Needle and no investigations or proceedings for such purposes are, to the Knowledge of Needle, pending or threatened;

(8)	there is no "material fact" or "material change" (as those terms are defined in Applicable Securities Laws) in the affairs of Needle that has not been generally disclosed to the public;

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(9)	Needle has filed all forms, reports, documents and information required to be filed by it, whether pursuant to Applicable Securities Law or otherwise, with the applicable Securities Authorities (the "Disclosure Documents"). As of the time the Disclosure Documents were filed with the applicable Securities Authorities and on SEDAR (System for Electronic Document Analysis and Retrieval) (or, if amended or superseded by a filing prior to the date of this letter agreement, then on the date of such filing): (i) each of the Disclosure Documents complied in all material respects with the requirements of the Applicable Securities Laws; and (ii) none of the Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(10)	Needle is in compliance in all material respects with all its disclosure obligations under Applicable Securities Laws and all documents filed by Needle pursuant to such obligations are in compliance in all material respects with Applicable Securities Laws and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(11)	Needle has no associates (as defined in the Securities Act (Ontario)) and is not a partner, co- tenant, joint venturer or otherwise a participant in any partnership, joint venture, co-tenancy or other similarly joint owned business;

(12)	Needle has all requisite corporate capacity, power and authority, and possesses all material certificates, authority, permits and licences issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business as now conducted by it and to own its assets and is in compliance in all material respects with such certificates, authorities, permits or licences. Needle has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or licence which, singly or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations, financial condition, income or future prospects of Needle;

(13)	each of the Documents has been, or at the Effective Time will be, duly authorized and, with respect to this Agreement, executed and delivered by Needle and constitutes a valid and binding obligation of Needle enforceable in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally) and other than the shareholder approval obtained at the Needle Meeting, no corporate proceedings on the part of Needle are necessary to authorize this Agreement and the transactions contemplated hereby;

(14)	the entering into and the performance by Needle and Subco of the transactions contemplated in the Documents:

(a)

do not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under Applicable Securities Laws and the policies of the TSXV;

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	(b)	will not contravene any statute or regulation of any governmental authority which is binding on Needle or Subco where such contravention would have a Material Adverse Effect; and

	(c)	will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents, by-laws or resolutions of Needle or Subco or any mortgage, note, indenture, contract or agreement, instrument, lease or other document to which Needle or Subco is or will be a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would have a Material Adverse Effect;

(15)	there are no legal or governmental proceedings pending or, to the Knowledge of Needle, contemplated or threatened, to which Needle is a party or to which the property of Needle is subject;

(16)	the audited annual financial statements of Needle as at June 30, 2017, as well as the unaudited condensed financial statements of Needle for the interim period ending March 31, 2018, and the notes thereto (collectively, the "Needle Financial Statements"), in each case, have been prepared in accordance with IFRS, present fairly, in all material respects, the financial position of Needle as at such date, and do not omit to state any material fact that is required by IFRS or by applicable law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;

(17)	Needle has no outstanding material liability, whether direct, indirect, absolute or contingent or otherwise, which is not reflected in the Needle Financial Statements;

(18)	except as disclosed to Flowr and as will be disclosed in the Filing Statement, Needle has not entered into any material contract as of the date hereof;

(19)	except as disclosed in the Needle Financial Statements, Needle has not engaged in any transaction with any non-arm's length person;

(20)	all Taxes due and payable by Needle have been paid or provision made therefor in the financial statements of Needle except for where the failure to pay such Taxes would not result in a Material Adverse Effect for Needle. All Tax Returns, declarations, remittances and filings required to be filed by Needle have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the Knowledge of Needle, no examination of any Tax Return of Needle is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by Needle. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Needle;

(21)	as at March 31, 2018, Needle had current and other assets, net of liabilities, of approximately $323,032;

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(22)	other than as set out in Section 6.6, there is no person, firm or company acting or purporting to act at the request of Needle who is entitled to any brokerage or finder's fee in connection with the transactions contemplated in the Documents;

(23)	Needle has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operation, including all the policies of the TSXV, and Needle has not received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any concessions, licences, leases or other instruments conferring rights to Needle;

(24)	since the date of its incorporation, Subco has not conducted any active business (other than any business required in connection with the Amalgamation), and has no assets and no liabilities;

(25)	neither Needle nor any subsidiary of Needle:

	(i)	currently owns any real property or holds any ownership interest in any real property, or has owned or held any ownership interest in any real property in the past, in each case either as legal owner or beneficial owner thereof; or

	(ii)	currently leases any real property or holds any leasehold interest in any real property or has leased or held any leasehold interest in any real property in the past;

(26)	neither Needle nor its subsidiaries currently has nor has it had any employees whether actively at work or not or any independent contractors, and Needle is not bound by or a party to any employment or independent contracts;

(27)	the severance obligation to management and employees of Needle and its subsidiaries in connection with the Amalgamation is $nil;

(28)	no current or former director, officer, shareholder, employee or independent contractor of Needle or any person not dealing at arm's length within the meaning of the Income Tax Act (Canada) with any such person is indebted to Needle;

(29)	since the date of its incorporation Needle has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on Needle Shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any Needle Shares or securities or agreed to do any of the foregoing;

(30)	there is not, in the constating documents or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which Needle is a party any restriction upon or impediment to, the declaration or payment of dividends by the directors of Needle or the payment of dividends by Needle to the holders of its securities;

(31)	Needle is not a party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument;

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(32)	except to the extent that Needle must comply with the policies of the TSXV, Needle is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of Needle to compete in any line of business, or to transfer or move any of its assets or operations or which materially or adversely affects the business practices, operations or condition of Needle or which would prohibit or restrict Needle from entering into and completing the Business Combination;

(33)	Needle is not a party to any agreement nor to the Knowledge of Needle is there any agreement, which in any manner affects the voting control of any of the securities of Needle;

(34)	Needle is not aware of any pending or contemplated change to any applicable Law or governmental position that would materially affect the business of Needle;

(35)	the Books and Records of Needle are complete and accurate in all material respects and all corporate proceedings and actions reflected in such Books and Records have been conducted or taken in compliance, in all material respects, with applicable Laws and with the Governing Documents of Needle;

(36)	all accounting and financial Books and Records of Needle have been fully, properly and accurately kept and completed in all material respects. All material financial transactions of Needle have been accurately recorded in the Books and Records of Needle for the periods noted therein and such Books and Records fairly present the financial position and the affairs of Needle for the periods noted therein. The Books and Records of Needle and other data and information are not recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which are not available to Needle in the Ordinary Course;

(37)	neither Needle nor any of its subsidiaries has made any assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. Neither Needle nor any of its subsidiaries have initiated proceedings with respect to a compromise or arrangement with their respective creditors, or for winding-up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of Needle, its subsidiaries or their respective assets and no execution or distress has been levied on any of their respective assets, nor have proceedings been commenced in respect of any of the foregoing. Needle or its subsidiaries have not incurred any liability or not exceeded any assets necessary for the operation of their business as a result of the dissolution or bankruptcy of any corporation that was controlled by Needle at any time;

(38)	neither Needle nor any of its subsidiaries is a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of Needle or any of its subsidiaries to compete in any line of business, transfer or move any of its assets or operations;

(39)	no representation, warranty or statement of Needle or Subco in the Documents contains or will contain at the Effective Time any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading;

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(40)	Needle does not maintain any insurance, other than insurance in respect of its directors and officers; and

(41)	there are no plans for retirement, bonus, stock purchase, stock option, profit sharing, deferred compensation, severance or termination pay, medical, hospital, dental, vision care, drug, sick leave, disability, insurance, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by Needle or any of its subsidiaries for the benefit of any current or former director, officer, employee or consultant of Needle or any of its subsidiaries.

Section 4.3

Representations and Warranties of Subco

Subco represents and warrants to and in favour of Flowr and Needle as follows, and acknowledges that Flowr and Needle are relying upon such representations and warranties:

(1)	Subco is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against Subco in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally);

(2)	the authorized capital of Subco consists of an unlimited number of Subco Shares. An aggregate of 100 Subco Shares are issued and outstanding, all of which are owned by Needle. No person, firm, corporation or other entity holds any securities convertible or exchangeable into securities of Subco, or now has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement, option or right for the purchase, subscription or issuance of any unissued shares, securities (including convertible securities) or warrants of Subco; and

(3)	Subco has been incorporated solely for the purpose of the Amalgamation and has never carried on any active business (other than such business required in connection with the Amalgamation), and has no material assets and no liabilities.

Section 4.4

Survival

For greater certainty, the representations and warranties of each of Flowr, Needle and Subco contained herein shall survive the execution and delivery of this Agreement and shall terminate and be extinguished on the earlier of the termination of this Agreement in accordance with its terms and the Effective Time.

ARTICLE 5
CONDUCT OF BUSINESS

Section 5.1

Conduct of Business by the Parties

Except as required by Law or is otherwise expressly permitted or specifically contemplated by this Agreement, each of the Parties covenants and agrees that, during the period from the date of this Agreement until the earlier of either the Effective Time or the time that this Agreement is terminated by its terms, unless each of the other Parties shall otherwise agree in writing:

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	(a)	it shall, and shall cause its Subsidiaries to conduct business in, and not take any action except in, the usual and ordinary course of business, with the exception of reasonable costs incurred in connection with the Business Combination, and it shall and shall cause its Subsidiaries to use all commercially reasonable efforts to maintain and preserve its business organization, assets, employees and advantageous business relationships;

	(b)	other than as contemplated by this Agreement, it shall not directly or indirectly do or permit to occur any of the following:

	(i)	other than in connection with the Consolidation, Continuance, Amalgamation or the Needle Name Change, amend its Governing Documents;

	(ii)	declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its shares owned by any Person other than inter-corporate loans and advances;

(iii)

issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire shares other than, in the case of Needle, (A) the issuance of Needle Shares upon the exercise of any Needle Options and (B) the issuance of Needle Shares upon the exercise of any Needle Agent’s Warrants and, in the case of Flowr: (A) in connection with the Financing; (B) the 6,635,530 Flowr Plan Options to be issued on August 15, 2018; (C) the issuance of Flowr Shares upon the exercise of any Flowr Convertible Securities; and (D) the issuance of Flowr Shares upon the conversion of the Flowr ULC Class A Shares;

	(iv)	redeem, purchase or otherwise acquire any of its outstanding shares or other securities including, without limitation, under an issuer bid;

	(v)	other than the Consolidation, split, combine or reclassify any of its shares;

	(vi)	reduce its stated capital;

	(vii)	adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of itself or any of its Subsidiaries; or

	(viii)	enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing, except as permitted above.

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ARTICLE 6
COVENANTS

Section 6.1

Waiver of Notice of Subco Shareholder Meeting and Resolution in Lieu of Meeting by Needle

Needle, as sole shareholder of Subco, shall waive notice of and its attendance at a meeting of the shareholders of Subco to approve the Amalgamation and shall sign a resolution in writing of the sole shareholder of Subco approving the Amalgamation.

Section 6.2

Representations and Warranties

(1)	Flowr covenants and agrees that from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time it shall not, and shall ensure that its Subsidiaries do not, take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in Section 4.1 being untrue in any material respect.

(2)	Needle covenants and agrees that, from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time it shall not, and its subsidiaries shall not, take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in Section 4.2 being untrue in any material respect.

(3)	Subco covenants and agrees that from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time it shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in Section 4.3 being untrue in any material respect.

Section 6.3

Notice of Material Change

(1)	From the date hereof until the termination of this Agreement, each Party shall promptly notify the other Parties in writing of:

	(a)	any change in the facts relating to any representation or warranty set out in Section 4.1, Section 4.2, or Section 4.3 hereof, as applicable, which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect; or

	(b)	any material fact which arises and which would have been required to be stated herein had the fact arisen on or prior to the date of this Agreement.

(2)

Each of the Parties shall in good faith discuss with the other any change in circumstances (actual, anticipated, contemplated or, to its knowledge of its or any of its Subsidiaries, threatened, financial or otherwise) which is of such a nature that there may be a reasonable question as to whether notice need to be given to the other pursuant to this section.

Section 6.4

Non-Solicitation

None of the Parties shall solicit any offers to purchase its shares or assets and neither of Needle nor Flowr will initiate or encourage any discussions or negotiations with any third party with respect to such a transaction or amalgamation, merger, take-over, plan of arrangement or similar transaction during the period commencing on the date hereof and ending on the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (excluding, for greater certainty, any solicitations by Flowr of offers to purchase Flowr Subscription Receipts under the Financing). The Parties shall immediately cease and cause to be terminated any existing discussions or negotiations with any third party related to any of the foregoing. In the event any of the Parties is approached in respect of any such transaction, it shall immediately notify the other.

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Section 6.5

Covenants of Subco

Subco hereby covenants and agrees with Flowr that it will:

	(a)	on the Effective Date, be a corporation which has, at no time, carried on any active business, (other as is necessary to effect the Amalgamation);

	(b)	use its commercially reasonable efforts to cause each of the conditions precedent set forth in Section 8.1, Section 8.2 and Section 8.3 hereof to be complied with;

	(c)	unless Flowr otherwise agrees in writing, until the earlier of the Effective Date or the date that this Agreement is terminated by its terms:

	(i)	not conduct any business (other than as required in connection with the Amalgamation), and shall use all commercially reasonable efforts to maintain and preserve its corporate existence; and

	(ii)	not directly or indirectly, amend its constating documents, declare, set aside or pay any dividend or other distribution or payment or otherwise to or for the benefit of its shareholders or reduce its stated capital; and

(d)

subject to the approval of the shareholders of Flowr, Needle (if required by the TSXV) and Subco being obtained with respect to the Amalgamation and subject to the obtaining of all applicable Regulatory Approvals, including the conditional approval of the TSXV, thereafter jointly with Flowr file with the Director articles of amalgamation and such other documents as may be required to give effect to the Amalgamation upon and subject to the terms and conditions of this Agreement.

Section 6.6

Finder's Fee Agreement

Notwithstanding anything in this Agreement, the Parties agree that Needle shall enter into a finder's fee agreement whereby it shall agree to pay to Industrial Alliance Securities Inc., or its nominee, a finder's fee in respect of the Business Combination in an amount equal to 7% of the value of the securities of Needle outstanding immediately prior to closing of the Business Combination. For greater certainty, such amount shall be calculated on the diluted share capital, which each Needle Share having a deemed value of $0.15 per share (adjusted accordingly to take into account the effect of the Consolidation), for a total fee of $86,310. Such fee shall be payable in cash or Resulting Issuer Shares, at the discretion of Flowr and subject to Regulatory Approval.

Section 6.7

Other Covenants

Each of the Parties covenants and agrees that it shall:

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	(a)	use all commercially reasonable efforts to consummate the Business Combination, the Financing and all matters described in the Filing Statement, subject only to the terms and conditions hereof and thereof;

	(b)	use all commercially reasonable efforts to obtain all appropriate Regulatory Approvals;

	(c)	other than in connection with the Consolidation and the Financing, will not split, consolidate or reclassify any of its outstanding securities, nor declare, set aside or pay any dividends on or make any other distributions on or in respect of its outstanding securities; and

	(d)	not, other than in connection with the Business Combination, reorganize, amalgamate or merge with any other person, nor acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities or substantially all of the assets of or otherwise, any business or Person which acquisition or other transaction would reasonably be expected to prevent or materially delay the Business Combination contemplated hereby.

ARTICLE 7
MUTUAL COVENANTS

Section 7.1

Other Filings

The Parties shall, as promptly as practicable hereafter, prepare and file all filings required under Applicable Securities Laws, the rules of the TSXV or any other applicable Laws relating to the Business Combination contemplated hereby.

Section 7.2

Additional Agreements

Subject to the terms and conditions of this Agreement and subject to fiduciary obligations under applicable Laws, each of the Parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Business Combination contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts:

	(a)	to obtain all necessary waivers, consents and approvals from other Parties to material agreements, leases and other contracts or agreements;

	(b)	to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Business Combination contemplated hereby;

	(c)	to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Business Combination contemplated hereby;

	(d)	to effect all necessary registrations and other filings and submissions of information requested by the TSXV;

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	(e)	to effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities; and

	(f)	to fulfill all conditions and satisfy all provisions of this Agreement.

For purposes of the foregoing, the obligation to use "commercially reasonable efforts" to obtain waivers, consents and approvals to loan agreements, leases and other contracts shall not include any obligation to agree to a materially adverse modification of the terms of such documents or to prepay or incur additional material obligations to such other Parties.

Section 7.4

Confidentiality

All information provided to or received by the parties hereunder shall be treated as confidential (“Confidential Information”). Subject to the provisions of this Section 7.4, no Confidential Information shall be used, disclosed or published by any party hereto without the prior written consent of the others, but such consent in respect of the reporting of factual data shall not be unreasonably withheld. The consent required by this Section 7.4 shall not apply to a disclosure to:

	(a)	comply with any applicable Laws, stock exchange rules or a regulatory authority having jurisdiction;

	(b)	a director, officer or employee of a party;

	(c)	an affiliate (within the meaning of the OBCA) of a party;

	(d)	a consultant, contractor or subcontractor of a party that has a bona fide need to be informed;

	(e)	any third party to whom the disclosing party may assign any of its rights under this Agreement; or

	(f)	a bank or other financial institution from which the disclosing party is seeking equity or debt financing,

provided, however, that in the case of subsection (e) the third party or parties, as the case may be, agree to maintain in confidence any of the Confidential Information so disclosed to them.

	(a)	as of the date of this Agreement, was in the public domain;

	(b)	after the date of this Agreement, was published or otherwise became part of the public domain through no fault of the disclosing party or an affiliate thereof (but only after, and only to the extent that, it is published or otherwise becomes part of the public domain); or

	(c)	was information that the disclosing party or its affiliates were required to disclose pursuant to the order of any governmental authority or judicial authority.

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ARTICLE 8
CONDITIONS AND CLOSING MATTERS

Section 8.1

Mutual Conditions Precedent

The respective obligations of the Parties hereto to complete the Amalgamation as the final step of the Business Combination contemplated by this Agreement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent, each of which may be waived only by the mutual consent of the Parties:

	(a)	Needle and Flowr shall have executed and delivered a copy of the Filing Statement to the TSXV and such Filing Statement shall have been accepted by the TSXV;

	(b)	the TSXV shall have conditionally accepted the Business Combination as the Qualifying Transaction of Needle and the listing of the Resulting Issuer Shares issuable pursuant to the Business Combination;

	(c)	there shall not be in force any order or decree restraining or enjoining the consummation of the Business Combination;

	(d)	the Certificate of Amendment shall have been issued by the Director giving effect to the Consolidation;

	(e)	this Agreement shall not have been terminated pursuant to Article 9;

	(f)	all Regulatory Approvals and corporate approvals shall have been obtained;

	(g)	the requisite approval of the shareholders of Flowr of the Amalgamation shall have been obtained;

	(h)	the requisite approval of the shareholders of Needle of the Consolidation, the Continuation, Needle Director Appointments, the Needle Name Change and the appointment of MNP LLP as the auditor of Needle shall have been obtained;

	(i)	the Financing shall have been completed for aggregate gross proceeds of no less than $5 million to arm's length subscribers and the net proceeds of the Financing shall have been released from escrow;

	(j)	there shall be no prohibition at Law against the completion of the Business Combination (including the Amalgamation); and

	(k)	Flowr and Needle having delivered a joint notice to the Subscription Receipt Agent confirming that all of the conditions to the completion of the Amalgamation as set forth in Sections 8.1, 8.2 and 8.3 hereof conditions have been satisfied or waived (to the extent permitted hereunder).

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If any of the above conditions shall not have been complied with or waived by the Parties on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

Section 8.2

Additional Conditions Precedent to the Obligations of Flowr

The obligations of Flowr to complete the Business Combination contemplated by this Agreement shall also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of Flowr and may be waived by Flowr and any one or more of which, if not satisfied or waived, will relieve Flowr of any obligation under this Agreement):

	(a)	the representations and warranties of Needle and Subco contained in the Documents, as applicable, shall be true and correct as of the Effective Date with the same force and effect as if such representations and warranties had been made on and as of such date and Needle shall have executed and delivered a certificate of a senior officer to that effect. The receipt of such certificate and the closing of the Business Combination shall not constitute a waiver of the representations and warranties of Needle or Subco which are contained in this Agreement. Upon delivery of such declaration, the representations and warranties of Needle in or made pursuant to this Agreement shall be deemed to have been made on and as of the Effective Date with the same force and effect as if made on and as of such date;

	(b)	Needle and Subco shall have fulfilled or complied with all obligations, covenants and agreements contained in the Documents to be fulfilled or complied with by it at or prior to the Effective Date and Needle shall have executed and delivered a certificate of a senior officer to that effect. The receipt of such certificate and the closing of the Business Combination shall not constitute a waiver by Flowr of the covenants of Needle or Subco which are contained in this Agreement;

	(c)	on or prior to the Effective Date, and effective upon completion of the Amalgamation, each of the directors and officers of Needle shall have tendered their resignations and provided releases in a form acceptable to Flowr and the board of directors of Needle, subject to the approval of the TSXV, shall have been reconstituted to give effect to the Needle Director Appointments;

	(d)	the Needle Shareholders shall have approved the Needle Director Appointments, the Needle Name Change, the Continuance and the Consolidation;

	(e)	Needle, as the sole shareholder of Subco, shall have approved the Amalgamation of Subco by way of written resolution;

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	(f)	Needle shall have entered into the Needle Share Exchange Agreement, which sets out the rights of the Flowr US Shareholders to exchange their Flowr ULC Class A Shares, following completion of the Business Combination, for Resulting Issuer Shares;

	(g)	no Material Adverse Change with respect to Needle shall have occurred between the date hereof and the Effective Date;

	(h)	the Needle board of directors shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by Needle to permit the consummation of the Business Combination and the transactions contemplated therewith;

	(i)	all third party consents, waivers, permits, orders and approvals required in connection with the consummation of the Business Combination will have been provided or obtained on terms and conditions acceptable to the Parties, acting reasonably, at or before the Effective Date, except where the failure to provide or obtain such would not have a Material Adverse Effect, would not materially adversely affect Flowr or would not prevent or materially impede the completion of the Business Combination contemplated hereby;

	(j)	no legal proceeding or opposition shall have been commenced, pending, threatened, taken, entered or promulgated before or by any Governmental Authority or by any other Person, and no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of Law) shall have been proposed, enacted, promulgated, amended or applied, in any case: (a) to cease trade, enjoin, prohibit or impose material conditions on the Business Combination or the transactions contemplated therein or herein; (b) to prohibit or restrict the completion of the Business Combination in accordance with the terms hereof or otherwise relating to the Business Combination; or (c) that would have a Material Adverse Effect, or would materially adversely affect Flowr; and

	(k)	Flowr shall have received from counsel to Needle favourable legal opinions concerning such matters with respect to the Business Combination as are customary in similar transactions and as Flowr and its counsel may reasonably request.

If any of the above conditions shall not have been complied with or waived by the Parties on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to the cure provision provided for in Section 8.2(c), Flowr may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Flowr. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by Flowr of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, Flowr shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own noncompliance with its obligations under this Agreement.

Section 8.3

Additional Conditions Precedent to the Obligations of Needle and Subco

The obligations of Needle and Subco to complete each step of the Business Combination contemplated by this Agreement shall also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of Needle and may be waived by Needle and any one or more of which, if not satisfied or waived, will relieve Needle of any obligation under this Agreement):

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	(a)	the representations and warranties of Flowr contained in the Documents and the Agency Agreement shall be true and correct as of the Effective Date with the same force and effect as if such representations and warranties had been made on and as of such date and Flowr shall have executed and delivered a certificate of a senior officer to that effect. The receipt of such certificate and the closing of the Business Combination shall not constitute a waiver of the representations and warranties of Flowr which are contained in the Documents or the Agency Agreement. Upon delivery of such declaration, the representations and warranties of Needle in or made pursuant to the Documents and the Agency Agreement shall be deemed to have been made on and as of the Effective Date with the same force and effect as if made on and as of such date;

	(b)	Flowr shall have fulfilled or complied with all obligations, covenants and agreements contained in the Documents and the Agency Agreement to be fulfilled or complied with by it at or prior to the Effective Date and Flowr shall have executed and delivered a certificate of a senior officer to that effect. The receipt of such certificate and the closing of the Business Combination shall not constitute a waiver by Flowr of the covenants of Needle or Subco which are contained in the Documents or the Agency Agreement;

	(c)	At or prior to the Effective Date, and effective upon completion of the Amalgamation, the Resulting Issuer shall have executed and delivered releases to the resigning directors and officers of Needle, in a form acceptable to such directors and officers;

	(d)	no Material Adverse Change with respect to Flowr or the Flowr Subsidiaries taken as a whole shall have occurred between the date hereof and the Effective Date;

	(e)	the Flowr Shareholders shall have approved the Amalgamation and the Amalgamation Agreement at the Flowr Meeting;

	(f)	the board and the shareholders of Flowr shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by Flowr to permit the consummation of the Business Combination and the transactions contemplated therewith;

	(g)	the number of Flowr Shares in respect of which shareholders of Flowr have dissented in connection with the resolutions authorizing the Amalgamation shall not exceed 5% of the number of issued and outstanding Flowr Shares;

	(h)	all third party consents, waivers, permits, orders and approvals required in connection with the consummation of the Business Combination will have been provided or obtained on terms and conditions acceptable to the Parties, acting reasonably, at or before the Effective Date, except where the failure to provide or obtain such would not have a Material Adverse Effect, would not materially adversely affect Needle or Subco or would not prevent or materially impede the completion of the Business Combination contemplated hereby;

	(i)	no legal proceeding or opposition shall have been commenced, pending, threatened, taken,entered or promulgated before or by any Governmental Authority or by any other Person, and no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of Law) shall have been proposed, enacted, promulgated, amended or applied, in any case: (a) to cease trade, enjoin, prohibit or impose material conditions on the Business Combination or the transactions contemplated therein or herein; (b) to prohibit or restrict the completion of the Business Combination in accordance with the terms hereof or otherwise relating to the Business Combination; or (c) that would have a Material Adverse Effect, or would materially adversely affect Needle or Subco; and

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	(j)	Needle shall have received from counsel to Flowr favourable legal opinions concerning such matters with respect to the Business Combination as are customary in similar transactions and as Needle and its counsel may reasonably request, including with respect to the corporate existence and ownership of the Flowr Subsidiaries;

	(k)	Needle shall have completed its investigation into Flowr and the Flowr Subsidiaries and all other matters it deems relevant and such investigation shall not have disclosed any matter which Needle, acting reasonably, considers to be materially adverse to Flowr or materially adverse to its decision to complete the Business Combination;

	(l)	upon effecting the Amalgamation, less than fifty percent (50%) of the outstanding voting securities of Needle (and, upon closing of the Business Combination, the Resulting Issuer) shall be directly or indirectly held of record by U.S. Persons such that Needle is considered to be a "foreign private issuer" under the US Securities Act and any applicable United States securities laws;

	(m)	the TSXV Escrow Agreement shall have been duly executed and delivered by all parties thereto;

	(n)	Needle shall have obtained a waiver of TSXV sponsorship requirements under TSXV policies, or in the alternative, a Sponsor (as defined in TSXV policies) filing an acceptable Sponsor's report with the TSXV;

	(o)	Needle shall have received consents from David Towill, Lyle Oberg, Thomas Flow, David Miller and Steve Klein to act as directors of Needle with effect as of the Effective Time; and

	(p)	the Flowr Shareholders Agreement shall terminate in accordance with its terms, or be terminated.

If any of the above conditions shall not have been complied with or waived by the Parties on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to the cure provision provided for in Section 8.3(b), Needle and Subco may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Needle or Subco. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by Needle or Subco of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, either Party shall rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

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Section 8.4

Notice of Failure to Comply with Covenants or Conditions

Each Party shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof to the Effective Date, of any event or state of facts that would, or would be likely to: (a) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect, or (b) result in the failure to comply with or satisfy any covenant or condition to be complied with or satisfied by any Party hereunder; provided, however, that no such notification shall affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder.

Section 8.5

Merger of Conditions

The conditions set out in Sections 8.1, 8.2 and 8.3 shall be conclusively deemed to have been satisfied, waived or released by the Parties on the filing of the Articles of Amalgamation with the Director and such other documents as are required to be filed under the OBCA for acceptance by the Director to give effect to the Amalgamation.

Section 8.6

Closing Matters

The completion of the transactions contemplated under this Agreement shall be closed at the offices of Flowr's counsel, DLA Piper (Canada) LLP at 10:00 a.m. (Toronto time) on the Effective Date.

ARTICLE 9
TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS

Section 9.1

Termination

This Agreement may be terminated by written notice promptly given to the other Party hereto, at any time prior to the Effective Date:

	(a)	by mutual agreement in writing by the Parties;

	(b)	if the Effective Date has not occurred by the Completion Deadline; or

	(c)	as set forth in Section 8.1, Section 8.2 and Section 8.3 of this Agreement.

Section 9.2

Effect of Termination

In the event of the termination of this Agreement as provided in Section 9.1 hereof, this Agreement shall forthwith have no further force or effect and there shall be no obligation on the part of Needle, Subco or Flowr hereunder except the provisions in Section 9.3, Section 10.8 and this Section 9.2, which provisions shall survive the termination of this Agreement. Nothing herein shall relieve any Party from liability for any breach of this Agreement.

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Section 9.3

Fees and Expenses

Except as noted in this Section 9.3, the Parties hereto shall be responsible for the payment of their own professional fees (including but not limited to legal and accounting fees) and other expenses incurred by them in connection with this Agreement whether or not the Business Combination is completed. For clarity, Flowr shall be responsible for paying the costs and fees payable to the TSXV regarding their review of the Business Combination and the PIFs to be submitted by the proposed executive officers and directors of the Resulting Issuer.

Section 9.4

Amendment

This Agreement may, at any time on or before the Effective Date be amended by mutual agreement between the Parties hereto. This Agreement may not be amended except by an instrument in writing signed by the appropriate officers on behalf of each of the Parties hereto.

Section 9.5

Dissenting Shareholders

On the earlier of the Effective Date, the making of an agreement between a Dissenting Shareholder and Flowr for the purchase of their Dissenting Flowr Shares or the pronouncement of a court order pursuant to Section 185 of the OBCA, a Dissenting Shareholder shall cease to have any rights as a Flowr Shareholder other than the right to be paid the fair value of its Dissenting Flowr Shares in the amount agreed to or as ordered by the court, as the case may be. Notwithstanding anything in this Agreement to the contrary, Dissenting Flowr Shares which are held by a Dissenting Shareholder shall not be exchanged for post-Consolidation Needle Shares on the Effective Date as provided in Section 2.1 hereof. However, in the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder's claim under Section 185 of the OBCA or otherwise forfeits the Dissenting Shareholder's right to make a claim under Section 185 of the OBCA, the Dissenting Shareholder's Dissenting Flowr Shares shall thereupon be deemed to have been exchanged as of the Effective Date for post-Consolidation Needle Shares on the basis set forth in Section 2.1 hereof.

Section 9.6

Waiver

A Party may (i) extend the time for the performance of any of the obligations or other acts of the other Party, (ii) waive compliance with any of the other Party's agreements or the fulfillment of any of its conditions contained herein or (iii) waive inaccuracies in another Party's representations or warranties contained herein or in any document delivered by the other Party hereto; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

ARTICLE 10
GENERAL

Section 10.1

Notices

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by facsimile or e-mail or sent by prepaid overnight courier to the Parties at the following addresses (or at such other addresses as shall be specified by the Parties by like notice):

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if to Flowr or Subco:

	The Flowr Corporation
	100 Allstate Parkway, Suite 201
	Markham, Ontario L3R 6H3
	Attention:	Alexander Dann
	E-mail:	adann@flowr.ca

	with a copy to:

	DLA Piper (Canada) LLP
	Suite 6000, 1 First Canadian Place
	100 King Street West
	Toronto, Ontario M5X 1E2
	Attention:	Ted Maduri
	E-mail:	ted.maduri@dlapiper.com

	if to Needle:

	The Needle Capital Corp.
	1900, 520 - 3^rdAvenue SW
	Calgary, Alberta	T2P 0R3
	Attention:	Robb McNaughton
	E-mail:	RMcNaughton@blg.com

	with a copy to:

	Borden Ladner Gervais LLP
	1900, 520 - 3^rdAvenue SW
	Calgary, Alberta	T2P 0R3
	Attention:	Robb McNaughton
	E-mail:	RMcNaughton@blg.com

Section 10.2

Assignment

Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the Parties hereto without the prior written consent of the other Party.

Section 10.3

Complete Agreement

This Agreement sets forth the entire understanding between the Parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof, including but not limited to, the letter of intent dated February 12, 2018, between Flowr and Needle. No other agreements, representations, warranties or other matters, whether oral or written, shall be deemed to bind the Parties hereto with respect to the subject matter hereof.

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Section 10.4

Further Assurances

Each Party hereto shall, from time to time, and at all times hereafter, at the request of the other Party hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

Section 10.5

Severability

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.6

Counterpart Execution

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 10.7

Investigation by Parties

No investigations made by or on behalf of either Party or any of their respective authorized agents at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other Party in or pursuant to this Agreement.

Section 10.8

Public Announcement; Disclosure and Confidentiality

(1)	Unless and until the transactions contemplated in this Agreement will have been completed, none of the Parties shall make any public announcement concerning this Agreement or the matters contemplated herein, their discussions or any other memoranda, letters or agreements between them relating to the matters contemplated herein without the prior consent of the other Parties, which consent shall not be unreasonably withheld, provided that no party shall be prevented from making any disclosure which is required to be made by law or any rules of a stock exchange or similar organization to which it is bound.

(2)	All information provided to or received by the parties hereunder shall be treated as confidential ("Confidential Information"). Subject to the provisions of this Section, no Confidential Information shall be published by any party hereto without the prior written consent of the others, but such consent in respect of the reporting of factual data shall not be unreasonably withheld. The consent required by this Section shall not apply to a disclosure to: (a) comply with any applicable laws, stock exchange rules or a regulatory authority having jurisdiction; (b) a director, officer or employee of a party; (c) an Affiliate of a party; (d) a consultant, contractor or subcontractor of a party that has a bona fide need to be informed; or (e) any third party to whom the disclosing party may assign any of its rights under this Agreement; provided, however, that in the case of subsection (e) the third party or parties, as the case may be, agree to maintain in confidence any of the Confidential Information so disclosed to them.

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(3)

The obligations of confidence and prohibitions against use of Confidential Information under this Agreement shall not apply to information that the disclosing party can show by reasonable documentary evidence or otherwise: (a) as of the date of this Agreement, was in the public domain; (b) after the date of this Agreement, was published or otherwise became part of the public domain through no fault of the disclosing party or an Affiliate thereof (but only after, and only to the extent that, it is published or otherwise becomes part of the public domain); or (c) was information that the disclosing party or its Affiliates were required to disclose pursuant to the order of any Governmental authority or judicial authority.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

THE FLOWR CORPORATION


Per:	“Alexander Dann”
	Name:	Alexander Dann
	Title:	CFO


THE NEEDLE CAPITAL CORP.


Per:	“Daniel Lanskey”
	Name:	Daniel Lanskey
	Title:	Chairman


2652253 ONTARIO INC.


Per:	“Robb McNaughton”
	Name:	Robb McNaughton
	Title:	Director

BUSINESS COMBINATION AGREEMENT - SIGNATURE PAGE

SCHEDULE "A"

AMALGAMATION AGREEMENT

(Attached)

TH I S AMALGAMATION AGREEMENT is made as of the 27^th day of August, 2018,

AMONG:

THE NEEDLE CAPITAL CORP.,
a corporation incorporated under the laws of the Province of Alberta
(“Needle”);

- and -

2652253 ONTARIO INC.,
a corporation incorporated under the laws of the Province of Ontario
(“Subco”);

- and -

THE FLOWR CORPORATION,
a corporation incorporated under the laws of the Province of Ontario
(“Flowr”);

WHEREAS Flowr and Needle have agreed to combine their businesses and assets pursuant to the Business Combination Agreement;

AND WHEREAS Flowr and Subco are each incorporated under the OBCA;

AND WHEREAS Subco is a wholly-owned subsidiary of Needle;

AND WHEREAS the authorized capital of Flowr consists of an unlimited number of Flowr Common Shares, an unlimited number of Flowr Class A Shares and an unlimited number of Flowr Class B Shares, of which 56,884,361 Flowr Common Shares, 15,000,000 Flowr Class A Shares and no Class B Shares are issued and outstanding at the date hereof as fully paid and non-assessable shares;

AND WHEREAS the authorized capital of Subco consists of an unlimited number of Subco Shares, of which one-hundred (100) Subco Shares are issued and outstanding at the date hereof as fully paid and non-assessable shares, all of which are owned beneficially and of record by Needle;

AND WHEREAS pursuant to the Amalgamation, and subject to the terms of the Business Combination Agreement, Flowr and Subco shall amalgamate and continue as Amalco, which shall become a wholly-owned subsidiary of Needle, and Needle shall issue to each Flowr Shareholder one (1) Needle Share for each one (1) Flowr Share held;

AND WHEREAS Flowr, Needle and Subco have each made full disclosure to the other of all their respective assets and liabilities;

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties agree as follows:

1.	Interpretation

In this Agreement, including the recitals hereto, the following words and expressions shall have the respective meanings ascribed to them below:

“Agents” means Clarus Securities Inc., Eight Capital, Sprott Capital Partners, Echelon Wealth Partners

Inc. and Industrial Alliance Securities Inc.;

“Agreement” means this agreement, its recitals and exhibits, as the same may be amended, modified or supplemented from time to time;

“Amalco” means the corporation resulting from the Amalgamation;

“Amalco Shareholder” means a registered holder of Amalco Shares, from time to time, and “Amalco Shareholders” means all of such holders;

“Amalco Shares” means the common shares in the share capital of Amalco, all of which will be owned beneficially and of record by the Resulting Issuer;

“Amalgamating Corporations” means Flowr and Subco and “Amalgamating Corporation” means either of them as applicable;

“Amalgamation” means the amalgamation of the Amalgamating Corporations pursuant to Section 174 of the OBCA and on the terms and conditions set forth in this Agreement;

“Articles of Amalgamation” means the articles of amalgamation giving effect to the Amalgamation to be filed with the Director appointed under the OBCA pursuant to this Agreement, in the form annexed hereto as Exhibit “A”;

“Brokered Financing” means the brokered private placement by Flowr of 980,000 Flowr Subscription Receipts at a price of $2.60 per Flowr Subscription Receipt for aggregate gross proceeds of up to $2,548,000 pursuant to the terms of the Agency Agreement;

“Business Combination Agreement” means the business combination agreement dated August 27, 2018 between Flowr and Needle;

“CDS” means CDS Clearing and Depositary Services Inc.;

“Certificate of Amalgamation” means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

“Consolidation” means the consolidation of the issued and outstanding Needle Shares on the basis of one (1) post-Consolidation Needle Share for every seventeen (17) pre-Consolidation Needle Shares;

“Depositary” means TMX Trust Company at its principal office in Calgary, Alberta, which is also the transfer agent and registrar for the Needle Shares;

“Director” means the Director appointed under Section 278 of the OBCA;

“Dissenting Shareholder” means a registered Flowr Shareholder who, in connection with the special resolution of the Shareholders approving the Amalgamation and the Amalgamation Agreement, has exercised the right to dissent pursuant to Section 185 of the OBCA in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of his, her or its Flowr Shares and who has not withdrawn the notice of the exercise of such right as permitted by Section 185 of the OBCA;

“Effective Date” means the date shown on the Certificate of Amalgamation;

“Effective Time” means 12:01 am (Toronto time) on the Effective Date;

“fair value” where used in relation to a Flowr Share held by a Dissenting Shareholder, means fair value as determined pursuant to Section 185 of the OBCA;

“Financing” means, together, the Brokered Financing and the Non-Brokered Financing by Flowr of up to 13,807,734 Flowr Subscription Receipts for aggregate gross proceeds of up to $35,900,108.40;

“Flowr Class A Shares” means the class A preferred shares in the capital of Flowr;

“Flowr Class B Shares” means the class B preferred shares in the capital of Flowr;

“Flowr Common Shares” means the common shares in the capital of Flowr;

“Flowr Broker Warrants” means the broker warrants issued to the Agents on closing of the Brokered Financing exercisable to acquire the number of Flowr Common Shares that is equal to 3% of the total number of Flowr Subscription Receipts sold in the Brokered Financing (reduced to 1.5% in respect of sales to the subscribers on the President’s List in the event that the gross proceeds of the Brokered Financing, less the portion of the Brokered Financing that forms the President’s List or is from the Lead Investor, is less than $10 million). Each Flowr Broker Warrant will entitle the holder thereof to purchase one Flowr Common Share at an exercise price of $2.60 for a period of twenty-four (24) months following the closing of the Financing;

“Flowr Options” means the stock options to purchase Flowr Common Shares granted to Flowr's directors, officers, employees, contractors and other eligible persons, of which, as of the date of this Agreement, there are 4,325,000 Flowr Options issued and outstanding, each of which is exercisable to acquire one (1) Flowr Common Share originally at an exercise price of $0.000001 per share but which exercise price will be adjusted to $0.05 per share as mandated by the TSXV, with expiry dates between December 18, 2018 and October 30, 2022;

“Flowr Plan Options” means the 7,695,530 options to purchase Flowr Common Shares granted pursuant to the Flowr Stock Option Plan. Each Flowr Plan Option is exercisable to acquire one (1) Flowr Common Share at an exercise price of $2.60 per share, with expiry dates between June 1, 2023 and August 14, 2023;

“Flowr Shares” means the shares in the capital of Flowr, including the Flowr Common Shares, the Flowr Class A Shares and the Flowr Class B Shares, and for greater certainty, for purposes of the Amalgamation, the Flowr Shares shall include any Flowr Shares issuable upon the conversion or exercise of the Flowr Convertible Securities (as defined in the Business Combination Agreement) and the Flowr Subscription Receipts immediately prior to the completion of the Business Combination;

“Flowr Shareholder” means a registered holder of Flowr Shares, from time to time, and “Flowr Shareholders” means all of such holders;

“Flowr Stock Option Plan” means the stock option plan adopted by Flowr on March 23, 2018, pursuant to which Flowr may grant 12,155,000 stock options of Flowr to certain of its employees, directors, officers and consultants;

“Flowr Subscription Receipt Agreement” means the subscription receipt agreement among Flowr, the Agents and the Subscription Receipt Agent providing for the creation of and governing the terms of the Flowr Subscription Receipts.

“Flowr Subscription Receipts” means the subscription receipts of Flowr to be issued pursuant to the Financing, each such Flowr Subscription Receipt entitling the holder thereof to receive one Flowr Common Share for no additional consideration and without further action or formality on the part of the holder thereof in accordance with the terms thereof, all in accordance with the terms of the Flowr Subscription Receipt Agreement;

“Letter of Transmittal” means a letter of transmittal to be sent to Flowr Shareholders for use in connection with the Amalgamation and in order to receive the Needle Shares to which they are entitled after giving effect to the Amalgamation;

“Needle Broker Warrants” means the broker warrants to purchase Needle Shares to be issued by the Needle to the holders of Flowr Broker Warrants in exchange for the Flowr Broker Warrants;

“Needle Name Change” means, immediately prior to the completion of the Amalgamation, a change in the name of Needle to “The Flowr Corporation” or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of Needle;

“Needle Options” means the stock options to purchase Needle Shares to be issued by Needle to holders of Flowr Options in exchange for Flowr Options;

“Needle Plan Options” means the stock options to purchase Needle Shares to be issued by Needle to holders of the Flowr Plan Options in exchange for the Flowr Plan Options;

“Needle Shares” means the common shares in the capital of Needle;

“Non-Brokered Financing” means the non-brokered private placement by Flowr of up to 12,827,734 Flowr Subscription Receipts at a price of $2.60 per Flowr Subscription Receipt for aggregate gross proceeds of up to $33,352,108.40;

“Lead Investor” means the subscriber providing the lead order in the Brokered Financing;

“OBCA” means the Business Corporations Act (Ontario), as from time to time amended or re-enacted and includes any regulations heretofore or hereafter made pursuant thereto;

“Option Conversion Agreements” means the agreements to be entered into prior to the Closing Date between Flowr, Needle and each holder of: (i) Flowr Options and Flowr Plan Options, pursuant to which the optionholders will agree to cancel all of their respective Flowr Options and Flowr Plan Options, in exchange for an equal number of Resulting Issuer Options and Resulting Issuer Plan Options, respectively; and (ii) Flower Broker Warrants, purusant to which the Agent will agree to exchange and replace all of their Flowr Broker Warrants for an equal number of Resulting Issuer Broker Warrants;

“Parties” means Flowr, Subco and Needle, and “Party” means each of them as applicable;

“Person” means a natural person, partnership, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity, and pronouns have a similarly extended meaning;

“President's List” means the list prepared by Flowr, and provided to the Agents, of existing shareholders, insiders and Affiliates of Flowr participating in the Financing;

“Subco” means 2652253 ONTARIO INC., a corporation incorporated under the OBCA;

“Subco Shares” means the common shares in the capital of Subco;

“Subco Shareholder” means the registered holder of Subco Shares, being Needle; and

2.	Paramountcy

In the event of any conflict between the provisions of this Agreement and the provisions of the Business Combination Agreement, the provisions of this Agreement shall prevail.

3.	Agreement to Amalgamate

Each of the Parties hereby agrees to the Amalgamation such that the Amalgamating Corporations shall amalgamate to create and continue as Amalco under the provisions of Section 174 of the OBCA, on the terms and conditions set out in this Agreement.

4.	Filing of Articles

Following the approval of this Agreement by the shareholders of the Amalgamating Corporations in accordance with the OBCA, and in accordance with the terms and conditions of the Business Combination Agreement, including the satisfaction or waiver of all conditions precedent set forth in the Business Combination Agreement, Flowr shall cause the Articles of Amalgamation to be filed with the Director as provided under the OBCA.

5.	Conditions Precedent to the Amalgamation

The Amalgamation is subject to the satisfaction or waiver by the party entitled to make such waiver, of the conditions precedent set forth in Article 8 of the Business Combination Agreement. The signing and delivery of the Articles of Amalgamation by Flowr and Subco shall, for the purpose of this Agreement, be conclusive evidence that such conditions have been satisfied to the satisfaction of Flowr and Needle, or waived by the party entitled to make such waiver, and that Flowr and Subco may amalgamate in accordance with the provisions of this Agreement.

6.	Amalgamation Events

Pursuant to the Amalgamation, on the Effective Date:

(a)

Flowr and Subco shall be amalgamated and continue as Amalco;

	(b)	each issued and outstanding Flowr Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share;

	(c)	at the Effective Time, each issued and outstanding Subco Share shall be cancelled and replaced by one (1) fully paid and non-assessable Amalco Share;

	(d)	at the Effective Time, each issued and outstanding Flowr Share (other than those held by Dissenting Shareholders) will be cancelled and replaced by one (1) fully paid and non- assessable Needle Share;

	(e)	as consideration for the issuance of Needle Shares to effect the Amalgamation, Amalco shall issue to Needle one (1) Amalco Share for each Needle Share issued to the previous holders of Flowr Shares;

	(f)	at the Effective Time, pursuant to the Option Conversion Agreements:

	(i)	all of the outstanding Flowr Options that are not exercised prior to the Effective Time shall be cancelled and the holders thereof shall be issued one (1) Needle Option for each one (1) outstanding Flowr Option;

	(ii)	all of the outstanding Flowr Plan Options that are not exercised prior to the Effective Time shall be cancelled and the holders thereof shall be issued one (1) Needle Plan Option for each one (1) outstanding Flowr Plan Option; and

	(iii)	all of the outstanding Flowr Broker Warrants that are not exercised prior to the Effective Time shall be cancelled and the holders thereof shall be issued one (1) Needle Broker Warrant for each one (1) outstanding Flowr Broker Warrant;

	(j)	all of the property and assets of each of Flowr and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of Flowr and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and Flowr;

	(k)	all rights of creditors against the property, assets, rights, privileges and franchises of Subco and Flowr and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and Flowr shall thenceforth attach to and be enforced against Amalco;

	(l)	no action or proceeding by or against Subco or Flowr shall abate or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or Flowr, as the case may be; and

	(m)	Amalco will be a wholly-owned subsidiary of Needle.

7.	Articles of Amalgamation

The Articles of Amalgamation of Amalco shall be in the form annexed hereto as Exhibit “A”.

Name

The Name of Amalco shall be “The Flowr Group Inc.”, or such other name as mutually agreed to by the Parties.

9.	Registered Office

Until changed in accordance with the OBCA, the registered office of Amalco shall be 100 Allstate Parkway, Suite 201, Markham, Ontario, L3R 6H3.

10.

Authorized Capital

The authorized capital of Amalco shall consist of an unlimited number of Amalco Shares, the rights, privileges, restrictions and conditions attaching to which shall be as set out in the Articles of Amalgamation annexed hereto as Exhibit “A”.

11.

Share Transfer Restrictions

The Amalco Shares shall be subject to restrictions on transfer as set out in the Articles of Amalgamation annexed hereto as Exhibit “A”.

12.

Business

There shall be no restrictions on the business which Amalco is authorized to carry on or the powers which Amalco may exercise.

13.

Number of Directors

The board of directors of Amalco shall consist of not less than one (1) and not more than ten (10) directors, the exact number of which shall be determined by the directors from time to time.

14.

First Directors

The first directors of Amalco shall be the persons whose names and addresses appear below:

Name	Address	Resident Canadian
Name	Address	Resident Canadian
Thomas Flow	9590 McCarthy Road Kelowna, BC V4V 1R2	Yes
David Towill	Suite 700 - 1708 Dolphin Avenue Kelowna, BC V1Y 9S4	Yes
Lyle Oberg	9590 McCarthy Road Kelowna, BC V4V 1R2	Yes
David Miller	1450 Broadway 40th Floor, New York, NY	No
Steve Klein	1450 Broadway 40th Floor, New York, NY	No

The above directors shall hold office from the Effective Date until the first annual meeting of Amalco Shareholders or until his successor is elected or appointed.

15.

By-laws

The by-laws of Amalco shall be, to the extent not inconsistent with this Agreement, the by-laws of Flowr, until repealed or amended. The by-laws Amalco shall be available for examination at the registered office of Amalco during normal business hours.

16.

Fractional Shares

No fractional Needle Shares will be issued or delivered to any former Flowr Shareholders in connection with the Amalgamation. Where the Amalgamation would otherwise result in a Flowr Shareholder being entitled to a fractional share, the number of Needle Shares issued to such Flowr Shareholder shall be rounded down to the next lesser number of the Needle Shares.

17.

Stated Capital

The stated capital account in the records of Amalco for the Amalco Shares shall be equal to the stated capital attributed to the Flowr Shares (other than those held by Dissenting Shareholders) and the Subco Shares, determined immediately before the Amalgamation.

The stated capital account in the records of Needle for the Needle Shares shall be increased by the amount of the stated capital attributed to the Flowr Shares (other than those held by Dissenting Shareholders), determined immediately before the Amalgamation.

18.

Delivery of Securities Following Amalgamation

As soon as practicable after the Effective Date:

	(a)	Amalco shall issue a certificate representing the appropriate number of Amalco Shares registered in the name of Needle. Until delivery of such certificate, the share certificate or certificates representing the Subco Shares held by Needle will be evidence of Needle’s right to be registered as the sole shareholder of Amalco. Share certificates formerly representing Subco Shares shall cease to represent any claim upon or interest in Subco other than the right of the registered holder to receive the number Amalco Shares to which it is entitled pursuant to the terms hereof; and

	(b)	in accordance with normal commercial practice, Needle shall issue or cause to be issued certificates or electronic positions within CDS representing the appropriate number of Needle Shares (post-Needle Name Change) to the former Flowr Shareholders (other than Dissenting Shareholders) by: (i) depositing such Needle Shares with the Depositary and/or the electronic positions representing such Needle Shares with CDS, as applicable, to satisfy the consideration issuable to such Flowr Shareholders; and (ii) as soon as reasonably practicable after the Effective Date, causing the Depositary to forward to, or hold for pick-up by, each former Flowr Shareholder that submitted a duly completed Letter of Transmittal or other evidence of entitlement to the Depositary, together with the certificate (if any) representing the Flowr Shares held by such Flowr Shareholder or such other evidence of ownership of such Flowr Shares as is satisfactory to the Depositary, acting reasonably, (A) the certificates representing the Needle Shares to which such Flowr Shareholder is entitled, in accordance with its Letter of Transmittal, or (B) confirmation of a non-certificated electronic position transfer in CDS representing the Needle Shares to which such Flowr Shareholder is entitled, in accordance with its Letter of Transmittal. Share certificates formerly representing Flowr Shares shall cease to represent any claim upon or interest in Flowr other than the right of the registered holder to receive the number of Needle Shares to which it is entitled pursuant to the terms hereof, or in the case of a Dissenting Shareholder, to receive the fair market value of such shares in accordance with the terms hereof.

19.

Negative Covenants

From the date hereof up to and including the Effective Date, each of Flowr, Subco and Needle covenants that it will not:

	(a)	reserve, allot, create, issue or distribute any of its securities, other than: (i) securities issuable upon the exercise, conversion or exchange of previously issued securities including, in the case of Flowr, the Flowr Convertible Securities (all as defined in the Business Combination Agreement); or (ii) the Flowr Subscription Receipts as described in the Business Combination Agreement;

	(b)	declare or pay dividends on any of its shares other than as has been publicly disclosed as of the date hereof or make any other issue, payment or distribution to the holders of its securities including, without limitation, the issue, payment or distribution of any of its assets or property to such holders;

	(c)	authorize or take any action to amalgamate, merge, reorganize, effect an arrangement, liquidate, dissolve, wind-up or transfer all or substantially all of its undertaking or assets to another corporation or entity;

	(d)	reclassify any outstanding securities or change such securities into other shares or securities or subdivide, redivide, reduce, combine or consolidate such securities into a greater or lesser number of securities, effect any other capital reorganization or amend the designation of or the rights, privileges, restrictions or conditions attaching to such securities, other than in order to effect the transactions described in the Business Combination Agreement;

	(e)	amend its articles or by-laws, other than in order to effect the transactions described in the Business Combination Agreement; or

	(f)	enter into any transaction out of the ordinary course of its business, other than in order to effect the transactions described in the Business Combination Agreement.

20.

Termination

Subject to the terms of the Business Combination Agreement, this Agreement may be terminated by the board of directors of each of the Amalgamating Corporations, notwithstanding the approval of this Agreement by the shareholders of the Amalgamating Corporations, at any time prior to the issuance of the Certificate of Amalgamation. If this Agreement is terminated pursuant to this section, this Agreement shall forthwith become void and of no further force and effect.

21.

Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario sitting in and for the judicial district of Toronto in respect of all matters arising under or in relation to this Agreement.

22.

Further Assurances

Each of the Parties agrees to execute and deliver such further instruments and to do such further reasonable acts and things as may be necessary or appropriate to carry out the intent of this Amalgamation Agreement.

23.

Time of the Essence

Time shall be of the essence of this Agreement.

24.

Amendments

This Agreement may only be amended or otherwise modified by written agreement executed by the Parties.

25.

Counterparts

This Agreement may be signed in counterparts (including counterparts by facsimile), and all such signed counterparts, when taken together, shall constitute one and the same agreement, effective on this date.

[Signature page follows]

IN WITNESS WHEREOF the Parties have executed this Agreement by their duly authorized officers as of the day and year first above written.

THE NEEDLE CAPITAL CORP.


By:
	Name:
	Title:


2652253 ONTARIO INC.



By:
	Name:
	Title:


THE FLOWR CORPORATION



By:
	Name:
	Title:

AMALGAMATION AGREEMENT - SIGNATURE PAGE

EXHIBIT “A”
ARTICLES OF AMALGAMATION

(TO BE INSERTED)

SCHEDULE "B"

FLOWR AND RESULTING ISSUER OPTIONS AND WARRANTS

REDACTED

EX-99.20 21 exhibit99-20.htm EXHIBIT 99.20 The Flowr Corp.: Exhibit 99.20 - Filed by newsfilecorp.com

AMENDMENT TO BUSINESS COMBINATION AGREEMENT

THIS AMENDMENT is made this 10th day of September, 2018

WHEREAS:

A.	The Flowr Corporation (“Flowr”), a corporation incorporated under the laws of the Province of Ontario, The Needle Capital Corp. (“Needle”), a corporation incorporated under the laws of the Province of Alberta and 2652253 Ontario Inc. (“Subco”), a corporation incorporated under the laws of the Province of Ontario (each a “Party” and collectively, the “Parties”), entered into a business combination agreement dated August 27, 2018 (the “Business Combination Agreement”).

B.	The Parties have agreed to amend certain terms of the Business Combination Agreement as more particularly set our herein.

C.	Any capitalized terms used in this Amendment but not otherwise defined herein shall have the same meaning as ascribed thereto in the Business Combination Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by each Party, the Parties agree to amend the Business Combination Agreement as follows:

1.	Except as specifically amended herein, all other terms of the Business Combination Agreement remain in full force and effect unamended as of the date hereof.

2.	The date referenced in the definition of “Completion Deadline” in Section 1.1, being September 10, 2018, is deleted and replaced with “November 1, 2018.”

3.	The definition of “Consolidation Ratio” in Section 1.1 is deleted in its entirety and replaced with the following:

	““Consolidation Ratio” means the ratio for the Consolidation, being one (1) post-Consolidation Needle Share for every thirteen (13) pre-Consolidation Needle Shares;”

4.	Section (b) of the definition of “Resulting Issuer Plan Options” in Section 1.1 is deleted in its entirety and replaced with the following:

	“…(b) the 55,384 Needle Options following the completion of the Business Combination, each of which will be exercisable to acquire one (1) Resulting Issuer Share at an exercise price of $1.30 per share and having an expiry date of September 18, 2022;”

5.	Section 2.1(d) is deleted in its entirety and replaced with the following:

	“Following the receipt of shareholder approvals at the Flowr Meeting and the Needle Meeting and the completion of the Financing, and immediately prior to the filing of the Articles of Amalgamation, Needle shall file articles of amendment to effect the Consolidation, following which Needle will have 553,846 Needle Shares issued and outstanding, the Needle Options will then be exercisable to acquire 55,384 Needle Shares at a price of $1.30 per share and the Needle Agent’s Warrants will then be exercisable to acquire 23,077 Needle Shares at a price of $1.30 per share. No fractional post-Consolidation Needle Shares will be delivered to any Needle Shareholder otherwise entitled thereto and instead the number of post-Consolidation Needle Shares to be issued to each former Needle Shareholder will be rounded down to the nearest whole number;”

6.	The price referenced in Section 2.1(f)(ii), being $0.15, is deleted and replaced with “$0.20”.

7.	The date referenced in Section 2.2, being September 7, 2018, is deleted and replaced with “September 30, 2018.”

8.	Section 5.1(iii) is deleted in its entirety and replaced with the following:

	“issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire shares other than, in the case of Needle, (A) the issuance of Needle Shares upon the exercise of any Needle Options and (B) the issuance of Needle Shares upon the exercise of any Needle Agent’s Warrants and, in the case of Flowr: (A) in connection with the Financing; (B) the issuance of Flowr Shares upon the exercise of any Flowr Convertible Securities; and (C) the issuance of Flowr Shares upon the conversion of the Flowr ULC Class A Shares;”

9.	Governing Law

	This Amendment will be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

10.	Amendment

	No modification of this Amendment will be binding upon the parties unless the same is in writing and signed by the Parties hereto.

11.	Enurement

	This Amendment will enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, successors and assigns.

12.	Conflict

	In the event of a conflict between the provisions of this Amendment and the Business Combination Agreement, the Parties agree that the provisions of this Amendment shall at all times prevail.

13.	Counterparts

	This Amendment may be executed and delivered in separate counterparts and delivered by one party to the other by facsimile or .pdf, each of which when so executed and delivered shall be deemed an original and all such executed counterparts shall together constitute one and the same agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above.

THE FLOWR CORPORATION

Per:	“Alexander Dann”
	Name:	Alexander Dann
	Title:	CFO

THE NEEDLE CAPITAL CORP.

Per:	“Daniel Lanskey”
	Name:	Daniel Lanskey
	Title:	Chairman

2652253 ONTARIO INC.

Per:	“Robb McNaughton”
	Name:	Robb McNaughton
	Title:	Director

Signature Page to Amendment to Business Combination Agreement

EX-99.21 22 exhibit99-21.htm EXHIBIT 99.21 The Flowr Corp.:Exhibit 99.21 - Filed by newsfilecorp.com

EX-99.22 23 exhibit99-22.htm EXHIBIT 99.22 The Flowr Corp.: Exhibit 99.22 - Filed by newsfilecorp.com

EX-99.23 24 exhibit99-23.htm EXHIBIT 99.23 The Flowr Corp.: Exhibit 99.23 - Filed by newsfilecorp.com

EX-99.24 25 exhibit99-24.htm EXHIBIT 99.24 The Flowr Corp.: Exhibit 99.24 - Filed by newsfilecorp.com

EX-99.25 26 exhibit99-25.htm EXHIBIT 99.25 The Flowr Corp.: Exhibit 99.25 - Filed by newsfilecorp.com

EX-99.26 27 exhibit99-26.htm EXHIBIT 99.26 The Flowr Corp.: Exhibit 99.26 - Filed by newsfilecorp.com

EX-99.27 28 exhibit99-27.htm EXHIBIT 99.27 The Flowr Corp.: Exhibit 99.27 - Filed by newsfilecorp.com

EX-99.28 29 exhibit99-28.htm EXHIBIT 99.28 The Flowr Corp.: Exhibit 99.22 - Filed by newsfilecorp.com

Employee Handbook | Table of Contents

Disclaimer	5
1\| Introduction to Handbook:	6
Employee Welcome Letter	6
Flowr Overview	7
Purpose	7
2 \| Employment at Flowr:	8
Recruitment and Selection	8
Equal Employment Opportunity	8
Employees with Disabilities	8
Work Hours and Overtime	9
Statutory Holidays	9
Meal Breaks	10
Appearance and Dress Code	10
3 \| Your Role at Flowr:	10
Employment Offer	10
Job Description	10
Orientation	11
Probationary Period	11
Expectations of Employee Behaviour	11
Absenteeism	12
Sick Days/Personal Emergency Days	12
4 \| Payroll and Compensation:	12
Method and Timing of Payment	12
Payroll Deductions	12
Employee Benefits	12
5 \| Working Environment:	13
Personal Calls and Visits	13
Personal Relationships	13
Dating in the Workplace	13
Gifts and Entertainment	14

6 \| Termination of Employment	14
Resignation	14
Termination Procedure	14
Record of Employment	15
Payment of Final Wages	15
Exit Interview	15
7 \| Performance, Development, and Discipline	15
Performance Reviews	15
Training and Development	16
Continuing Education	16
Criminal Record Checks	16
Performance Management Program	16
Dispute Resolution	16
Immediate Dismissal	18
Substance Abuse	18
8 \| Technology and Computer Use	19
Care of Equipment/Supplies	19
Internet Communications	19
Telephone and Voicemail Use	19
External Communications	20
Use of Web Blogs, Personal Websites, and Social Media	20
Video Surveillance	21
Building, Computer, Network Security	21
9 \| Confidential Information and Intellectual Property	21
Confidentiality	21
Non-Competition	22
No Solicitation of Employees, Franchisees, Business Partners or Contractors	22
Non-Retaliation	22
Intellectual Property	23
Inspection of Personal and Company Property	23
Password Standards	23
Employee Privacy	23

10 \| Discrimination, Harassment and Violence in the Workplace	24
Discrimination	24
Harassment and Bullying	24
Definition of Harassment/Bullying	24
Definition of Workplace	25
What is NOT Harassment/Bullying	25
Worker Responsibilities	25
Complaint & Investigation Procedure	26
Informal Procedure	26
Formal Procedure (Investigation)	26
Outcome of the Investigation	27
WORKPLACE VIOLENCE	28
Definition	28
Definition of Workplace	28
Scope	28
Domestic Violence	28
History of Violence Disclosure	29
Workplace Violence Program	29
Complaint Procedure	30
Investigation Procedure	30
11 \| Health and Safety	32
12 \| Appendix I – Travel Policy	33
13 \| Appendix II – Vacation, Time Off, and Absence Policy	39
14 \| Appendix III – Expense Policy	42
15 \| Appendix IV – Remote Working Policy	45
15 \| Acknowledgement Form	47

Disclaimer

You are responsible for reading the handbook, familiarizing yourself with its contents, and adhering to all the policies and procedures of The Flowr Corporation and its affiliates (“Flowr” or the “Company”), whether set forth in this handbook or elsewhere.

The policies, procedures and standard practices described in this handbook are not conditions of employment. This handbook does not create an express or implied contract between Flowr and any of its employees. Flowr reserves the right to terminate any employee, at any time, with or without notice, for any reason deemed by the Company to be in the best interests of the Company.

All personnel policies contained herein were adopted by Flowr and supersede previous policies. We periodically review personnel policies in part or as a whole to ensure that they continue to reflect current thinking in the field of Human Resources Management and are consistent with trends and legislative requirements.

This manual is the property of Flowr and is to be returned to the Human Resources Department should employment be terminated.

1| Introduction to Handbook:
Employee Welcome Letter

Welcome aboard the Flowr team!

We are looking forward to seeing you grow and develop into an outstanding employee that exhibits a high level of care, concern, and compassion for others. We hope that you will find your work to be challenging, enjoyable, and rewarding.

We will expect your best each day. Know that we are concerned about your development our door is always open. The keys to your achievement will require you being attentive, reliable, honest, and ethical as outlined throughout this handbook.

Please take your time and review our policies so that you can know what is expected from every one of us. As a team, working together to achieve these objectives, we will build a profitable and sustainable business that will help thousands of patients and cater to the recreational consumer for decades to come.

We are constantly trying to get better at everything we do. A big part of that is the creation of a workplace where employees feel safe and respected, advance their careers, and have some fun too.

We sincerely hope that you will enjoy being part of our team.

Yours truly,

Thomas Flow – President & Founder

Vinay Tolia
Chief Executive Officer

October 4, 2018

Flowr Overview

Flowr is focused on providing customers with the finest cannabis available. Our production methods and facility have been designed to ensure the highest quality and safest products possible. We are dedicated to furthering the science and medical understanding of cannabis and to educating the medical community, other key stakeholders, and the general population of its potential benefits.

The wellbeing and satisfaction with our products and services are of utmost importance to us. Our success in this marketplace over the long term depends greatly on our ability to develop and maintain excellent relationships with all our stakeholders including customers, physicians, care givers, consultants, suppliers, and our staff.

We are obligated to follow the strict operating protocols as set out in our Company’s Standard

Operating Procedure documents (SOP) that have been designed to meet and exceed both Health Canada and Good Manufacturing Practices standards (GMP). This Handbook has been developed to ensure that we have clear Human Resources Policies and Procedures that support our culture, our organization and our business, and that align with our SOP’s. These policies and procedures have been developed in accordance with “best practices” and in consideration of our operations and the direction in which we are growing our business.

Purpose

No business is free from day-to-day problems or challenges, but we believe our employee policies and practices will help provide guidance in resolving specific issues that arise. We all must work together to make the Company a positive, productive and dynamic organization that promotes genuine concern and respect for others including all employees and our customers. We ask that you read this Handbook very carefully and act in a manner that is reflective of it, both as to matters specifically covered in the Handbook as well as unforeseen issues and dilemmas that will inevitably arise. Please note that this Handbook cannot anticipate every situation that an employee finds him or herself in. When in doubt, please contact your manager, HR, or a member of the Flowr executive team. This Handbook supersedes all prior policies, procedures, and Handbook’s previously published.

This handbook will be updated from time to time for consistency with our business as it evolves, and with changes in the external marketplace and regulations. As part of this evolution, we value any feedback or suggestions for improvement from all members of staff. Flowr reserves the right to modify, supplement, rescind, or revise any provision of this handbook as it deems necessary or appropriate in its sole discretion with or without notice to you. Flowr will endeavor to ensure employees are made aware of any specific changes either electronically or in writing.

Throughout the handbook the “manager” title is referring to your direct supervisor regardless of their title and the use of “he or his” does not represent gender but used in a generic sense.

2 | Employment at Flowr:
Recruitment and Selection

The Company is a committed equal opportunity employer. We believe in promoting from within and in expanding individuals’ work experience through lateral job moves, provided that individuals’ skill sets and capacities meet the job requirements. In addition, we will utilize other methods to attract the best candidate including online tools, referrals, agencies, or other niche networks. Our recruitment strategy therefore is designed:

	•	To attract the best person for each position (internally or externally)
	•	To ensure equality of opportunity for all applicants
	•	To promote our corporate vision and culture
	•	To meet the organization’s operational requirements and strategic objectives

We rely upon the accuracy of information in the application and the accuracy of other data presented throughout the hiring process and employment. Any misrepresentations, falsifications, or material omissions in any of this information or data may result in exclusion of the individual from further consideration for employment or, if the person has been hired, termination of employment.

The Company is committed to ensuring that all applicants are able to participate equally in the Company’s recruitment, assessment and selection process. In Ontario, in accordance with the Accessibility for Ontarians with Disabilities Act, the Company notifies applicants, its employees and the general public that the Company is able to accommodate applicants with disabilities in its recruitment process by including such information in any job posting, whether such posting is made internally or externally. The Company also communicates the availability of accommodation directly to applicants . in Ontario, in accordance with the Accessibility for Ontarians with Disabilities Act, when they are individually selected to participate further in the assessment or selection process.

Equal Employment Opportunity

It is the policy of the Company to provide equal employment opportunity to all employees and applicants for employment. Flowr’s operations in BC and Ontario are governed by applicable human rights legislation, which protect employees from discrimination and harassment on the basis of a number of protected grounds. When considering applicants for positions within our Company, only job-related criteria such as ability, merit and responsibility are used to evaluate applicants and employees. We embody the principle that all persons should be assessed on individual merit and not on criteria unrelated to job performance. We prohibit discrimination or harassment on the basis of any characteristic protected by applicable legislation.

Employees with Disabilities

The Company is committed to treating all people in a way that allows them to maintain their dignity and independence and to provide its goods and services in a way that respects the dignity and independence of people with disabilities.. The Company believes in integration and equal opportunity. The Company is committed to meeting the needs of persons with disabilities in a timely manner and will do so by identifying barriers to accessibility, removing barriers to accessibility and meeting accessibility standards in accordance with the Accessibility for Ontarians with Disabilities Act, 2005, as applicable.

Training will be given to all employees who deal with the public or other third parties on the Company’s behalf, and all those who are involved in the development and approval of client service policies, practices and procedures. The Company is committed to establishing and maintaining a process for receiving and responding to feedback about how its services are provided to people with disabilities.

Work Hours and Overtime

Occasionally it may be necessary for an employee to work beyond his or her normal workday hours. Overtime pay is paid for eligible employees when overtime hours are scheduled, approved, and made known to you in advance by your manager. Under no circumstances will an employee work overtime without the prior approval of his or her manager.

Overtime will be paid in accordance with the British Columbia Employment Standards Act (“BC ESA”) or the Ontario Employment Standards Act, 2000 (“ON ESA”), as applicable:

British Columbia: An employee is entitled to overtime wages after eight (8) hours worked in a day or forty (40) hours worked in a week (excluding unpaid breaks). An employee will be paid one and one-half times (1.5x) the employee’s regular wage for hours worked in excess of eight (8) hours and double (2x) the employee’s regular wage for hours worked in excess of twelve (12) hours.

Ontario: An employee is entitled to overtime pay for each hour of work in excess of forty-four (44) hours in each work week (excluding unpaid breaks). An employee will be paid one and one-half times (1.5x) the employee’s regular rate for each overtime hour worked.

Managers are excluded from the overtime provisions of both the BC ESA and the ON ESA.

Statutory Holidays

Company employees who work in different provinces have different statutory holidays. Regardless of the province in which you work, all employees are provided with at least ten (10) holidays per calendar year. Statutory holidays will either be days off with pay, or if an employee works on a day that would otherwise have been a holiday, the employee will be provided with a substitute holiday for which the employee will be paid or will be paid premium time for the holiday worked and will receive pay for the holiday as required by applicable employments standards legislation

Below please find a listing of public holidays:

British Columbia	Ontario
New Year’s Day	New Year’s Day
Family Day	Family Day
Good Friday	Good Friday
Victoria Day	Victoria Day
Canada Day	Canada Day
B.C. Day	Civic Holiday*
Labour Day	Labour Day
Thanksgiving Day	Thanksgiving Day
Remembrance Day	Christmas Day
Christmas Day	Boxing Day

*Observed but not legislated.

Meal Breaks

In accordance with applicable Employment Standards legislation, all employees are entitled to one 30-minute unpaid break after 5 continuous hours of work. A meal break is a continuous period of at least one-half hour during which the employee is allowed time off to eat.

It is Flowr’s policy that employees are not required to work during their 30-minutes unpaid break.

All employees are expected to be back to work at the time that their break is completed. This facilitates the co-ordination of breaks between employees and fosters efficient work practices.

Appearance and Dress Code

The purpose of a Dress Code is to communicate the Company’s expectations of employees’ appearance. The Company’s dress code for the office area is business-casual. Clothes must be neat, clean and appropriate for the department or environment. Specialized clothing is provided for all employees working in the production area and must be worn at all times.

The Company provides cultivation employees with scrubs. The following items are considered inappropriate working attire for the Company cultivation facilities:

	•	Open-toe shoes
	•	Shoes with holes
	•	Clothing, shoes, and/or undergarments that have been worn in another cultivation facility
	•	Unsecured hair
	•	Excessive facial hair not secured with a beard net

Please consult your supervisor if you have any questions about appropriate work attire.

Clothing is expected to be consistent with all health and safety regulations for the employee’s normal working environment. Anyone who contravenes the dress code may be sent home, without pay, to change into more suitable clothes and/or may be subject to discipline up to and including termination of employment for just cause.

3 | Your Role at Flowr:
Employment Offer

All employment agreements and offer letters are issued by the Human Resources department. Employment agreements and offers of employment are written and include the following terms of employment: job title & key areas of responsibility, rate of pay, eligibility for benefits, vacation, performance evaluation, confidentiality, non-solicitation, termination, communications, location and hours, and start date. The Company reserves the right to alter, add, or remove responsibilities listed in the original employment agreement or offer letter from time to time, in accordance with business needs.

Job Description

Attached to an employment agreement or offer letter is a description of the job and the associated responsibilities, along with any additional tasks possibly required. This document will be used to evaluate performance both during and after the probationary period. If an employee is unsure of its contents, they should not hesitate to ask for clarification.

Each job description has been designed to indicate the general nature and essential duties and responsibilities of work performed by Flowr employees. It may not contain a comprehensive inventory of all duties, responsibilities, and qualifications required of employees to do this job.

From time to time, it may be necessary to amend an employee’s job description. These amendments will be usually discussed with the employee in advance however; the final decision on implementation will be made by management.

Orientation

Orientation is a formal welcoming process that is designed to make the new employee feel comfortable, informed about the Company, and prepared for their position. New employee orientation is conducted in part by management representatives and in part through BambooHR, an online Human Resources Information Systems platform.

The Onboarding process is triggered by BambooHR.

A new employee will be provided prior to the start date, an onboarding packet through BambooHR that must be completed prior to their start with the Company.

The Company must ensure that all employees complete training prior to performing job functions. Training must be tailored to the roles and responsibilities of the job function of each employee, and at a minimum must include training on confidentiality, and other topics as specified by the Company and Health Canada.

Probationary Period

All employees will serve a probationary period of 3 months as set out in their employment agreement offer letter. During the probationary period, your performance and suitability will be evaluated. If the Company determines that you are unsuitable for continued employment, the Company may terminate your employment during the probationary period, without notice or pay in lieu of notice.

Expectations of Employee Behaviour

Every employee is considered a member of our Company team and our success is built on the recognition of the skills and efforts made by each employee. Our long-range objective is the continuous development of a growing and prospering business through which both the employees and the Company will benefit. In accepting a position with Flowr it is expected that you:

	•	Understand and comply with the letter and spirit of the law and regulation governing the Company’s business, and the conduct of business in general;
	•	Understand and comply with the policies and procedures set out in the Employee Handbook;
	•	Conduct all business affairs in an ethical, responsible, and professional manner;
	•	Speak to your manager or member of the executive team when a difficult situation arises, or to learn more about how law, regulation or the Employee Handbook impacts your job;
	•	Report in good faith, any violations of law, regulation, Company rules, policies or the Employee Handbook to your manager, or member of the executive team without delay; and
	•	Cooperate in internal investigations about a reported violation.

In keeping with the Company’s philosophy of open communication, all employees have the right and are encouraged to speak freely with management about their job-related concerns.

We urge you to go directly to your manager to discuss your job-related ideas, recommendations, concerns and other issues which are important to you.

While employees are encouraged to voice any concerns directly to their manager, if any concern directly involves their immediate manager, the employee should speak directly to Human Resources.

Absenteeism

Each employee is important to the overall success of our operation. When an employee is not in attendance, it affects other people. Employees are expected to report their absence to management and record their absence in BambooHR.

If you are unable to attend work because of illness or due to unplanned circumstances, please notify your manager and/or coworkers as soon as could reasonably be expected, where permitted by applicable law, a doctor’s note may be requested by your manager.

Sick Days/Personal Emergency Days

Employees are entitled to sick days/personal emergency days in accordance with applicable employment standards legislation.

In BC, employees are not expected to exceed 5 days per annum (or 12 months of employment). If the number of sick days exceeds 5 days without an acceptable explanation, the employee may be required to meet with his/her head of department or a member of the Executive Leadership Team (ELT).

4 | Payroll and Compensation:
Method and Timing of Payment

Flowr aims to compensate employees competitively in the industry to attract, motivate, and retain the best people. Your salary will be reviewed annually. Increases will be reflective of your performance, internal equity and market position. You may also see a change in salary with a promotion or change in position where there are significantly increased responsibilities and in special instances where the Company has given an increase due to merit.

The Company outsources its payroll services to a third-party provider. Salaries and wages are paid on a bi-weekly basis. Payments are made by direct deposit to your bank account. If a regularly scheduled payday falls on a holiday, employees will receive pay on the business day prior to the holiday. If a regular payday falls during an employee’s vacation, the employee’s pay will still be paid despite their absence.

Payroll Deductions

Your pay advice form reflects your total earnings for the pay period, as well as any mandatory or voluntary deductions. Mandatory deductions are deductions that we are legally required to take. This includes federal and provincial income tax, employment insurance (EI), and the Canada pension plan (CPP). Voluntary deductions are deductions that you have authorized. An example is additional income tax. If you have any questions about your deductions or wish to change your federal or provincial tax withholding, contact the Controller.

Employee Benefits

Upon successful completion of the probationary period, full time employees will be eligible to participate in Flowr’s Group Benefits’ plan. The employee portion of benefits premiums as adjusted from time to time, will be treated as a taxable benefit on your pay. Any disputes about eligibility for Benefits or related issues are matters between you and the carrier under its policy.

The firm has a group insurance policy, which provides for employee benefits for the following:

•	Life insurance,
•	Extended health,
•	Critical Illness,
•	Prescription drugs,
•	Vision, and
•	Dental Care.

5 | Working Environment:
Personal Calls and Visits

The Company expects the full attention of its employees while they are working. Although employees may occasionally have to take care of personal matters (calls/ visits/ e-communications/etc.) during the workday, employees should try to conduct such personal business either before or after the workday or during their breaks. Regardless of when any personal call is made, it should be kept short.

The Company’s computer infrastructure and telephones are intended for the use of serving our customers and in conducting the Company’s business. Personal use during business hours is discouraged except for emergencies. All personal telephone calls and emails should be kept brief to avoid congestion of the telephone line. Social media use is restricted to job related activities only. To respect the rights of all employees and avoid miscommunication in the facility, employees must inform family members and friends to limit personal correspondence during working hours. If an employee is found to be deviating from this policy, the employee may be subject to discipline, up to and including termination of his or her employment for just cause.

Personal Relationships

Certain relationships can lead to an express, implied or perceived conflict of interest. A conflict of interest may occur when a stakeholder, family member or related business gains or potentially gains benefit in their separate/personal capacity as a result of a course of conduct pursued by the Company, including that over which the beneficiary of such conduct has some degree of influence or control. For example:

	•	Entering into a business relationship or contract with a relative, friend or related business
	•	Exhibiting inappropriate insensitivity to disclosure or receipt of confidential information where a family member or close friend works for a competitor

It is the duty of the employee to inform a member of the executive team in all circumstances where a personal relationship exists that may cause a conflict of interest.

Dating in the Workplace

While Flowr does not encourage inter-office romance, the Company recognizes that relationships may arise. However, no person in a management or supervisory position can have a romantic or dating relationship with an employee whom he or she directly supervises or whose terms or conditions of employment he or she may influence (examples of terms or conditions of employment include promotion, termination, discipline and compensation). Please contact HR or a member of management should you require further clarification.

Gifts and Entertainment

The Company prohibits employees from soliciting or accepting, directly or indirectly, gifts, gratuities, services, entertainment or benefits from any organization or individual with which we do business, except within the normal course of business. It is also prohibited to provide gifts, gratuities, services, entertainment or benefits to customers or business contacts, except within the normal course of business.

Offers of gifts and entertainment are common courtesies among business partners. They are not generally considered a conflict of interest provided that they are reasonable, within generally accepted business practices for both the giver and the recipient organizations and provided that they do not influence, appear to influence or be intended to influence the performance of your duties. Subject to these overarching guidelines, the following are generally considered acceptable benefits, so long as the values are nominal (i.e. valued at under $250):

	•	Events tickets;
	•	Business meals;
	•	Small holiday gifts or prizes;
	•	Participation in an event (e.g., golf tournament) sponsored by a partner, including prizes; and
	•	Transportation to or from customer/supplier’s place of business.

In circumstances where the value of the gift exceeds $250, you are obliged to report the situation to a member of the executive team and, among other possibilities appropriate in the circumstances, may choose to refuse the gift or accept the gift to provide it to the Company for future use, auction or employee reward.

6 | Termination of Employment
Resignation

On the day your employment ceases, you must report to the Company office, resolve any outstanding matters concerning your employment and turn in any keys/fobs, security passes and Company documents and property as applicable.

The Company plans to conduct exit interviews to gather constructive feedback from employees who voluntarily leave the Company. This interview is a helpful tool to identify what the Company is doing well, pinpoint areas where we can improve, confirm the skill sets, experience, and attributes needed for the job, understand why the employee is leaving, and capture useful knowledge from the exiting employee. This interview is voluntary.

Termination Procedure

Flowr’s aim is to encourage improvement in individual conduct and performance. This procedure sets out the action which will be taken when the Company’s policies are not followed and provides a fair, effective and consistent method of dealing with disciplinary matters. The procedure is designed not as a dismissal procedure but as a means of encouraging employees to conform to acceptable standards.

It is within the Company’s sole discretion to select the appropriate disciplinary action to be taken. The usual sequence of corrective actions includes a documented verbal warning, a written warning, a final written warning and/or suspension, and finally termination of employment for just cause.

In deciding which initial corrective action would be appropriate, a manager will consider the seriousness of the infraction, the circumstances surrounding the matter, and the employee’s previous record.

Though committed to a progressive approach to corrective action, the Company considers certain rule infractions and violations of standards as grounds for termination of employment immediately, for just cause. See “Immediate Dismissal” under Section 7 of the handbook for further information.

Record of Employment

The Record of Employment (ROE) is the document that Flowr must complete when the employee stops working and/or experiences an interruption of earnings. The Company will issue this document as required by law.

Payment of Final Wages

Final wages, including any outstanding wages such as annual vacation pay, statutory holiday pay and overtime worked will be paid in accordance with applicable employment standards legislation.

Exit Interview

Flowr plans to conduct exit interviews to gather constructive feedback from employees who voluntarily leave the Company. This interview is a helpful tool to identify what our Company is doing well, pinpoint areas where we can improve, confirm the skill sets, experience, and attributes needed for the job, understand why the employee is leaving, and capture useful knowledge from the exiting employee. This interview is voluntary.

7 | Performance, Development, and Discipline
Performance Reviews

Managers will conduct Performance Reviews and planning sessions with all regular full-time and regular part-time employees at a minimum once a year. Managers may conduct informal performance reviews and planning sessions more often if they choose.

Performance reviews and planning sessions are designed for the manager and the employee to discuss his/her current job tasks, encourage and recognize attributes, and discuss positive, purposeful approaches for meeting work-related goals. Together, employee and manager should discuss ways in which the employee can accomplish goals or learn new skills. The planning sessions are designed for the employee and his or her manager to make and agree on new goals, skills, and areas for improvement.

Effective Performance Management is a key component in helping the Company to:

	•	Align individual performance objectives to the Company’s strategic direction. This alignment around a common set of objectives is critical to our success and delivering better business results.

	•	Create the oversight to develop individual objectives that are driven by the business plans and initiatives. These are cascaded from the overall business plan, to the work group’s objectives, and then to the individual employee’s objectives. The performance management cycle links this together as it is a process to “plan ahead”, “monitor”, and “look back”, and then “plan ahead” again for both business and personal development/success.

Training and Development

The Company recognizes the value of professional development and personal growth for employees. As our business grows we look forward to offering employees opportunities to attend classes and seminars that will further their job skills and performance. The Company must ensure that all RPIC and non-RPIC employees complete training prior to performing job functions. Training must be tailored to the roles and responsibilities of the job function of each employee, and at a minimum must include training on confidentiality, security, and other topics directly related to the cultivation of marijuana. Meanwhile, if you find opportunities for growth please discuss them with your manager to see how we can help accommodate your request.

Continuing Education

Employees are encouraged to take courses that improve their ability to perform their job and that enable them to achieve their personal/professional development plans. All full time regular employees with a minimum of three (3) months of service are eligible.

Employees wishing to attend a workshop, conference or training opportunity must submit a written request to their manager. A member of the ELT and the manager will review the request, prior to registration to ensure that all employees have an opportunity for employee development.

Criminal Record Checks

As a condition of employment or engagement, all potential employees and contractors of the Company and any of its subsidiaries must consent to undergo a criminal record check prior to commencing their employment or engagement. In addition, from time to time during an individual’s employment or engagement, a Record Check may also be required as determined necessary by Flowr.

The Company requires individuals undergoing a Record Check to execute a Release & Consent (as well as such other forms that may be required by the service provider performing the Record Check) before it will obtain a Record Check. The Company will cover the processing fee for all Record Checks.

Performance Management Program

There are reasonable standards of conduct and job performance which must be followed in any organization to help a group of people work together effectively. The Company expects each employee to present him or herself in a professional appearance and manner. If an employee is not meeting the requirements of their job, is not considerate of others and does not observe reasonable work rules, the employee may be subject to discipline, up to and including termination of the employee’s employment for just cause.

In most circumstances, every effort will be made to proactively and positively work with employees and managers to effectively manage performance issues to minimize the result of disciplinary actions. Performance improvement plans will be designed if necessary with the goal to proactively manage the employee’s performance and behavior to an appropriate standard within the Company. However, depending on the severity or frequency of the disciplinary problems, a verbal or written warning, suspension without pay, disciplinary probation, or discharge may be necessary.

Dispute Resolution

Those who violate the standards of work outlined in the Handbook may be subject to discipline, up to and including termination of employment for just cause. Furthermore, violations of this Handbook may also be violations of the law and may result in civil or criminal penalties for you, your managers and/or the Company. If you are in a situation which you believe may violate or lead to a violation of this Handbook, follow the procedures set out below.

We must all work to ensure prompt and consistent action against violations of this HR Policy Handbook. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem.

These are the steps to keep in mind:

	•	Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
	•	Making ethical decisions is not always clear-cut. We often have to use personal discretion in determining whether behaviours are considered ethical. When in doubt, ask yourself the following questions:

	o	What is my gut feeling about this?
	o	Is this legal? Is it fair?
	o	Would I want other people to know I did it? Would I be embarrassed, or would representatives of the Company reasonably be embarrassed, if they found out?
	o	Would I be putting myself or the Company at risk by doing this?
	o	How would I feel if I read about it in the newspaper?
	o	How will I feel about myself if I do it?
	o	What would I tell my child or a close friend to do in a similar situation?

This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

Discuss the problem with your manager. This is the basic guidance for all situations. In many cases, your manager will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your manager’s responsibility to help solve problems. If you are uncomfortable discussing the problem with your manager, you can talk to a member of the executive team.

You may report violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of suspected violations.

Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

The Company is committed to sustaining a positive work environment in which employees work constructively together. Conflict can occur in any working environment. In an effort to resolve conflict in an expedient, yet fair manner, the Company recommends the following process for conflict or dispute resolution.

	•	Speak to the person you are having the dispute with. Many times disputes arise due to misunderstandings and miscommunications.
	•	If speaking to the individual does not work, speak to a member of the Management Team or to the President. A meeting will be arranged between those involved in the dispute, to determine a resolution.
	•	If Management is unable to resolve a workplace dispute, the parties may be referred to mediation by an outside third party. The resolution agreed to during the course of the mediation is binding on the parties to the dispute.

Immediate Dismissal

The following is not a complete list of offenses for which an employee may be subject to discipline, up to and including immediate termination of employment for just cause:

	•	Excessive absenteeism or tardiness without a reasonable explanation.
	•	Dishonesty, including falsification of Company-related documents, or misrepresentation of any fact.
	•	Any violence in the workplace.
	•	Discrimination or harassment.
	•	Failure to promptly report a workplace injury or accident involving any of the Company’s employees, clients, equipment, or property.
	•	Willful neglect of Health & Safety policy guidelines, safety practices, rules, SOP’s & Protocols, and other policies.
	•	Commission of a crime, or other conduct which may damage the reputation of Company.
	•	Stealing, misappropriating, or intentionally damaging property belonging to the Company or its customers, suppliers or employees.
	•	Unauthorized use of the Company’s or its clients’ name, logo, funds, equipment, vehicles, or property.
	•	Insubordination, including failure to comply with any work assignments or instructions given by any Company manager with the authority to do so.
	•	Violation of the Company Policies and/or SOP’s.
	•	Failure to cooperate with an internal investigation, including, but not limited to, investigations of violations of these work rules.
	•	Failure to maintain the Confidentiality of Company’s confidential information belonging to the Company or its customers.
	•	Failure to comply with the Human Resources and Health & Safety policies and rules of the Company.

Substance Abuse

Employees, contractors, managers, and leaders are expected to perform their Company-related work in a safe manner, free of the influences of alcohol, drugs, prescribed or over-the-counter medications, or other controlled substances. The use of alcohol, illegal drugs or misuse of prescribed or over-the-counter medications, or other controlled substances in the workplace will not be tolerated.

All Company employees are expected to be fit for duty when reporting to work and must remain fit for duty for the duration of the workday. This means that, employees must not be impaired by alcohol, marijuana, illegal drugs or the misuse of prescribed or over-the-counter medication. In the event an employee is taking prescription drugs as prescribed by their doctor, the drugs must not inhibit their ability to perform their job functions. In the interest of Health & Safety, the employee is expected to advise their manager when they are taking prescription drugs prescribed by their doctor if taking the prescription drugs in the manner prescribed may affect their ability to perform their duties and responsibilities.

If an employee appears to be impaired or admits to being impaired, and is unfit for work, the Company reserves the right to refuse to allow them to work that day and will direct them to return home for that day, and this will be an unpaid day. A warning may be issued to the employee about the incident with a reminder of their obligations under this policy. If the employee violates this policy further, the employee may be subject to discipline, up to and including termination of employment for just cause.

8 | Technology and Computer Use
Care of Equipment/Supplies

All employees are expected to take care of all equipment and supplies provided to them. You are responsible for maintaining this material in proper working condition and for promptly reporting any unsafe or improper functioning of this material to your manager.

Neglect, theft, and/or destruction of the Company’s materials could be grounds for disciplinary action, up to and including termination, and employees could be required to pay the replacement cost of this equipment.

Internet Communications

Access to email and Internet is provided primarily for business purposes. It is made available to allow work-related research and enhance Company-wide communication. Use of Company provided Internet access for personal purposes is permitted, so long as it is used at a reasonable level. For example, it must not diminish productivity and effectiveness at work or negatively impact the Company in any way. Employees are not permitted to download programs not already supported by the Company, participate in chat lines or groups, access sites containing offensive materials, send chain letters, send threatening or slanderous messages, disclose any confidential or sensitive information regarding the Company or its employees, or send, view or obtain pornographic material. We also do not allow use of the Company-provided Internet access to play games, gamble, or post/send messages under false identification.

Email Etiquette:

The following guidelines are provided as a recommended approach to email response:

Guidelines for recipients:

	•	In general, emails from work colleagues/staff should be responded to within 24 hours (even if the response is simply an acknowledgement of receipt and a commitment to respond by x date).
	•	If the responder is out of the office the recommended response time would continue to be 24 hours.
	•	Emails from existing customers, business partners, prospects should be responded to within 24 working hours.

Guidelines for senders:

	•	Email once, and then again if a response is not received in the allotted time frame.
	•	Follow up with phone call if there is still no response.

Telephone and Voicemail Use

Voicemail messages and telephone conversations should be treated as potentially "public" communication. Furthermore, telephone use is for business purposes only and may be used for personal purposes on a reasonably limited basis. Similar to email and internet use, it can be used for personal reasons if it does not diminish productivity or affect the Company in a negative way.

All employees will place the “Out of Office” notice on their voicemail prior to going on vacation.

External Communications
Corporate Opportunities

A “corporate opportunity” includes situations where an opportunity is discovered using Company property, information, contacts, position or time. Employees and managers are prohibited from taking corporate opportunities for themselves personally, without full disclosure to the member of the executive team of the Company.

Outside Business Activities

While all employees have a right to personal freedom outside of the organization, certain activities may be deemed a conflict of interest.

	•	Taking on additional employment or outside activities if they interfere or conflict or could reasonably interfere with your ability to perform your job to your fullest potential;
	•	Serving as a director of any organization that supplies goods or services to the Company, its Clients or Suppliers, without full disclosure and approval in accordance with law, and this Guideline document;
	•	Starting up or being a significant investor or creditor in a business that does or intends to compete with the Company;
	•	Working for an organization that competes with the Company;
	•	Performing work for another organization during working hours using the Company supplies, personnel or intellectual property for the use of anyone else, including yourself;
	•	Promoting any other Company’s product or service on the Company’s time; and
	•	Discussing and disclosing the affairs of the Company to external parties beyond a need to know basis, and without appropriate confidentiality safeguards in place.

To avoid a conflict of interest due to outside activities, it is recommended that you discuss any such activities with a member of the executive team or Human Resources.

Use of Web Blogs, Personal Websites, and Social Media

The Company views weblogs, personal websites (“blogs”), and social media positively and it respects the rights of employees to use them provided that it is done outside of business hours and using the employee’s own property. To protect the Company’s business interests and not to cause any confusion to the general public, the following guidelines must be followed by employees when using blogs:

	•	Make it clear that the views expressed in the blog are yours alone and do not represent the views of the Company;
	•	Respect the Company’s confidential and proprietary information;
	•	Consult with your manager if you have any questions or you’re uncertain about what is appropriate to include in your blog;
	•	Be respectful to the Company, employees, clients, partners, suppliers and the Company competitors;

	•	Understand when the Company asks that certain topics not be discussed for confidentiality, business or legal compliance reasons and consult with your manager if you have any questions about such topics; and
	•	Ensure that your blogging activity does not interfere with your work commitment.

Video Surveillance

The Company does perform continuous 24-hour video surveillance of all Company property, including but not limited to technology systems, all interior workspaces, building exterior, non-invasive common public areas and Schedule 1 Narcotics Preparation, Production and Distribution areas.

Building, Computer, Network Security

Every effort must be made to protect the Company’s building, computer systems and software from security threats such as accidental or deliberate destruction of product, data and equipment, service interruptions, unauthorized disclosure or use of confidential or personal information, theft and corruption. Employees are responsible for reporting any breach of building or computer security, policies and standards.

The Company provides a variety of electronic communications systems for use in carrying out its business. All communication and information transmitted by, received from or stored in these systems are the property of the Company and, as such, are intended to be used for job-related purposes only. The Company may access and disclose all data or messages stored on its systems or sent over its electronic mail system.

Employees may not write, send or receive data through the internet or email that contains content that could be considered discriminatory, offensive, obscene, threatening, harassing, intimidating or disruptive to any employee or other person. Examples of unacceptable content include (but are not limited to) sexual comments or images, racial slurs, gender- specific comments or other comments or images that could reasonably offend someone on the basis of race, age, sex, religious or political beliefs, national origin, disability, sexual orientation or any other characteristic protected by law.

9 | Confidential Information and Intellectual Property
Confidentiality

It is essential to the Company’s success that certain information related to its business remains confidential. As a result, during the term of employment with the Company, and for an indefinite period of time afterwards, you are required not to disclose to any individuals or entities outside of the Company (unless approved in writing by a member of the executive team) any of the Company’s confidential information including, but not limited to, the following:

	•	details of clients, physicians, clinics and consultants with whom the Company does business with and/or markets to,
	•	information concerning the Company business development and marketing practices, including web and marketing materials,
	•	any information concerning the Company and Health Canada,
	•	any information concerning the Company and labour relations,
	•	financial information regarding any project, bid/tender/RFP, and Company as a whole,
	•	any the Company operational practices, and
	•	personal details of the Company employees, contractors or suppliers.

All employees are required to execute a Confidentiality Agreement as a condition of accepting an employment offer.

Employees who improperly use or disclose trade secrets or confidential business information may be subject to discipline, up to and including termination of employment for just cause and legal action, even if the employees do not actually benefit from the disclosed information. Employees are not to disclose information to any media outlet as a representative of the Company. All media inquiries are to be directed to an employee’s immediate manager or the Company’s designated media contact via detailed message from recipient.

Non-Competition

Employees who have an employment agreement or offer letter that contains a non-competition covenant are expected to adhere to its terms.

All other employees shall not, during their employment, either directly or indirectly, individually or on behalf of any person, own, operate, be engaged in, be concerned with the operation of, or have any financial or other interest in any business or activity directly competitive with the business of the Company in Canada.

No Solicitation of Employees, Franchisees, Business Partners or Contractors

Employees who have an employment agreement or offer letter that contains a non-solicitation covenant are expected to adhere to its terms.

All other employees shall not, , during their employment, either directly or indirectly, individually or on behalf of any person or entity solicit, hire, or retain any employee, franchisee, business partner, consultant or independent contractor of the Company in connection with any business or activity directly competitive with the business of the Company, or encourage any of them to cease or reduce their employment or end or reduce their engagement or contract with the Company.

For the purposes of this Section 9, the reference to "employee, franchisee, business partner, consultant or independent contractor of Employer" shall include any Person who was in the employ of, or engaged by the, Employer at any time during the twelve (12) month period preceding the Employee’s last day of active employment and who remains employed or engaged by the Employer.

Non-Retaliation

The Company’s Non-Retaliation Policy describes our policy towards employees who file reports for harmful, discriminatory or unethical behaviors. Whether accusations are true or false, our Company wants to prevent victimization and other retaliatory behavior towards the employee. We believe it’s important that employees aren’t afraid to speak up about any issues. It’s to our Company’s benefit to resolve them as soon as possible. An environment of fear can only be harmful in the long run. The Company forbids retaliation against employees who, in good faith, report harmful, discriminatory or unethical behaviours. Employees have the right to speak to the Company about such misconduct. In any case, we will make an effort to preserve legality and business ethics.

Intellectual Property

All employees must protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets are to be used for legitimate Company purposes. Any suspected incident of fraud or theft should be immediately reported for investigation. Company assets should not be used for non-Company business.

The obligation of all employees to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes, but is not limited to, intellectual property such as trade secrets, or data, as well as business, marketing and service plans, engineering and construction ideas, designs, databases, records, salary or employee information, labour relations, and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of Company policy. It could also be illegal and result in civil or criminal penalties.

The foregoing obligations also entail, without limitation, the specific requirements to safeguard all passwords, identification codes and access controls to prevent unauthorized access to the Company’s information systems and other assets, and similarly, to not reverse assemble, decompile, reproduce or otherwise fraudulently obtain use of or access to licensed or internally developed software code for personal use except where permitted by the terms of license.

Upon termination of employment, employees are required to return all property belonging to the Company.

Inspection of Personal and Company Property

The Company’s employees use the property and equipment the Company owns and provides, and may also use the Company’s materials, information, and other supplies. While employees may decorate their office workspaces with their personal possessions (such as pictures, plants, and the like), employees must remember that property supplied by the Company remains the property of the Company and employees have no expectation of privacy in such items. The Company reserves the right to search any Company property (e.g., personal computers, desks, lockers, or other storage areas) at any time. The Company also reserves the right to inspect personal property (e.g., tool boxes, purses, briefcases) during the workday or as employees leave secure areas. Refusal to allow inspection may lead to discipline, up to and including termination of employment for just cause.

Password Standards

Initial passwords and passcodes are assigned by the IT resources and should not be given to other staff or persons outside the organization. Employees should change the provided computer passwords as soon as possible using the instructions provided by the IT group.

Employee Privacy

The Company respects the privacy of its employees and will collect, use and retain personal information for business or legal purposes in accordance with applicable laws. Employee personal information refers to information pertaining to an employee, as defined by applicable privacy legislation, including that kept in the Bamboo HR personnel file and other documentation collected for payroll and benefits purposes. Such information will be released only with the approval of the employee affected, except to verify employment, or to satisfy legitimate investigatory or legal requirements.

10 | Discrimination, Harassment and Violence in the Workplace
Discrimination

Discrimination means unfair or differential treatment of an individual or group, whether intentional or unintentional, based on one or more of the prohibited grounds contained in the British Columbia Human Rights Code (“BC HRC”) and Ontario Human Rights Code (“ON HRC”), as applicable. Discrimination in all aspects of employment is prohibited at the Company and all employees will be treated equally in accordance with applicable human rights legislation with respect to decisions regarding their employment including, without limitation, decisions regarding hiring, promotion, scheduling, pay and benefits.

Harassment and Bullying

The Company strives to provide a harassment-free environment for its employees. Mutual respect, along with cooperation and understanding, must be the basis of interaction between members and staff. The Company will neither tolerate nor condone behaviour that is likely to undermine the dignity or self-esteem of an individual, or create an intimidating, hostile or offensive environment.

Definition of Harassment/Bullying

Harassment means engaging in a course of vexatious comment or conduct against a worker in a workplace that is known or ought reasonably to be known to be unwelcome. Bullying is a form of harassment that involves taking an action against a worker that was known or reasonably ought to have known would cause that worker to be humiliated or intimidated. Bullying and harassment are usually a pattern of behaviour; however, there may be circumstances in which a single incident of inappropriate behaviour is substantial enough to constitute harassment.

Examples of harassment and bullying include, but are not limited to:

	•	Verbal aggression or yelling
	•	Humiliating initiation practices for hazing
	•	Spreading malicious rumours
	•	Calling someone derogatory names

Sexual harassment is defined as:

a.	engaging in a course of comment or conduct against a worker in a workplace because of sex, sexual orientation, gender identity or gender expression where the course of comment or conduct is known, or ought reasonably to be known, to be unwelcome; or

b.	making a sexual solicitation or advance where the person making the solicitation or advance is in a position to confer, grant or deny a benefit or advancement to the worker and the person knowns or ought reasonably to know that the solicitation or advance is unwelcome.

Sexual harassment includes conduct that denigrates a person’s sexuality or vexatious conduct that is directed at a person because of their sex. But sexual harassment is not only sexual in nature. Communicating or relying on stereotypes about a gender can be a form of sexual harassment. Sexual harassment can happen to anyone.

Examples of sexual harassment include, but are not limited to:

	•	Verbal or cyber abuse or threats
	•	Unwelcome remarks, jokes, innuendo or taunting
	•	Displaying or posting of offensive or pornographic or degrading images or writings
	•	Practical jokes that cause awkwardness or embarrassment
	•	Unwelcome invitations or requests or sexual demands
	•	Leering or other gestures
	•	Physical contact of any kind, such as touching, patting, pinching, punching, rubbing up against, cornering
	•	Sexual assault (this may also be a criminal matter)
	•	Negative comments that are gender based

Harassment can also be defined as a 'poisoned' work environment. A poisoned work environment refers to situations in which harassing comments/conduct are making it a hostile or uncomfortable place in which to work, even if the person experiencing the discomfort is not being directly targeted. Some examples of actions that can create a poisoned work environment include displaying offensive or sexual materials such as screen savers, or distributing offensive e-mail messages, jokes or insults that are offensive, racist or discriminatory in nature.

This policy applies to all workers including permanent, temporary, casual, contract, and student workers. Workers are protected from harassment by any person. A ‘person’ in this context includes any individual, whether or not the person is a workplace party. This means that a ‘person’ could be an employer, manager, co-worker, or member of the public, client or anyone the person who comes in contact with in the Company’s workplace.

Definition of Workplace

The workplace, for the purpose of this policy, is defined as Company premises and aboard Company aircraft, and also off-site locations, including hangars, meetings or conferences, customer locations, vehicles or social situations related to work. It includes online and electronic communications, such as email and texts.

Harassment which occurs outside the workplace, but which may adversely affect employee safety during work activities, may also be defined as workplace harassment.

What is NOT Harassment/Bullying

A reasonable action taken by an employer or manager relating to the management and direction of workers or the workplace is not workplace harassment. Workplace harassment should not be confused with legitimate, reasonable management actions, that are part of the normal work function, including but not limited to:

	•	measures to correct performance deficiencies, such as placing someone on a performance improvement plan;
	•	imposing discipline for workplace infractions;
	•	requesting medical documents, in accordance with applicable law, in support of an absence from work; and/or,
	•	enforcement of workplace rules and policies.

Worker Responsibilities

Your responsibilities include:

	•	Not engaging in bullying or harassment
	•	Reporting bullying and harassment if observed or experienced
	•	Applying and complying with our policies and procedures on bullying and harassment

Complaint & Investigation Procedure

Employees who believe they are being harassed should take the following steps to stop the harassment and prevent reoccurrence:

Informal Procedure

The first thing to do is for employees to make their disapproval and/or unease known to the other person if they are comfortably doing so. This should be done as soon as the employee receives any unwelcome comments or conduct. Some of the things an employee can say might include:

“I don’t want you to do that”

“Please stop doing or saying …”

“It makes me uncomfortable when you …”

“I don’t find it funny when you …”

If the harassment continues after the employee has confronted the individual, they may want to provide him or her with a written statement of the situation. It helps to keep a written record of dates, times, witnesses, if any, and the nature of the incident(s).

An employee who is not comfortable addressing the alleged harasser directly should feel free to proceed directly to the formal procedure.

Formal Procedure (Investigation)

If the incident or complaint cannot be resolved informally, or if it is too serious or the employee feels unsafe having it handled on an informal basis, the employee may bring a formal complaint to their manager, to Human Resources or to any member of the ELT. Any manager receiving a complaint must inform Human Resources.

The Company will ensure that an investigation appropriate in the circumstances is conducted. The investigation of all incidents and complaints will be prompt, thorough and fair. In most circumstances, trained Human Resource personnel will conduct the investigation; however, where deemed necessary, a qualified third-party investigator may be called upon.

Such an investigation may include, but not be limited to:

	•	interviewing the complainant and the respondent to ascertain all of the facts and circumstances relevant to the incident or complaint, including dates and locations;
	•	interviewing witnesses deemed relevant by the investigator, if any;
	•	reviewing any related documentation; and,
	•	making detailed notes of the investigation and maintaining them in a confidential file.

All Company workers, including the complainant and respondent, are expected to fully cooperate with the investigation process. This may include providing information in an interview, submitting a written statement, and/or disclosing emails or documents.

Outcome of the Investigation

Once the investigation is complete, the investigator will prepare a report which will be reviewed by Human Resources, who may seek legal advice as appropriate. At the conclusion of the investigation, the complainant and the respondent will be advised of the results of the investigation and of any corrective action that has been taken or will be taken as a result of the investigation.

Names and circumstances of the incident or complaint will not be disclosed to any person except where the disclosure is necessary for the purpose of investigating or responding to the incident or complaint, taking corrective action with respect to the incident or complaint, or is otherwise required by law. Out of respect for the individuals involved, it is essential that the complainant, respondent, witnesses, and anyone else involved in, or aware of, the investigation of an incident or complaint maintain strict confidentiality throughout the investigation and afterwards.

A determination that harassment has occurred will result in appropriate corrective action, up to and including termination for just cause of an employee deemed to have engaged in any form of harassment.

Human Resources will meet with the complainant to provide information regarding corrective action taken in respect of the respondent, if any. Human Resources will also meet with the respondent to inform him or her of the next steps including any corrective action, if applicable. Both the complainant and the respondent will be provided with written documentation that will confirm that the investigation is complete, the outcome and the corrective action taken, if any. Details obtained during the investigation and the investigative notes will not be provided.

Every effort will be made to resolve the complaint in a timely manner after becoming aware of an incident or a complaint is received.

No Retaliation or False Complaints

Any employee that makes a complaint in good faith and without malice, regardless of the outcome of the investigation, will not be subject to any form of discipline. Retaliation against an individual for reporting harassment or for participating in an investigation of a claim of harassment is a serious violation of this policy and, like harassment itself, will be subject to disciplinary action.

To intentionally accuse someone of harassment, knowing it to be false, is a serious matter. Employees who do so will be subject to discipline, up to and including termination of employment. The rights of a person falsely accused of harassment must also be protected.

The Company will review this policy as often as is necessary, or at least annually.

WORKPLACE VIOLENCE

The Company is committed to the prevention of workplace violence and will take whatever steps are reasonable to protect our employees.

Definition

Workplace violence is defined as:

	•	the exercise (or attempt to exercise) of physical force by a person against a worker in the workplace that causes (or could cause) physical injury to the worker; or
	•	a statement or behaviour that it is reasonable for a worker to interpret as a threat to exercise physical force against the worker, in a workplace, that could cause physical injury to the worker.

Definition of Workplace

Violence which occurs outside the workplace, but which may adversely affect employee safety during work activities may also be defined as workplace violence.

Scope

Violence in the workplace is unacceptable from anyone. This policy applies to all employees as well as contractors and consultants. This policy also applies to any actual, or threat of, violence by individuals who are not employees of the Company, although available remedies may be constrained by the specifics of any situation. The Company is committed to providing a safe working environment for all employees.

Domestic Violence

While often originating in the home, domestic violence can significantly impact the workplace safety of victims as well as co-workers. Employees are encouraged to advise their manager or Human Resources of an issue in the employee’s non-work life that might impact the safety of the employee or a co-worker in the workplace.

We recognize domestic violence to be a very sensitive and private topic. However, we remind employees of their responsibility under health and safety legislation to take all steps necessary to ensure your own and other’s safety in the workplace. Any employee who applies for or obtains a restraining order or peace bond which lists a workplace location as being a protected area must provide Human Resources with a copy of the restraining order or peace bond and any other relevant documents or information requested. The Company is committed to protecting employee confidentiality to the extent possible.

If the Company is aware that domestic violence is likely to expose employees to workplace violence or workplace harassment, the Company will take every reasonable precaution to protect its employees in the workplace.

History of Violence Disclosure

If the Company becomes aware that a person has a history of violence, the Company will communicate information relating to that person where:

	•	employees may reasonably be expected to come into contact with the person in the performance of their job duties; and
	•	there is a potential risk of workplace violence as a result of interactions with the person with a history of violence.

We are committed to balancing one employee's 'right-to-know' against another employee's right-to-privacy, and there may be circumstances that place these individual rights in direct conflict. As necessary, the Company will seek advice from Human Resources, legal advisors, and/or the Ministry of Labour to ensure optimal protection of all employee rights.

The Company will only disclose personal information that is deemed reasonably necessary to protect the worker from physical harm.

Workplace Violence Program

The Company’s workplace violence program implements this policy. It includes measures and procedures to protect employees from workplace violence, a means of summoning immediate assistance and a process for employees to report incidents or raise concerns.

The Company will review this policy as often as is necessary, or at least annually.

Employee Responsibilities

Employees who have reason to believe they, or others, may be victimized by a violent act sometime in the future, at the workplace or as a direct result of their employment with the Company, must inform their manager so appropriate action can be taken. The manager will notify Human Resources.

Supervisors/Managers are responsible for providing a violence-free work environment and, upon becoming aware that some form of violence is occurring, for taking prompt, corrective action, even if no formal complaint is made.

Risk Assessments

The Company will periodically conduct a risk assessment of the work environment to identify any issues related to potential workplace violence that may arise from the nature of the workplace, the type of work or the conditions of work at the Company. In doing so, the Company will institute measures to control any identified risks to worker safety.

The Company will reassess the risks of workplace violence as often as is necessary to ensure that this policy continues to protect employees from workplace violence.

Complaint Procedure

An employee who feels that he/she is experiencing violence in the workplace, or witnesses an act or threat of violence towards anyone else, shall take the following steps:

	1.	If an emergency exists and the situation is one of immediate danger, the employee shall contact the police by dialing 911, and should take whatever emergency steps are available and appropriate to protect himself/herself from immediate harm, such as leaving the area. No employee should intervene, if to do so would put that employee or any other person at risk.

	2.	If the situation is not one of immediate danger, the employee shall report the incident to the appropriate manager as soon as possible. If an employee is not comfortable reporting the incident to his/her immediate manager, he/she should contact another manager or Human Resources.

Investigation Procedure

The Company will investigate and deal with all incidents and complaints of workplace violence in a fair and timely manner, respecting the privacy of all concerned as much as possible.

The exact nature of the investigation will depend on the particulars of the allegation. During the course of the investigation, the investigator may take whatever interim steps he/she may deem appropriate, which may include the involvement of legal counsel or the police.

All investigations will involve getting full information from the person who has reported the violence and the person who is alleged to have committed the inappropriate act. The purpose of that meeting will be to understand what happened, to explain why the act was inappropriate, and to decide if further consequence will be imposed. The investigation will commence as soon as possible and every effort will be made to resolve the complaint promptly.

A determination that workplace violence has occurred will result in appropriate corrective action, up to and including termination of an employee deemed to have engaged in any form of violence. Additional actions may include:

	•	Notifying the police when a potentially criminal act has occurred;
	•	Provision of emergency medical care in the event of any violent act upon an employee; and,
	•	Post-event trauma counselling for those employees desiring such assistance.

In appropriate circumstances, the Company will inform the reporting individual of the results of the investigation. To the extent possible, the Company will maintain the confidentiality of the reporting employee and the investigation, but may need to disclose results in appropriate circumstances (i.e., in order to protect individual safety). The Company will not tolerate retaliation against any employee who reports workplace violence.

Every employee must work in compliance with this policy and the supporting program. All employees are encouraged to raise any concerns about workplace violence and to report any violent incidents or threats. There will be no negative consequences for reports made in good faith. Where a complaint is found to be made in bad faith, disciplinary action will be taken, up to and including termination of the complainant.

11 | Health and Safety

The Company strives to provide each manager and employee with a safe and healthy work environment, including adherence to all health and safety legal requirements and to ensure adequate supervision, training and equipment. Each employee has a responsibility for maintaining a safe and healthy workplace for all employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices, conditions or situations related to possible impairment, especially those related to safety. Violence, threats of violence and harassment are not permitted.

Employees and managers are expected to perform their Company-related work in a safe manner, free of the influences of alcohol, marijuana, illegal drugs or controlled substances. The Company will not tolerate the use of alcohol, cannabis, illegal drugs or the intentional misuse of prescribed or over-the-counter medications in the workplace.

Depending on the circumstances, if an employee violates these policies that are intended to provide a safe and healthy work environment, the employee may be subject to discipline, up to and including termination of employment for just cause.

For more detailed information, please refer to The Flowr Corporation’s Health and Safety Policy (currently in progress as of the date of this Handbook).

12 | Appendix I –Travel Policy

The Flowr Corporation Travel Policy

Effective Date: March 15, 2018

Purpose and Scope:

The Flowr Corporation and all affiliates including The Flowr Canada Holdings ULC and The Flowr Group (Okanagan) Inc. (collectively the “Company”) maintain policies and procedures for all Employees/Consultants (“Employees”) of the Company to follow. The purpose of this travel policy is to provide guidelines and establish procedures for all Company Employees incurring travel expenses on the Company’s behalf. Please also review the Company business expense policy before incurring travel related expenses. All Company travel and expense policies are subject to revisions and the Company will ensure all Employees are informed of any policy changes when they occur.

Policy:

Company Employees are expected to act reasonably and with moderation while exercising the highest degree of integrity and honesty as representatives of the Company. Good judgment is essential when incurring travel and/or entertainment expenses.

The intent of this travel policy is to reimburse Employees for authorized, reasonable, actual business-related travel expenditures. Employees will neither gain or lose financially as a result of business travel. Travel is a costly item therefore Employees have the responsibility to vigorously manage these discretionary expenses.

Corporate Traveller Canada (“Travel Agent”) is the corporate travel agency that will handle Company travel arrangements for Employees travelling on business related trips away from their normal work location. The Company will only pay invoices from this designated travel agency or through other sources provided they are more economical. If using other sources, a quotation from Travel Agent must also be included to justify the expense from another provider.

If Travel Agent is not available to the Company to handle travel arrangements, Employees are required to manage their own travel arrangements while adhering to similar reservation procedure guidelines that would be expected from the travel agency. Multiple quotes (2 to 3) for travel related expenses should be submitted for approval before final booking. Reserved itineraries and approved associated costs will be reimbursed following the Company business expense policy.

Company will reimburse all reasonable, properly authorized and properly documented travel, meals, meeting and other expenses incurred by Employees while traveling to conduct Company business.

Please see section “Meals” for guidance on allowable amounts to be reimbursed.

Every reasonable effort should be made to use teleconferencing in lieu of travel. Whenever travel is considered necessary, only those Employees whose participation is critical to a meeting or other activity should travel. If you are not listed as an authorized approver on Flowr’s Purchasing Approval Policy, you must get prior approval from your immediate manager or if applicable, a manager with the appropriate dollar limit.

Travel Agent Reservation Procedure Guidelines:

	•	All Employees should set up a personal travel profile with Travel Agent. Please complete the online traveler profile form:

	•	https://portal.fcm.travel/flowr First time users, if you have booked with Corporate Traveler before, but this is your first time logging in, please select the "Forgot your Password" link above. First time traveler, if you have never booked with us you may self-register by selecting the "New User Registration" above to create your login and build your traveler profile.

	•	Complete all required fields with additional information as needed.

	•	COMPANY NAME will be filled in as ‘The Flowr Group (Okanagan) Inc.’

	•	BUSINESS DIVISION will be either The Flowr Canada Holdings ULC or The Flowr Group (Okanagan) Inc. Speak to your manager to confirm your Business Division.

	•	DEPARTMENT/COST CENTRE must be filled in with one of the following:

	-	ELT (Executive Leadership Team)
	-	Business Development
	-	Construction
	-	Finance/HR
	-	Legal
	-	Regulatory & QA
	-	IT
	-	Marketing
	-	Operations
	-	R & D

If you are not sure what your Department/Cost Centre is, speak to VP – Finance or CFO.

	•	Once a travel itinerary is approved by a manager (reference Purchasing Approval Policy), Employees are to submit travel requirements directly to Travel Agent.

	•	Travel Agent will provide the Employee 2 – 3 options for travel based on the requirement they have received from the Employee and in accordance with this travel policy and, where applicable, the authorized arrangement with the Employee. Employee will provide the options and an Employee recommendation to their manager for final approval.

	•	Once travel reservations have been approved they are then booked by Employee. Travel Agent will send by email the booked itineraries and final invoice to the Employee. Employee is then responsible to attach a copy of the manager’s approval email to the Travel Agent itinerary/invoice email and then forward this final email package to the CFO or VP Finance.

	•	Flights will be paid directly by the Company to the Travel Agent.

	•	While the Travel Agent can assist in booking hotels and ground transportation, all hotel and ground transportation reservations shall normally be paid by the Employee directly and Company will reimburse all reasonable and authorized travel expenses incurred.

Travel Agent Contact Details

Brianne McNulty

Assistant Manager | Corporate Traveller (604) 495-8769 (Vancouver)

Brianne.McNulty@corporatetraveller.ca

Hours 8:30am – 5:00pm PST; Send email prior to 8:30am PST or Emergency Assistance # 604-360-4894

Travel Guidelines

A.	AIR TRAVEL

Travel should be booked as far in advance as possible to take advantage of discounts often available 21 days prior to departure. A minimum three-hour window of flexibility for departure and arrival times will be used whenever possible.

Coach/economy is the standard class of service. Any upgraded level must have prior approval by a member of the Senior Leadership Team (CEO, CFO, COO, CPMO, President).

Employees are expected to use the lowest logical airfare available with no preference to airline.

Company will not reimburse Employees who select carriers or higher airfares for the purpose of accruing frequent flyer awards or benefits. Travelers electing to upgrade to a higher class of service may do so at their own expense. Upgrades are non-reimbursable.

Employees must follow the Travel Agent’s suggestions for routings and flights whenever possible.

•

Frequent Flyer Mileage/Points

Employees may accrue and use at their own discretion all frequent flyer mileage/points accumulated while traveling on Company business. However, the selection of an airline or other travel supplier must be made solely on the specific requirements established by Company without regard to frequent traveler inducements. Company will not reimburse Employees who choose to use their frequent flyer mileage for Company business purposes.

	•	Unused Tickets

		Travel providers must be notified of all airline reservation cancellations. All unused airline tickets, paper or electronic, must be returned to the issuing travel agency for refund processing. Non-refundable tickets will be retained for application and use in connection with future ticket purchases.

	•	Denied Boarding Compensation

		Employees may not volunteer for denied boarding compensation. Employees who are involuntarily denied boarding and offered a free voucher from the airline may keep the travel voucher for Company use.

B.	HOTEL ACCOMMODATIONS

When plans change, the traveler is responsible for contacting the travel agency or the hotel to cancel the reservation; otherwise a "no-show" charge might be incurred. Company will not reimburse hotel "no-show" charges, unless the reimbursement is warranted by unusual business circumstances.

C.	GROUND TRANSPORTATION

In general, Employees are encouraged to use a taxi, shuttle, and/or car service when less expensive than renting a car or if the Employee is unfamiliar with local laws, driving culture and or language.

•

Car Rental:

When renting a car for Company business purposes, rent no larger than a mid-size car unless warranted (for example: traveling in a group). Share rental cars when traveling with another Employee. Collision damage insurance is to be purchased from the rental Company offering the service. Certain credit cards allow for collision coverage but it is strongly encouraged to purchase the coverage offered by the rental organization and Company will not assume any liabilities if other methods of coverage are utilized.

•

Car Rental Accidents:

In the event of an accident, comply with local customs and laws. Seek appropriate medical attention first and then arrange to file a police report. As soon as possible, contact the rental car company to report the accident and complete an accident report with them. The accident should be reported to the Chief Executive Officer and Chief Financial Officer as soon as possible.

•

Personal Automobile Expense:

For Employees using their personal automobile for business purposes, Company will reimburse mileage, related parking and toll charges.

	•	Charges must be detailed and submitted on an expense report.
	•	Travel to and from the Employee’s home and normal work location (commuting) is not reimbursable.
	•	Employees may be provided (requires ELT approval) with a Declaration of Conditions of Employment (T2200 form) for tax purposes as opposed to claiming mileage reimbursements. The T2200 form allows an employee to deduct employment expenses under certain circumstances. Your Manager will inform you if you are eligible to claim a mileage reimbursement or alternatively, not claim mileage reimbursement and be entitled to a T2200 form.
	•	The following is the mileage reimbursement allowances according to the local tax authorities. Your regular normal daily commuting mileage should be deducted from the mileage claims submitted for reimbursement.

$CDN0.55 per km in Canada (2018)

$USD0.545 per mile in the USA (2018)

•

Insurance:

The Employee’s personal automobile insurance policy is the primary coverage if the individual’s personal vehicle is damaged while being used on Company business. Company does not provide physical damage insurance coverage for vehicles not owned or rented by Company.

•

Ground Transportation to and from Terminals:

Employees traveling to the same location should share ground transportation to and from the airport or other terminal whenever possible. The most economical and efficient mode of transportation should be used at all times.

D.	PERSONAL TRAVEL COMBINED WITH BUSINESS TRAVEL

Subject to pre-approval by the Employee’s manager, personal travel combined with business travel may be permitted. If the personal arrangements result in higher costs (air, lodging, automobile rental, meals, etc.), the incremental costs are the responsibility of the Employee.

MEALS

The Company does not pay daily “per diem” amounts for meals, Meals and entertainment must be supported by receipts and be reasonable in nature and the costs associated with these expenses.

F.	SAFETY AND SECURITY

Employees should recognize that traveling to some locations throughout the world carries a measure of inherent risk. Travelers are therefore responsible for obtaining information to assist them in making decisions about travel plans and, ultimately, traveling safely. Employees are also responsible for taking reasonable safety and security measures while traveling to maximize their personal safety and for the protection of Company property. Employees requiring special travel assistance are required to inform their manager and the Travel Agent prior to booking.

13 | Appendix II –Vacation, Time Off, and Absence Policy

Vacation, Time Off and Absence Policy

Effective Date: March 15, 2018

Policy:

Flowr grants all full-time and salaried employees vacation time and encourages all employees to use their maximum allotted vacation time for rest and relaxation and to promote a healthy work/life balance. In support of all our stakeholders, we ask that employees manage their work assignments so that time off may be taken without unduly affecting their colleagues and ongoing operations.

Vacation entitlement:

•	The standard vacation entitlement for starting full-time employees is subject to the accrual rates listed below.

•	Annual vacation entitlement increases by five (5) days after three (3) years of service to a maximum allotment of twenty (20) days. Employees who are eligible through tenure for increased vacation entitlement will automatically begin accruing vacation at the appropriate rate on the applicable service anniversary date.

•	Vacation accruals are as follows:

	•	ten (10) days of annual vacation will accrue at 0.8334 days per month

	•	fifteen (15) days of annual vacation will accrue at 1.25 days per month

	•	twenty (20) days of annual vacation will accrue at 1.6667 days per month

•	Part-time employees earn vacation pay at a rate of 4% of gross earnings for the first three (3) years of service and at a rate of 6% after that. Vacation pay is paid out on each pay for part- time employees.

•	After completion of annual vacation allotment, employees may request additional time off without pay, subject to written management approval.

Administration details:

•	Vacation entitlements are based on the calendar year (January 1 to December 31).

•	Employees who were hired during the year will be entitled to a portion of their yearly annual vacation time, pro-rated on a monthly basis from the employee’s start date (e.g. If an employee is entitled to 15 days’ vacation and the employee commenced his/her employment on April 1^st, the employee would be entitled to 11.25 days of vacation in their first year of employment (1.25 x 9 months).

•	Vacation is accrued for use on a bi-monthly basis.

•	Employees must submit a vacation request in advance via BambooHR to their manager at least ten (10) business days prior to their scheduled vacation time. The Company will make every effort to accommodate employee’s vacation requests. However, vacation is subject tomanagement approval and at times vacation may not be approved because of operational needs.

•	Vacation time may be used before it is earned (accrued); however, the Employee would be required to pay back amounts for vacation taken in excess of the employee’s accrued vacation upon resignation or termination of employment, except in cases of death or retirement.

•	Vacation time cannot be donated to another employee.

•	Time off for vacation must be taken and neither the employee nor Flowr may waive the statutory entitlement to annual vacation. Managers are responsible for managing vacation schedules to ensure employees use their statutory required vacation allotment before year-end. If it does not appear that employees are taking their statutory required vacation days, Flowr may schedule vacation for employees, which they are required to take.

Carryover & Unused Vacation:

It is expected that an employee’s full vacation allotment is taken during the year in which it is earned; however, there are times that based on operational needs employees are unable to utilize their full vacation allotment.

	•	British Columbia: Employees who do not use their statutory vacation time during a vacation entitlement year must take their vacation time within twelve (12) months of completing the vacation entitlement year (e.g. For the vacation entitlement year of January 1, 2018 to December 31, 2018, the employee must take their vacation by December 31, 2019.).

	•	Ontario: Employees who do not use their statutory vacation time during a vacation entitlement year must take their vacation time within ten (10) months of completing the vacation entitlement year (e.g. For the vacation entitlement year of January 1, 2018 to December 31, 2018, the employee must take their vacation by October 31, 2019.).

In certain instances, and with written CEO approval, the Company may pay out unused vacation days in excess of an employee’s statutory entitlement at the Company’s discretion

Absence Policy: Religious Observance, Sickness, Bereavement & Statutory Leaves

Scope

Flowr’s absence policy applies to all full-time employees.

Religious Observance

Flowr observes applicable statutory holidays, however we also recognize Canada’s multicultural environment. Employees may use available vacation time or approved unpaid time to observe other religious holidays. Employees are to contact their manager ten (10) days prior to the holiday if they have requests in this regard.

Bereavement

In the event of the death of an immediate member of an employee's family, the employee will be granted up to five (5) day’s leave of absence with pay. The following are considered immediate family:

• Spouse or partner;

• Child (including adopted or foster children);

• Parent;

• Brother or sister;

• Grandparent;

• Grandchild; or

• Father or mother-in-law

The period of absence may be extended at Management’s discretion with or without pay. In Ontario, bereavement leave days will also count as personal emergency leave days if the employee has such das available.

Statutory Leaves

Provincial employment standards legislation grants employees a number of unpaid leaves of absence.

During a statutory leave of absence, employment is considered continuous for the purposes of calculating annual vacation and termination entitlements, as well as for health or other employee benefit plans. When the leave ends, the employee will be returned to his or her former position, if it exists, or a comparable position, if it does not. Employees are entitled to all increases in wages and benefits that the employee would have received if not on leave.

For more information on statutory leaves of absence including notification requirements, please contact the Chief Financial Officer and refer to your provincial Ministry of Labour website for a full listing of all statutory leaves of absence.

14 | Appendix III –Expense Policy

The Flowr Corporation Business Expense Policy

Effective Date: March 15, 2018

Purpose & Scope:

The Flowr Corporation (and all affiliates, including The Flowr Canada Holdings ULC and The Flowr Group (Okanagan) Inc., - collectively the “Company”) maintains policies and procedures for all employees, consultants or services providers (“Employees”) of the Company to follow.

This policy provides guidance and procedures relating to the reimbursement of business-related expenses incurred by Employees on behalf of Company. Please review the Company’s Travel Policy before incurring travel-related expenses.

All Company policies are subject to revisions and improvements. The Company will ensure Employees are informed of policy changes.

Policy:

Employees who incur business expenses paid with their own funds are entitled to be reimbursed for the expenses if the expenses are reasonable and are approved in accordance with this policy.

Employees are expected to manage Company funds carefully and conservatively and exercise prudent business judgment regarding expenses covered by this policy.

Business expenses must be approved in advance by the appropriate executive/manager. Refer to the Purchasing Approval Policy concerning approval amount thresholds which Employees can confirm with their immediate manager.

If approval is not received prior to incurring the expense, the expense will be considered refused until reviewed. The Company reserves the right to refuse payment for any expense submitted where prior approval was required but not obtained.

When appropriate, multiple quotes should be submitted when requesting approval (e.g. prior to booking airline flights directly).

Employees wishing to be reimbursed must submit a completed and approved by management expense report along with supporting receipts. After obtaining manager approval the expense report and receipts must be sent to the VP Finance or CFO for processing and reimbursement.

Digital versions (scan/email) of expense reports and receipts will be accepted. Original reports and receipts must be submitted to the Kelowna or Toronto offices at a minimum on a quarterly basis if a digital version was submitted.

A new digital procedure for submitting and processing expense reports and receipts is currently being reviewed for future implementation.

Completed and Approved Expense Reports with supporting receipts for a specific month MUST be submitted by that month end (cut-off is the 20th of a given month) to ensure processing and reimbursement on the next end of month payroll direct deposit.

Procedures:

To allow for reimbursement, expense reports must include:

-	The expense report template designated by the Company

-	The entity to which the expenses are to be allocated to i.e. The Flowr Corporation, The Flowr Canada Holdings ULC, The Flowr Group (Okanagan) Inc. A separate expense report is required for each entity.

-	Employee details filled out in full. Include the date of the report and Employee signature (approved digital signature accepted).

-	An itemized list of expenses with a description of the expense that includes the date, place, and nature of the expense.

-	Each item on the expense report should be listed on a separate line. Receipts should be visibly numbered to correspond with the line number on the expense report. If multiple expense reports are submitted in a month then each receipt should be visibly numbered and labelled appropriately to allow for easy cross reference to the designated report.

-	Credit card – C/C statements are NOT considered an acceptable form of receipt.

-	Expenses to be rebilled to another company must be submitted on a separate report.

-	The expense form must be signed by a member of management with the proper signing authority. The authorizing manager is responsible for reviewing expense reports for accuracy and compliance with this Policy.

-	Clear digital versions of approved expense reports and receipts will be accepted. Original versions will also be accepted while the new digital procedure remains under review.

-	Restaurant receipts should identify all individuals attending the function and the purpose of the function on the front of the receipt(s). When more than one Employee/Consultant dines together, the most senior person (by rank within the Company, not age) must pay.

-	When entering expenses subject to various taxes only the GST/HST (as presented on the receipt) is to be recorded in the proper column on the report. All other taxes must be added to and included in the principle amount of the purchase.

-	Meals & Entertainment expenses MUST have the GST/HST amount recorded in the proper column. Please refer to the Travel Policy for further details.

-	Tipping is to follow reasonable industry practice (i.e. 10% for taxi service, 15-18% for meals depending on group size). Tips should be calculated based on the pre-tax amount of the receipt. Avoid adding a tip to the tax portion of the bill.

-	Mileage is reimbursed at a rate of 54 cents (2017 rate) per kilometre and is for business use only. Mileage from a personal residence to an office is not an eligible expense. All mileage claims must include either a travel log or detail as to the distance to and from the specific destination and reason for travel. Note that Employees who are required by the Company to have a car available for business use (other than commuting to and from work) will receive a T2200 form allowing them to write off a portion of their car expenses against their income tax. These employees are not eligible to claim mileage.

-	Employees who must be either available outside of office hours or out of the office routinely due to travel requirements and who require a mobile phone because of the nature of their job responsibilities, are eligible for reimbursement of mobile phone usage fees (but not the phone itself unless approved by management).

-	Expenses will be reimbursed in Canadian funds, regardless of the currency in which the expense was incurred. Credit card statements, while not an acceptable form of receipt, will be used to establish foreign exchange rates. Employee must provide a copy of the credit card statement with personal details blacked out. For foreign cash conversions, Company will use the corresponding Bank of Canada posted rate from the date of the expense.

-	Incomplete expense reports, such as those with missing receipts or insufficient detail to support the expense, will be forwarded back to the Employee who must complete the missing item(s) or explain the missing information, then resubmit to their authorized manager for signature and then to VP Finance or CFO for reimbursement.

-	Cash advances on credit cards will not be reimbursed.

-	Other non-reimbursable items include but are not limited to club/membership dues, fines or parking tickets, finance charges or delinquency charges on personal credit cards, excess baggage fees, non-Employees travel expenses, vacation or personal day expenses while on a business trip, loss/theft of personal funds or property including baggage, unapproved rental car upgrades, accident repairs or gambling expenses.

15 | Appendix IV – Remote Working Policy

The Flowr Corporation Remote Working Policy

Effective Date: August 30, 2018

Unless otherwise authorized, employees are expected to be in the office during regular working hours unless they are at a customer’s office or in transit.

Where occasional home or remote working is permitted, employees must comply with the terms of this Policy which may be amended or withdrawn from time to time in the Company’s absolute discretion.

We recognize that some employees may have a need to work remotely periodically. The ability to work remotely is a privilege, not a right. Further, it should be recognized that, for customer service purposes, not every position is appropriate for working remotely. It should not be assumed that the Company endorses or even encourages a practice of working remotely regularly.

The following guidelines must be followed with respect to working remotely:

	•	You must obtain permission from your manager or supervisor before working remotely.

	•	You will be expected to maintain at least the same level of productivity as when working in the office. It is assumed that employees working outside of the office will be contactable and responsive, in the same way as if the employee was working in the office. All emails and voicemails must be attended to in a timely fashion.

	•	Your home environment must be conducive to working. This means that there must be a minimum of two (2) connections available: one (1) for constant access to the Company’s network via the internet and one (1) for incoming/outgoing phone calls.

	•	You must be able to ensure the security of documents and information, where appropriate while working remotely.

	•	No employee may work remotely for more than two (2) days in a row without written authorization from their direct manager.

Approving a Request to Work Remotely

The Company will only approve a request to work remotely where the Company is satisfied that such alternative working arrangements will have no adverse effect on your individual performance, your department / team and/or the business operation. When considering a request to work from home or remotely, the needs of the business will always be considered.

Home or remote working will not be permitted in any of the following circumstances:

	•	Where the role requirements demand on-site presence;

	•	Where the employee making the request requires supervision, or is the subject of a performance improvement plan, or has a disciplinary record.

The terms of your contract of employment and the Company’s policies, guidelines and procedures will continue to apply to you when working from home or remotely.

15 | Acknowledgement Form

To help ensure compliance with this Handbook, the Company requires that all employees and officers review the policies and procedures therein and acknowledge their understanding and adherence in writing on starting employment with the Company, and then on an annual basis in the space below.

***********************************************************************************

I have read and understand the policies contained in the Employee Handbook. I hereby confirm that I will adhere to the polices contained herein as may be amended from time to time.

I shall demonstrate courtesy, honesty, civility and respect for other employees of the Company, for its clients, and for its suppliers. I will refrain from any form of harassment or discrimination against anyone on the basis of any ground protected by applicable human rights legislation.

Name:

Date:

Signature:

EX-99.29 30 exhibit99-29.htm EXHIBIT 99.29 The Flowr Corp.: Exhibit 99.29 - Filed by newsfilecorp.com

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations

1.	Names of the Parties to the Transaction

	The Needle Capital Corp. (“Needle”) changed its name from “The Needle Capital Corp.” to “The Flowr Corporation” (“Flowr” or the “Resulting Issuer”) and completed a business combination (the “Business Combination”) with an Ontario private company named “The Flowr Corporation” (the “Predecessor Flowr”) which amalgamated with 2652253 Ontario Inc. to establish a new entity called The Flowr Group Inc. (“Amalco”) as its “qualifying transaction” pursuant to the rules of the TSX Venture Exchange (the “TSXV”).

2.	Description of the Transaction

	The Business Combination provided for the acquisition of all of the outstanding equity interests of Needle by the shareholders of the Predecessor Flowr in exchange for common shares of the Resulting Issuer (the "Common Shares") and, in case of outstanding convertible securities of the Predecessor Flowr, convertible securities of the Resulting Issuer. Shareholders of the Predecessor Flowr were issued an aggregate of 85,692,095 Common Shares (the “Consideration Shares”) based on the deemed issue price of CAD$2.60, resulting in one Consideration Shares for each one common share of the Predecessor Flowr held. As a result of the Business Combination, The Flowr Corporation became the sole beneficial owner of all of the outstanding securities of the Amalco.

	The Business Combination is described in the Filing Statement of Needle (the “Filing Statement”) dated September 19, 2018, and filed on SEDAR at www.sedar.com under The Flowr Corporation’s profile (formerly, the profile of Needle).

3.	Effective date of the Transaction

	September 20, 2018.

4.	Names of each Party, if any, that ceased to be a Reporting Issuer subsequent to the Transaction and of each Continuing Entity

	Flowr continues to be a reporting issuer in British Columbia, Alberta, and Saskatchewan.

5.	Date of the Reporting Issuer’s First Financial Year-End Subsequent to the Transaction

	December 31, 2018.

6.	Periods, including the comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year subsequent to the Transaction

	Unaudited quarterly financial statements for the Resulting Issuer for the nine months ending September 30, 2018 will be compared to the nine month period ended September 30, 2017 of the Resulting Issuer.

- 2 -

Audited annual consolidated financial statements for the Resulting Issuer for the 12 months period ended December 31, 2018 will be compared to the Resulting Issuer’s annual financial statements for the period ended December 31, 2017.

Unaudited quarterly financial statements for the Resulting Issuer for the three months ending March 31, 2019 will be compared to the three-month period ended March 31, 2018 of the Resulting Issuer.

Unaudited quarterly financial statements for the Resulting Issuer for the six months ending June 30, 2019 will be compared to the six-month period ended June 30, 2018 of the Resulting Issuer.

Unaudited quarterly financial statements for the Resulting Issuer for the nine months ending September 30, 2019 will be compared to the nine month period ended September 30, 2018 of the Resulting Issuer.

Audited annual consolidated financial statements for the Resulting Issuer for the 12 months ended December 31, 2019 will be compared to the Resulting Issuer’s annual financial statements for the year ended December 31, 2018.

7.	Documents filed under NI 51-102 Continuous Disclosure Obligations that describe the Transaction

The following documents describing the transaction were filed on SEDAR at www.sedar.com under The Flowr Corporation’s profile (formerly Needle’s profile):

	a)	the Filing Statement dated September 19, 2018;

	b)	the press release dated September 21, 2018, announcing the closing of the Business Combination;

	c)	the material change report dated September 26, 2018, relating to the completion of the Business Combination; and

	d)	The business combination agreement dated August 27, 2018, as amended on September 10, 2018.

EX-99.30 31 exhibit99-30.htm EXHIBIT 99.30 The Flowr Corp.: Exhibit 99.30 - Filed by newsfilecorp.com

The attached Financial Statements are those of The Needle Capital Corp. ("Needle"), which was a Capital Pool Company. These Financial Statements are being filed as the financial year end of Needle ended prior to the closing of Needle’s qualifying transaction. These Financial Statements are not the consolidated financial statements of The Flowr Corporation ("Flowr"), the entity resulting from completion of the qualifying transaction.

Needle's operations after its merger with Flowr will be incorporated into the results of Flowr's third quarter consolidated financial statements for the period ended September 30, 2018, which will be released in November 2018.

The Needle Capital Corp.

(A Capital Pool Corporation)

Financial Statements

For the year ended June 30, 2018 and the period

from June 1, 2016 (date of incorporation) to June 30, 2017

(expressed in Canadian dollars)

Independent Auditors' Report

To the Shareholders' of The Needle Capital Corp.:

We have audited the accompanying financial statements of The Needle Capital Corp., which comprise the statements of financial position as at June 30, 2018 and 2017, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the year ended June 30, 2018 and the period from June 1, 2016 (date of incorporation) to June 30, 2017 and notes, comprising a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of The Needle Capital Corp. as at June 30, 2018 and 2017 and its financial performance and its cash flows for the year ended June 30, 2018 and the period from June 1, 2016 (date of incorporation) to June 30, 2017 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.


Calgary, Alberta
October 26, 2018	Chartered Professional Accountants
	Licensed Public Accountants

The Needle Capital Corp.

Statements of Financial Position

As at

		June 30,			June 30,
		2018			2017

Assets
Current
Cash	$	284,653		$	176,369
Deferred financing costs (Note 6)		-			56,500
Total assets	$	284,653		$	232,869


Liabilities
Current
Accounts payable and accruals	$	10,000		$	29,500

Shareholders' Equity
Share capital (Note 6)	$	385,600		$	210,000
Contributed surplus		74,000			-
Deficit		(184,947	)		(6,631	)
Total shareholders’ equity	$	274,653		$	203,369
Total liabilities and shareholders’ equity	$	284,653		$	232,869

Letter of Intent (Note 11)

Subsequent Event (Note 12)

Approved on behalf of the Board


Director		Director

The accompanying notes are an integral part of these financial statements

- 1 -

The Needle Capital Corp

Statement of Loss and Comprehensive Loss

For year ended June 2018 and the period from June 1, 2016 (date of incorporation) to June 30, 2017


		2018			2017
Expenses
General and administration	$	24,920		$	-
Professional fees		96,396			6,631
Share-based payments (Note 7)		57,000			-
Net loss and comprehensive loss	$	178,316		$	6,631
Loss per share		(0.08	)		(0.00	)

Weighted average shares outstanding (Note 6)		2,367,123			-

The accompanying notes are an integral part of these financial statements

- 2 -

The Needle Capital Corp.

Statement of Changes in Shareholders’ Equity

	Share		Contributed			Shareholders’
	Capital		Surplus	Deficit		Equity
	($)		($)	($)		($)
As at June 30, 2016	-		-	-		-
Share issuance	210,000		-	(6,631	)	203,369
As at June 30, 2017	210,000		-	(6,631	)	203,369
Share issuance (Note 6)	300,000		-	-		300,000
Share issue costs (Note 6)	(124,400	)	-	-		(124,400	)
Agent warrants (Note 6)	-		17,000	-		17,000
Option issuance (Note 7)	-		57,000	-		57,000
Net loss for the period	-		-	(178,316	)	(178,316	)
As at June 30, 2018	385,600		74,000	(184,947	)	274,653

The accompanying notes are an integral part of these financial statements

- 3 -

The Needle Capital Corp.

Statement of Cash Flows

For the year ended June 30,

		2018		2017
Cash provided by the following activities:
Operating activities
Net loss	$	(178,316	)	(6,631	)
Share-based payments (Note 7)		57,000		-
Change in non-cash working capital:
Deferred financing costs		-		(56,500	)
Accounts payable and accruals		(19,500	)	29,500
Cash flows used in operating activities		(140,816	)	(33,631	)
Financing activities
Issuance of common shares (Note 6)	$	249,100		210,000
Cash flows provided by financing activities		249,100		210,000
Increase in cash resources		108,284		176,369
Cash resources, beginning of period		176,369		-
Cash resources, end of period	$	284,653		176,369

The accompanying notes are an integral part of these financial statements

- 4 -

The Needle Capital Corp.

Notes to the Financial Statements

For year ended June 2018 and the period from June 1, 2016 (date of incorporation) to June 30, 2017

1.	Incorporation and operations

The head office and registered office of the Company is located at 1900, 520 – 3^rd Street SW, Calgary, Alberta.

2.	Basis of preparation

Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”) in effect for the fiscal period beginning July 1, 2017.

These were authorized for issue in accordance with a resolution of the directors on October 26, 2018.

Basis of measurement

These financial statements are stated in Canadian dollars and were prepared on a going concern basis, under the historical cost convention except for share based compensation.

Use of estimates and judgments

- 5-

The Needle Capital Corp.

Notes to the Financial Statements

For year ended June 2018 and the period from June 1, 2016 (date of incorporation) to June 30, 2017

3.	Significant accounting policies

Cash

Cash consists of the proceeds generated on the issuance of common shares, which is being held in trust by legal counsel for the Company.

Deferred financing costs

Share-based payments

Taxes

Current tax

Deferred tax

Non-derivative financial instruments

- 6-

The Needle Capital Corp.

Notes to the Financial Statements

For year ended June 2018 and the period from June 1, 2016 (date of incorporation) to June 30, 2017

3.	Significant accounting policies (continued)

Subsequent to initial recognition, non-derivative financial instruments are measured as described below:

Loans and receivables

Financial assets at fair value through profit or loss

Other financial liabilities

Equity instruments

Impairment of financial assets

Accounting standards issued but not yet applied

The Company has reviewed amendments to accounting pronouncements that have been issued but are not yet effective, and determined that the following may have a future impact on the Company.

IFRS 9 Financial Instruments
In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which replaces IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes requirements for recognition and measurement, impairment, de-recognition and general hedge accounting. IFRS 9 is effective for annual period beginning on or after January 1, 2018.

- 7-

The Needle Capital Corp.

Notes to the Financial Statements

For year ended June 2018 and the period from June 1, 2016 (date of incorporation) to June 30, 2017

3.	Significant accounting policies (continued)

IFRS 15 Revenue from Contracts with Customers

IFRS 16 Leases

The Company does not anticipate a significant impact from the adoption of these standards.

4.	Significant accounting estimates and assumptions

Estimates

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

Fair value of financial instruments

The estimated fair value of financial assets and liabilities, by their very nature, are subject to measurement uncertainty.

Taxes

Judgements

The key areas of judgment that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

Taxes

- 8-

The Needle Capital Corp.

Notes to the Financial Statements

For year ended June 2018 and the period from June 1, 2016 (date of incorporation) to June 30, 2017

4.	Significant accounting estimates and assumptions (continued)

Financial instruments

Stock options

The Company records stock-based payments based on management’s judgement of the expected exercise date of options which is impacted by the timing of completion of the Qualifying Transaction.

Cash

6.	Share capital

Authorized:

Unlimited number of Common Shares, without nominal or par value
Unlimited number of non-voting Preferred shares issuable in series

Issued: Common Shares

	Number of
	Shares	$
At incorporation	-	-
Issued for cash (i)	4,200,000	210,000
As at June 30, 2017	4,200,000	210,000
Issued for cash (ii)	3,000,000	300,000
Share issue costs	-	(124,400	)
As at June 30, 2018	7,200,000	385,600

	(i)	The Company issued 4,200,000 Common Shares to directors of the Company at a price of $0.05 per share. All 4,200,000 Common Shares are subject to an escrow agreement. These 4,200,000 Common Shares, which are considered contingently issuable until the Company completes a Qualifying Transaction, are not considered to be outstanding for the purpose of the loss per share calculation.

	(ii)	During the year ended June 30, 2018, the Company completed its initial public offering and raised gross proceeds of $300,000 through the issuance of 3,000,000 Common Shares at a price of $0.10 per share. Included in share issuance costs is $56,500 relating to the June 30, 2017 deferred costs balance.

		The Company granted warrants to the agent (the “Agent’s Warrants”) which entitles the Agent to purchase in aggregate up to 300,000 Common Shares at an exercise price $0.10 per Common Share. The Agent’s Warrants will expire 24 months from the date the Common Shares were listed on the Exchange. The Agent also received a cash commission equal to 10% of the gross proceeds of the Offering, a corporate finance fee of $10,000 and was reimbursed for its legal fees and reasonable expenses. The value of the Agent Warrants is $17,000 as determined by the Black-Scholes option pricing model, and has been recorded as share issue costs.

- 9-

The Needle Capital Corp.

Notes to the Financial Statements

For year ended June 2018 and the period from June 1, 2016 (date of incorporation) to June 30, 2017

6.	Share capital (continued)

Escrow

7.	Share-based payments

		Weighted average
	Number of options	exercise price
*Options*	(#)	($)
As at June 30, 2017	-	-
Issued to directors and officers	720,000	0.10
As at June 30, 2018	720,000	0.10

	Number	Weighted average
	of warrants	exercise price
*Warrants*	(#)	($)
As at June 30, 2017	-	-
Issued to agents	300,000	0.10
As at June 30, 2018	300,000	0.10

The Black-Scholes option pricing model was used to estimate the fair value of options and warrants on the date of grant using the following assumptions:

Risk-

free

Expected

interest

Expected

dividend

Expected

Forfeiture

Expiry

rate

life

yield

volatility

Rate

(year)

(%)

(years)

(%)

Options

2022

1.80

5.0

0.0

110

0.0

Agent warrants

2019

1.58

2.0

0.0

110

0.0

The fair value of the options granted to directors and officers of $57,000 is included in share-based payment expense on the statement of loss and comprehensive loss.

- 10-

The Needle Capital Corp.

Notes to the Financial Statements

For year ended June 2018 and the period from June 1, 2016 (date of incorporation) to June 30, 2017

8.	Income taxes

The net income tax provision differs from that expected by applying the Canadian federal and provincial corporate tax rate due to the following:

		2018			2017
Loss before taxes	$	178,316		$	6,631
Statutory tax rate		27%			27%
Expected tax recovery		48,145			1,790
Stock-based compensation		(15,390	)		-
Share issue costs		48,735			-
Deferred tax asset not recognized		(81,490	)		(1,790	)
Deferred tax recovery	$	-		$	-

As at June 30, 2018, the Company has approximately $175,000 of a non-capital loss carryforward balance that will commence to expire in 2037 if not utilized and non-deducted financing fees balance of approximately $133,000 (2017 - $45,000). No deferred tax assets have been recognized for these deferred tax assets.

9.	Capital disclosures

The Company’s objectives when managing capital are:

	i.	to maintain a flexible capital structure, which optimizes the cost of capital at acceptable risk; and,

	ii.	to maintain investor, creditor and market confidence in order to sustain the future development of the business.

The Company is not subject to any externally or internally imposed capital requirements at period-end.

- 11-

The Needle Capital Corp.

Notes to the Financial Statements

For year ended June 2018 and the period from June 1, 2016 (date of incorporation) to June 30, 2017

10.

Financial instruments

Fair value

	Level 1:	Fair value measurements are those derived from quoted prices (unadjusted) in the active market for identical assets or liabilities.

	Level 2:	Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices).

	Level 3:	Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

The fair value of cash is determined on level 1 inputs. The carrying amount of cash and account payable and accruals approximates its fair value due to the short-term maturities of these items.

Credit Risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. The Company believes it has no significant credit risk.

Liquidity Risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2018, the Company had a cash balance of $284,653 to settle liabilities of $10,000.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company has no market risks.

11.

Letter of Intent

During the year, the Company signed a letter of intent (“LOI”) in respect of a proposed business combination with an unrelated party (“Target Co.”) (the “Transaction”) and brokered private placement. Pursuant to the Transaction, the Company and Target Co. will complete a plan of arrangement, amalgamation, three-corner amalgamation or alternative structure to be determined. It is anticipated that the Company’s common shares will be issued to the shareholders of the Target Co. on a basis of one common share of the Company for every one common share of Target Co. outstanding. The effect of the Transaction will be a reverse take over of the Company by Target Co. As part of the Transaction, it is anticipated that Target Co will complete a private placement of its common shares for gross proceeds of not less than $5,000,000 and up to $25,000,000. The Transaction is subject to TSX Venture and other regulatory approvals.

- 12-

The Needle Capital Corp.

Notes to the Financial Statements

For year ended June 2018 and the period from June 1, 2016 (date of incorporation) to June 30, 2017

12.

Subsequent Event

On August 27, 2018, the Company entered into a business combination with The Flowr Corporation (“Flowr”) in which the Company acquired all the outstanding shares of Flowr. The Flowr shareholders received 85,692,095 common shares of the Company. In addition, the Company issued 4,325,000 stock options, 8,035,530 employee stock options and 441,720 broker warrants in exchange for the outstanding options and warrants of Flowr. The Qualified Transaction was approved by the TSX Venture Exchange on September 21, 2018. Upon completion of the business combination, shareholders of Flowr acquired control of the Company. The business combination is considered a purchase of the Company’s net assets by the shareholders of Flowr.

Flowr completed a concurrent subscription receipt financing of 13,807,734 subscription receipts at $2.60 per subscription receipts, for gross proceeds of $35,900,108. Flowr also paid a cash compensation of 6% of gross proceeds and issued broker warrants equal to 3% of subscription receipts. Each broker warrant entitles the holder to purchase one share at an exercise price of $2.60 for a period of 24 months. Concurrent with the closing of the Qualified Transaction the subscription receipts were converted to the Flowr shares.

- 13-

EX-99.31 32 exhibit99-31.htm EXHIBIT 99.31 The Flowr Corp.: Exhibit 99.31 - Filed by newsfilecorp.com

The attached Management Discussion and Analysis (“MD&A”) are those of The Needle Capital Corp., which was a Capital Pool Company. This MD&A is being filed as the financial year end of The Needle Capital Corp. which ended prior to the closing of The Needle Capital Corp.’s qualifying transaction. This MD&A is not the MD&A of The Flowr Corporation, the entity resulting from completion of the qualifying transaction.

The Needle Capital Corp.
Management Discussion and Analysis
For the Year Ended June 30, 2018

The Needle Capital Corp.

Management Discussion and Analysis

For the Year Ended June 30, 2018

FORM 51-102F1

This MD&A was prepared by management of The Needle Capital Corp. (“the Corporation”), and was approved by the Board of Directors on October 29, 2018. All amounts are in Canadian dollars unless otherwise stated.

Forward-Looking Statements

Description of the Business

The Corporation operates from its primary office in Calgary, Alberta, Canada. Its registered head office is located at 1900, 520 3^rd Avenue S.W., Calgary, Alberta T2P 0R3.

Outlook

On August 27, 2018, the Company entered into a business combination with The Flowr Corporation (“Flowr”) in which the Company acquired all the outstanding shares of Flowr. The Flowr shareholders received 85,692,095 common shares of the Company. In addition, the Company issued 4,325,000 stock options, 8,035,530 employee stock options and 441,720 broker warrants in exchange for the outstanding options and warrants of Flowr. The Qualifying Transaction was approved by the TSX Venture Exchange on September 21, 2018. Upon completion of the business combination, shareholders of Flowr acquired control of the Company. The business combination is considered a purchase of the Company’s net assets by the shareholders of Flowr.

The Needle Capital Corp.

Management Discussion and Analysis

For the Year Ended June 30, 2018

Flowr completed a concurrent subscription receipt financing of 13,807,734 subscription receipts at $2.60 per subscription receipts, for gross proceeds of $35,900,108. Flowr also paid a cash compensation of 6% of gross proceeds and issued broker warrants equal to 3% of subscription receipts. Each broker warrant entitles the holder to purchase one share at an exercise price of $2.60 for a period of 24 months. Concurrent with the closing of the Qualifying Transaction the subscription receipts were converted to the Flowr shares.

Selected Financial Information

The Corporation was incorporated under the Business Corporation Act (Alberta) on June 1, 2016 and June 30 is the date of its fiscal year end.

Selected Statement of Financial Position Data

		As at June		As at June
		30, 2018		30, 2017
Net working capital	$	274,653	$	203,369
Total current assets	$	284,653	$	232,869
Total current liabilities	$	10,000	$	29,500
Total shareholders’ equity	$	274,653	$	203,369

Selected Statement of Operations Data

		Year Ended			Year Ended
		June 30, 2018			June 30, 2017
Expenses	$	178,316		$	6,631
Net loss for the period	$	(178,316	)	$	(6,631	)
Basic loss per share	$	(0.08	)	$	(0.00	)

The Corporation does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition.

During the year ended June 30, 2018, the Corporation recorded a net loss of $178,316 consisting of professional, filing and communication fees.

The Needle Capital Corp.

Management Discussion and Analysis

For the Year Ended June 30, 2018

Liquidity, Capital Resources, and Outlook

As at June 30, 2018, the Corporation had working capital of $274,653 and $284,653 in cash. Management believes that it has sufficient cash to meet its ongoing obligations and its objective of completing a Qualifying Transaction. However, additional equity or debt financing may be required to complete a Qualifying Transaction.

There can be no assurance that the Corporation will be able to obtain adequate financing to complete a Qualifying Transaction.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as at June 30, 2018.

Critical Accounting Estimates and Policies

The Corporation’s significant accounting policies and the adoption of new accounting policies are disclosed in the audited financial statements for the year ended June 30, 2018.

Financial Instruments and Other Instruments

Disclosure of Outstanding Share Data

As at the date of this MD&A, the following is a description of the outstanding equity securities and convertible securities previously issued by the Corporation:

	Authorized	Outstanding

Voting or equity securities issued and outstanding	Unlimited Common Shares	7,200,000 Common Shares

Preferred Shares	Unlimited Preferred Shares	Nil

The Needle Capital Corp.

Management Discussion and Analysis

For the Year Ended June 30, 2018

Risks and Uncertainties

(a)	until completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;

(b)	the Corporation has had no business activity and has not acquired any material assets since its incorporation other than cash;

(c)	the Corporation does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;

(d)	the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction;

(e)	even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction;

(f)	the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation;

(g)	there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;

(h)	if the Corporation fails to complete a Qualifying Transaction within 24 months of listing, the TSX Venture Exchange could suspend or delist the common shares of the Corporation and an interim cease trade order may be issued against the Corporation’s securities by an applicable securities commission if its common shares are suspended from trading on or delisted from the TSX Venture Exchange or otherwise; and

(i)	the Corporation competes with many Capital Pool Companies that are seeking suitable Qualifying Transactions. In addition, other Capital Pool Companies may have substantially greater financial and technical resources than the Corporation.

The Needle Capital Corp.

Management Discussion and Analysis

For the Year Ended June 30, 2018

Other Information

Letter of Intent

The Company signed a letter of intent (“LOI”) in respect of a proposed business combination with an unrelated party (“Target Co.”) (the “Transaction”) and brokered private placement.

As part of the Transaction, it is anticipated that Target Co. will complete a private placement of its common shares for gross proceeds of not less than $5,000,000 and up to $25,000,000.

The Transaction is subject to TSX Venture and other regulatory approvals.

EX-99.32 33 exhibit99-32.htm EXHIBIT 99.32 The Flowr Corp.: Exhibit 99.32 - Filed by newsfilecorp.com

Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate

I, Alexander Dann, Chief Financial Officer of The Needle Capital Corp. certify the following:

1.	*Review:* I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of The Needle Capital Corp. (the “issuer”) for the financial year ended June 30, 2018.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: November 2, 2018

“Alexander Dann”

Alexander Dann

Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52 - 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.33 34 exhibit99-33.htm EXHIBIT 99.33 The Flowr Corp.: Exhibit 99.33 - Filed by newsfilecorp.com

Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate

I, Vinay Tolia, Chief Executive Officer of The Needle Capital Corp. certify the following:

1.	*Review:* I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of The Needle Capital Corp. (the “issuer”) for the financial year ended June 30, 2018.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: November 2, 2018

“Vinay Tolia”

Vinay Tolia

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.34 35 exhibit99-34.htm EXHIBIT 99.34 The Flowr Corp.: Exhibit 99.34 - Filed by newsfilecorp.com

EX-99.35 36 exhibit99-35.htm EXHIBIT 99.35 The Flowr Corporation - Exhibit 99.35 - Filed by newsfilecorp.com

THE FLOWR CORPORATION TO ANNOUNCE THIRD QUARTER 2018 FINANCIAL RESULTS

MARKHAM, ONTARIO November 26, 2018 – The Flowr Corporation (TSXV: FLWR) (“Flowr” or “the Company”), a Canadian Licensed Producer of premium cannabis products, will release financial results for its third quarter and the nine months ended September 30, 2018 on November 28, 2018.

This is Flowr’s first report of financial results since the completion of its going-public transaction on September 21, 2018. Flowr’s results for these periods do not include any sales of cannabis products as the Company received its sales and production license in August 2018.

Flowr will host a conference call for investors on November 29 at 9:00am EST with Vinay Tolia and Tom Flow, Co-CEOs and Alex Dann, CFO.

Conference Call Information

Toll Free Dial-in: 1-888-556-3059
International Dial-in: 1-409-983-9742
Conference ID: 4079223

Replay Information

A replay of the call will be available until 11:59pm Eastern Time, December 12, 2018 by dialing 1-800-585-8367 or 1-404-537-3406 and entering conference code 4079223.

About Flowr

The Flowr Corporation (TSXV: FLWR), through its subsidiaries, holds a cannabis production and sales license granted by Health Canada. With a head office in Markham, ON and a production facility in Kelowna, BC, Flowr builds and operates large-scale, GMP-designed cultivation facilities utilizing its own patented growing systems. Flowr’s investment in research and development along with its sense of craftsmanship and a spirit of innovation is expected to enable it to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market.

For more information, visit www.flowr.ca Follow Flowr on Twitter: @FlowrCanada; Facebook: Flowr Canada; Instagram: @flowrcanada; and LinkedIn: The Flowr Corporation

On behalf of The Flowr Corporation:
Alex Dann
Chief Financial Officer

Contacts

Media

Jim Walsh: +1.607.275.7141, jwalsh@flowr.ca

Bruce Dunbar: +1.917.756.4065, bdunbar@flowr.ca

Investors

Alex Dann, CFO: +1 416.464.4067, adann@flowr.ca

Forward-Looking Information

This press release includes forward-looking information within the meaning of Canadian securities laws regarding Flowr and its business, which may include, but are not limited to: statements with respect to the release date of Flowr's financial results, Flowr’s investment in research and development along with its sense of craftsmanship and a spirit of innovation enabling it to provide premium-quality cannabis that appeal to the adult-use recreational market and address specific patient needs in the medicinal market and other factors. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of Flowr’s management and are based on assumptions and subject to risks and uncertainties. Although Flowr’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting Flowr, including risks associated with a delay in releasing Flowr’s financial statements (which could result in a violation of applicable laws), Flowr not being able to sustain its competitive advantage in cultivation and being unable to remain at the forefront of industry innovation, whether as a result of failed construction of the facilities or otherwise, Flowr not being able to meet demand or fulfill purchase orders, which could materially impact revenues and its relationships with purchasers, Flowr requiring additional financing from time to time in order to continue its operations and such financing may not be available when needed or on terms and conditions acceptable to the Company, new laws or regulations adversely affecting the Company’s business and results of operations, results of operation activities and development of projects, project cost overruns or unanticipated costs and expenses, the inability of Flowr’s products to be high quality, the inability of Flowr’s products to appeal to the adult-use recreational market and address specific patient needs in the medicinal market, the inability of Flowr to produce and distribute premium, high quality products, the inability to supply products or any delay in such supply, Flowr’s securities, the inability to generate cash flows, revenues and/or stable margins, the inability to grow organically, risks associated with the geographic markets in which Flowr operates and/or distributes its products, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), risks associated with the use of Flowr’s products to treat certain conditions, the cannabis industry and the regulation thereof, the failure to comply with applicable laws, risks relating to partnership arrangements, possible failure to realize the anticipated benefits of partnership arrangements, product launches (including, without limitation, unsuccessful product launches), the inability to launch products, the failure to obtain regulatory approvals, economic factors, market conditions, risks associated with the acquisition and/or launch of products, the equity and debt markets generally, risks associated with growth and competition (including, without limitation, with respect to Flowr’s products), general economic and stock market conditions, risks and uncertainties detailed from time to time in Flowr’s filings with the Canadian Securities Administrators and many other

factors beyond the control of Flowr. Although Flowr has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information speaks only as of the date on which it is made and Flowr undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.

- ends -

EX-99.36 37 exhibit99-36.htm EXHIBIT 99.36 The Flowr Corp.: Exhibit 99.36 - Filed by newsfilecorp.com

EX-99.37 38 exhibit99-37.htm EXHIBIT 99.37 The Flowr Corp.: Exhibit 99.37 - Filed by newsfilecorp.com

EX-99.38 39 exhibit99-38.htm EXHIBIT 99.38 The Flowr Corp.: Exhibit 99.38 - Filed by newsfilecorp.com

EX-99.39 40 exhibit99-39.htm EXHIBIT 99.39 The Flowr Corp.: Exhibit 99.39 - Filed by newsfilecorp.com

EX-99.40 41 exhibit99-40.htm EXHIBIT 99.40 The Flowr Corp: Exhibit 99.40 - Filed by newsfilecorp.com

EX-99.41 42 exhibit99-41.htm EXHIBIT 99.41 The Flowr Corp.: Exhibit 99.41 - Filed by newsfilecorp.com

THE FLOWR CORPORATION NOMINATES THREE INDEPENDENT DIRECTORS

Company Adopts Advance Notice By-Law

MARKHAM, ONTARIO, NOVEMBER 30, 2018 - The Flowr Corporation ("Flowr" or "the Company") (TSXV: FLWR), a Canadian Licensed Producer of premium cannabis products, announced today that Karen Basian, Maurice Levesque and Dr. J. André de Barros Teixeira have been nominated to stand for election to the board of directors of the Company (the "Board") at the Company's shareholder meeting scheduled for December 28, 2018 (the "Shareholders Meeting"). If all three are appointed and shareholders approve an increase in the size of the Board at the Shareholders Meeting, the Board will increase from 6 to 9 Board members, with 4 independent members.

Ms. Basian brings over 25 years of experience in the consumer products, financial services and technology sectors, while Dr. Teixeira has an extensive background as a consultant in the areas of innovation, business development, multiculturalism in business, global development, motivation, storytelling, ideation, and as a mentor of CEOs and executives. Mr. Levesque has 30 years of experience in the Canadian financial industry and is recognized for his broad knowledge, skills and experience in the venture capital industry, financial services industry and for his leadership skills in new business formation and development. Further information on the nominees is set out below.

"We look forward to welcoming these three exceptional leaders to Flowr's Board and benefiting from their deep expertise, decades of experience and diverse insights," said Steve Klein, Flowr's Chairman and Chief Strategist.

Flowr also announced that its Board has adopted an advance notice by-law (the "By-law"), establishing a framework for advance notice of nominations of directors by shareholders of Flowr. The By-law is similar to the advance notice by-laws adopted by many other Canadian public companies.

The By-law fixes deadlines by which shareholders must submit a notice of directors' nominations to the Company ("notice") prior to any annual or special meeting of shareholders where directors are to be elected, and sets forth the information that a shareholder must include in the notice. It also provides a clear process for shareholders to follow for director nominations and sets out a reasonable time frame for the submissions of nominees and the accompanying information. The By-law will help ensure all shareholders receive adequate notice of the nominations to be considered at a meeting so they may thereby exercise their voting rights in an informed manner. Only persons nominated in accordance with the procedures set out in the By-Law will be eligible for election as director of the Company.

In the case of an annual meeting of shareholders, notice to the Company must be given not less than 30 days prior to the date of the annual meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting is made, notice may be given not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders called for the purpose of electing directors, notice to the Company must be given not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting is made.

The By-law is effective immediately and will be placed before shareholders for confirmation at the Shareholders Meeting.

The full text of the By-law will be made available on the Company's website at www.flowr.ca.

About the Nominees

Karen Basian is the President of KB Capital Management Inc. (Strategy and Advisory Services). Karen also serves on the Board of Directors of goeasy (TSE:GSY) where she chairs the HR and Compensation Committee. She is a CPA,CA; and has an MBA from IMEDE, Lausanne, Switzerland and an Honors Business Administration from the University of Western Ontario.

An innovative thinker with deep financial acumen, Ms. Basian was recognized in 2000 as one of Canada's ‘Top 40 Under 40’ for her work as the CFO & SVP, Corporate Services for 724 Solutions (NASDAQ/TSX). Prior roles include Chief Global Strategy and Business Development Officer for McCain Foods Ltd., SVP Strategy for Frito-Lay North America; Manager with Bain and Company; and International Tax Specialist with Deloitte's.

Ms. Basian's community and philanthropic efforts have included her advisory work with Baycrest, UHN, Robarts Research Institute and FINCA Canada; and the founding of the Jewish Women's Venture Philanthropy Fund.

Dr. J. André de Barros Teixeira is an Associate Partner and member of the Advisory Board of Globalpraxis, a consulting firm in Barcelona, Spain and an Executive Professor at the Antwerp Management School, University of Antwerp, Belgium. He also is a partner at Keiryo Packaging, a technology start-up in Luxembourg and an advisor and partner at Wine With Spirit, an award winning wine start-up in Lisbon, Portugal, and a Visiting Professor at CEIBS-Zurich Institute of Business, Switzerland. He was until recently General Manager, Innovation, at BBD, a beverage company in Australia. Dr. Teixeira holds graduate and post-graduate degrees (BSc, MSc, MBA, PhD) in Philosophy, Industrial Chemistry, Food Science and Business Administration from the universities of Cambridge, Reading and Oxford in the UK.

Formerly in his career, Dr. Teixeira was Vice President, International, Research and Development of the Campbell Soup Co, based in Belgium and the USA, Global Vice-President of Technology Development and Innovation at Interbrew in Belgium, and spent twenty-three years in various executive positions with The Coca-Cola Company in West and Eastern Europe, North and South America, Africa and Asia.

Maurice Levesque is a founder, Chairman, and Chief Executive Officer of Qwest Investment Management Corp. ("QIM"). Mr. Levesque is the Chairman, CEO and Chief Compliance Officer of Qwest Investment Fund Management Ltd., and Chairman, President and director of Heritage Bancorp Ltd. (both companies a subsidiary of QIM).

Mr. Levesque has 30 years of experience in the Canadian financial industry. Mr. Levesque is a founder and/or a director of several private and publicly traded companies which operate in a variety of industries.

Mr. Levesque graduated from The Northern Alberta Institute of Technology with a diploma in Administration Management.

About Flowr

The Flowr Corporation (TSXV: FLWR), through its subsidiaries, holds a cannabis production and sales license granted by Health Canada. With a head office in Markham, ON and a production facility in Kelowna, BC, Flowr builds and operates large-scale, GMP-designed cultivation facilities utilizing its own patented growing systems. Flowr's investment in research and development along with its sense of craftsmanship and a spirit of innovation is expected to enable it to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market.

For more information, visit www.flowr.ca Follow Flowr on Twitter: @FlowrCanada; Facebook: Flowr Canada; Instagram: @flowrcanada; and LinkedIn: The Flowr Corporation.

On behalf of The Flowr Corporation:
Steve Klein
Chairman & Chief Strategy Officer

Contacts

Media

Jim Walsh: +1.607.275.7141, jwalsh@flowr.ca

Bruce Dunbar: +1.917.756.4065, bdunbar@flowr.ca

Investors

Alex Dann: +1 416.464.4067, adann@flowr.ca

Forward-Looking Information

This press release includes forward-looking information within the meaning of Canadian securities laws regarding Flowr and its business, which may include, but are not limited to: the skillset and experience of the nominee directors described herein, such experience, skillsets, expertise and insights of such nominees benefiting Flowr, Flowr's investment in research and development along with its sense of craftsmanship and a spirit of innovation enabling it to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market and other factors. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of Flowr's management and are based on assumptions and subject to risks and uncertainties. Although Flowr's management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting Flowr, including risks relating to the inability of the nominee directors described herein and their experience, expertise, skillsets and insights not benefiting Flowr, Flowr not investing in research and development, which could impact Flowr's ability to bring new products to market and also impact its sales and revenues, Flowr not being able to provide premiumquality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market, Flowr's inability to excel at cultivating premium cannabis, Flowr's inability to construct its facilities, or in the time anticipated, Flowr requiring additional financing from time to time in order to continue its operations and such financing may not be available when needed or on terms and conditions acceptable to the Company, new laws or regulations adversely affecting the Company's business and results of operations, results of operation activities and development of projects, project cost overruns or unanticipated costs and expenses, the inability of Flowr's products to be high quality, the inability of Flowr to produce and distribute premium, high quality products, the inability to supply products or any delay in such supply, Flowr's securities, the inability to generate cash flows, revenues and/or stable margins, the inability to grow organically, risks associated with the geographic markets in which Flowr operates and/or distributes its products, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), risks associated with the use of Flowr's products, the cannabis industry and the regulation thereof, the failure to comply with applicable laws, risks relating to partnership arrangements, possible failure to realize the anticipated benefits of partnership arrangements, product launches (including, without limitation, unsuccessful product launches), the inability to launch products, the failure to obtain regulatory approvals, economic factors, market conditions, risks associated with the acquisition and/or launch of products, the equity and debt markets generally, risks associated with growth and competition (including, without limitation, with respect to Flowr's products), general economic and stock market conditions, risks and uncertainties detailed from time to time in Flowr's filings with the Canadian Securities Administrators and many other factors beyond the control of Flowr. Although Flowr has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information speaks only as of the date on which it is made and Flowr undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.

EX-99.42 43 exhibit99-42.htm EXHIBIT 99.42 The Flowr Corp.: Exhibit 99.42 - Filed by newsfilecorp.com

NOTICE OF MEETING AND
MANAGEMENT INFORMATION CIRCULAR
FOR THE SPECIAL MEETING OF
SHAREHOLDERS OF
THE FLOWR CORPORATION

THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF THE FLOWR CORPORATION OF PROXIES TO BE VOTED AT THE SPECIAL MEETING OF ALL SHAREHOLDERS.

To be held at the offices of Fasken Martineau DuMoulin LLP, 333 Bay Street, Suite 2400, Bay Adelaide Centre,
Toronto, Ontario, M5H 2T6 on December 28, 2018 at 10:00 a.m. (EST)

November 26, 2018

These materials are important and require your immediate attention. They require Shareholders to make important decisions. If you are in doubt as to how to deal with these materials or the matters they describe, please contact your financial, legal, tax or other professional advisors.

November 26, 2018

Dear Shareholders,

On behalf of The Flowr Corporation (“Flowr” or the “Corporation”), it is with great pleasure that we invite you to attend our special meeting of shareholders to be held at 10:00 a.m. (EST) on December 28, 2018. Your participation at this meeting is very important and we encourage you to review the attached information circular (the “Circular”), which includes information for the holders of Flowr’s common shares.

We encourage you to vote on the matters set out in this Circular by following the proxy instructions set out herein and returning your proxy or voting instruction form (as applicable) by the applicable deadline. Our aim is to provide shareholders with the information needed to cast informed votes.

Thus far 2018 has been an exciting year for Flowr, as we completed our going-public transaction on the TSX Venture Exchange, commenced sales of cannabis for the adult use markets in several provinces and continued to build out our world class cultivation facility in Kelowna, British Columbia. These achievements would not have been possible without the support of our management team and the members of Flowr’s Board of Directors (the “Board”).

We also recently announced the nomination of Karen Basian, Dr. J. André de Barros Teixeira and Maurice Levesque to the Board. Each of these nominees are currently independent nominees. We believe that the wealth of experience in consumer products and the financial acumen of each of these nominees will further strengthen our Board and our commitment to strong corporate governance.

Most importantly, I would like to thank Flowr’s shareholders. Flowr’s success is driven by your support and we are sincerely grateful to each of you for having chosen to accompany us on this journey. We look forward to building on our past accomplishments with your continued support. We thank you for your continued support of Flowr.

Yours truly,

<Signed> “Steve Klein”

Steve Klein

Chairman of the Board and Chief Strategy Officer

The Flowr Corporation

THE FLOWR CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

to be held on December 28, 2018

NOTICE IS HEREBY GIVEN that the Special Meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Common Shares”) of The Flowr Corporation (“Flowr” or the “Corporation”) will be held at 10:00 a.m. (EST) on December 28, 2018 for the following purposes:

(a)	to consider and, if thought fit, pass a special resolution, approving the increase of the Board from six (6) to nine (9) for the Corporation;

(b)	to elect directors of the Corporation (the “Directors”) who will serve until the end of the next annual meeting of Shareholders or until their successors are elected or appointed;

(c)	to consider and pass an ordinary resolution to approve the Corporation’s stock option plan, as amended (the “SOP”), as more particularly described in the attached Circular (the full text of the SOP and the proposed ordinary resolution are attached to the Circular as Appendix “A” and Appendix “B”, respectively);

(d)	to consider and pass an ordinary resolution to approve the Corporation’s long term incentive plan (the “LTIP”), as more particularly described in the attached Circular (the full text of the LTIP and the proposed ordinary resolution are attached to the Circular as Appendix “C” and Appendix “D”, respectively);

(e)	to consider and, if thought fit, pass, with or without variation, an ordinary resolution approving and ratifying the adoption of the new by-law number one of the Corporation (“By-law No. 1”), as more particularly described in the attached Circular (the full text of the new By-law No. 1 and the proposed ordinary resolution are attached to the Circular as Appendix “E” and Appendix “F”, respectively), which new By-law No. 1 will replace the previous By- law No. One of the Corporation (the “Previous By-laws”);

(f)	to consider and, if thought fit, pass, with or without variation, an ordinary resolution approving and ratifying the adoption of by-law number two of the Corporation (“By-law No. 2”) relating to advance notice of nominations of Directors, as more particularly described in the attached Circular (the full text of By-law No. 2 and the proposed ordinary resolution are attached to the Circular as Appendix “G” and Appendix “H”, respectively); and

(g)	to transact such further and other business as may properly come before the Meeting or the reconvening of any adjournment or postponement thereof.

Additional information on the above matters can be found in the management information circular dated November 26, 2018 (the “Circular”) under the heading “Business of the Meeting”.

The board of directors of the Corporation (the “Board”) has fixed the close of business on November 26, 2018 as the record date (the “Record Date”) for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof.

The Circular, this notice of Meeting (the “Notice”), the form of proxy and the voting instruction form (collectively, the “Meeting Materials”) are being mailed to Shareholders of record as at the Record Date and are available online under the Corporation’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”), at www.sedar.com. Shareholders are reminded to review the Meeting Materials before voting.

Whether or not you expect to attend the Meeting, you are encouraged to promptly complete and sign the enclosed form of proxy and return it for receipt by no later than 10:00 a.m. (EST) on December 24, 2018. If you receive more than one proxy form because you own Common Shares registered in different names or addresses, each proxy form should be completed and returned.

If you are a Non-Registered Shareholder (as defined in the Circular under the heading “Non-Registered Shareholders”), accompanying this Notice is a voting instruction form for your use. If you receive these materials through your broker or another intermediary, please complete and sign the materials in accordance with the instructions provided to you by such broker or other intermediary.

Dated this 26^thday of November, 2018.

	BY ORDER OF THE BOARD OF DIRECTORS OF THE FLOWR CORPORATION

	<Signed> “Steve Klein”
	By:
		Name: Steve Klein
		Title: Chairman and Chief Strategy Officer

MANAGEMENT INFORMATION CIRCULAR

This Circular is furnished to Shareholders in connection with the solicitation of proxies by and on behalf of the management of the Corporation for use at the Meeting and any adjournment or postponement thereof, for the purposes set forth in the attached Notice.

The Meeting Materials are being mailed on or about December 3, 2018 to Shareholders of record as at the Record Date. The Corporation will bear all costs associated with the preparation and mailing of the Meeting Materials, as well as the cost of the solicitation of proxies. The solicitation will be primarily by mail and telephone; however, officers and regular employees of the Corporation may also directly solicit proxies (but not for additional compensation), personally, by facsimile or by other means of electronic transmission. Banks, brokerage houses and other custodians and nominees or fiduciaries will be requested to forward proxy solicitation material to their principals and to obtain authorizations for the execution of proxies and will be reimbursed for their reasonable expenses in doing so.

All information contained in this Circular is given as of November 26, 2018 unless otherwise specifically stated. Certain capitalized terms used but not defined herein have the meanings given to them in the Notice of Special Meeting of Shareholders delivered with this Circular.

Currency

Except where otherwise indicated, all dollar amounts set forth in this Circular are in Canadian (“CAD”) dollars, the presentation currency used by the Corporation in reporting its consolidated financial results.

GENERAL PROXY MATTERS

Voting in Person at the Meeting

A registered holder of Common Shares (“Registered Shareholder”), their proxy or a beneficial owner who has appointed itself to represent it at the Meeting, will appear on a list of Shareholders prepared by Computershare Investor Services Inc. (“Computershare”), the registrar and transfer agent for purposes of the Meeting. To vote in person at the Meeting each Registered Shareholder or appointee will be required to register for the Meeting by identifying himself/herself/itself at the registration desk. Non-Registered Shareholders (as defined in this Circular under the heading “Non-Registered Shareholders”) must appoint themselves as a proxyholder to vote in person at the Meeting.

Solicitation of Proxies

The information contained in this Circular is furnished to Shareholders in connection with the solicitation of proxies to be used at the Meeting. The solicitation of proxies by this Circular is being made by or on behalf of the management of the Corporation and the total cost of the solicitation will be borne by the Corporation. The solicitation of proxies will be primarily by mail and telephone, but may also be in person, fax or oral communication without special compensation being paid to officers or employees of the Corporation. Banks, brokerage houses and other custodians and nominees or fiduciaries will be requested to forward proxy solicitation material to their principals or beneficial owners and to obtain authorizations for the execution of proxies. The Corporation will reimburse these banks, brokerage houses and other custodians and nominees or fiduciaries for the reasonable costs incurred in obtaining authorization to execute forms of proxy from their principals or beneficial owners.

Appointment of Proxies

The persons named in the enclosed form of proxy are Directors and/or officers of the Corporation. Each Shareholder has the right to appoint a person, other than the persons designated by management in the form of proxy, to represent the Shareholder at the Meeting. A Shareholder giving a proxy can strike out the names of the management designees printed in the accompanying proxy form and insert the name of another designated person in the space provided, or the Shareholder may complete another form of proxy. A proxy designee need not be a Shareholder of the Corporation.

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper form of proxy to Computershare either in person, or by mail or courier, to Computershare Investor Services Inc. 8th Floor, 100 University Ave, Toronto ON M5J 2Y1, by fax at 1-866-249-7775 (toll free) or (416) 263-9524 (local) or via the Internet at www.investorvote.com.

The form of proxy must be deposited with Computershare by no later than 10:00 a.m. (EST) on December 24, 2018, or if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the time of reconvening such adjourned or postponed Meeting before the commencement of the reconvening of such adjourned or postponed Meeting.

If a Shareholder who has completed a form of proxy attends the Meeting in person, any votes cast by such Shareholder on a poll will be counted and the completed form of proxy will be disregarded.

Non-Registered Shareholders

The information set forth in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Circular as “Non-Registered Shareholders”) should note that only proxies deposited by Registered Shareholders (that is, Shareholders whose names appear on the records maintained by the registrar and transfer agent or nominee for the Common Shares as registered holders of Common Shares) will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Non-Registered Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted at the direction of the Non-Registered Shareholder. Without specific instructions, brokers (or their agents and nominees) are prohibited from voting shares for the broker’s clients. Subject to the following discussion in relation to NOBOs (as defined below), the Corporation does not know for whose benefit the Common Shares registered in the name of CDS & Co., a broker or another agent or nominee, are held.

There are two categories of Non-Registered Shareholders for the purposes of applicable securities regulatory policy in relation to the mechanism of dissemination to Non-Registered Shareholders of proxy-related materials and other securityholder materials and the request for voting instructions from such Non-Registered Shareholders. Non-objecting beneficial owners (“NOBOs”) of Common Shares are Non-Registered Shareholders who have advised their intermediary (such as brokers or their agents or nominees) that they do not object to their intermediary disclosing share ownership information to the Corporation, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Corporation. Objecting beneficial owners (“OBOs”) of Common Shares are Non-Registered Shareholders who have advised their intermediary that they object to their intermediary disclosing such share ownership information to the Corporation.

National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) permits the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and use such NOBO list for the purpose of distributing the Meeting Materials directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Corporation is entitled to deliver Meeting Materials to Non-Registered Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to OBOs; or (b) indirectly to all Non-Registered Shareholders through intermediaries. In accordance with the requirements of NI 54-101, the Corporation is sending the Meeting Materials directly to NOBOs and indirectly through intermediaries to OBOs. The Corporation will pay the fees and expenses of intermediaries for their services in delivering Meeting Materials to OBOs in accordance with NI 54-101.

The Corporation has used a NOBO list to send the Meeting Materials directly to NOBOs whose names appear on that list. If the transfer agent, Computershare, has sent these materials directly to a NOBO, such NOBO’s name and address and information about its holdings of Common Shares have been obtained from the intermediary holding such shares on the NOBO’s behalf in accordance with applicable securities regulatory requirements. As a result, such NOBO of the Corporation can expect to receive a voting instruction form from the Corporation’s transfer agent. NOBOs should complete and return the voting instruction form to Computershare in the envelope provided. In addition, Internet voting is available. Instructions in respect of the procedure for Internet voting can be found in the voting instruction form. Computershare will tabulate the results of voting instruction forms received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by such voting instruction forms.

Applicable securities regulatory policy requires intermediaries, on receipt of Meeting Materials that seek voting instructions from Non-Registered Shareholders indirectly, to seek voting instructions from Non-Registered Shareholders in advance of shareholders’ meetings on Form 54-101F7 – Request for Voting Instructions Made by Intermediary (“Form 54-101F7”). Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Common Shares are voted at the Meeting or the reconvening of or any adjournment(s) or postponement(s) thereof. Often, the form of proxy supplied to a Non-Registered Shareholder by its broker is identical to the form of proxy provided to Registered Shareholders; however, its purpose is limited to instructing the Registered Shareholder how to vote on behalf of the Non-Registered Shareholder. Non-Registered Shareholders who wish to vote at the Meeting should be appointed as their own representatives at the Meeting in accordance with the directions of their intermediaries and Form 54-101F7. Non-Registered Shareholders can also write the name of someone else whom they wish to vote on their behalf at the Meeting. Unless prohibited by law, the person whose name is written in the space provided in Form 54-101F7 will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in Form 54-101F7 or this Circular. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically mails a voting instruction form in lieu of the form of proxy. Non-Registered Shareholders are requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Broadridge will then provide aggregate voting instructions to Computershare, which tabulates the results and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting or the reconvening of any adjournment(s) or postponement(s) thereof. By choosing to send the Meeting Materials to NOBOs directly, the Corporation (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

All references to Shareholders in this Circular and the accompanying instrument of proxy and Notice are to Registered Shareholders unless specifically stated otherwise.

Revocation

A Registered Shareholder who has given a proxy may revoke the proxy:

(a)	by completing and signing a form of proxy bearing a later date and depositing it with Computershare as described above;

(b)	by depositing an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing or by electronic signature at the registered office of the Corporation addressed to Steve Klein, Chairman and Chief Strategy Officer of the Corporation, at any time up to and including the close of business on the last business day preceding the day of the Meeting, or the reconvening of any adjournment or postponement of the Meeting, at which the proxy is to be used or by delivering such instrument to the Chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting or the reconvening of any adjournment or postponement of the Meeting (which instrument should be sent by facsimile to the Corporation at 1-855-265-5402 marked for the attention of Steve Klein, Chairman and Chief Strategy Officer); or

(c)	in any other manner permitted by law.

A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote, which has been provided to an intermediary, at any time by written notice to the intermediary.

Voting of Proxies

The Common Shares represented by any valid proxy in favour of the management designees named in the accompanying form of proxy will be voted for or withheld from voting in accordance with the specific instructions made by the Shareholder on any ballot that may be called for with respect to the approval of the increase in the size of the Board, the election of Directors, approving the SOP, approving the LTIP, approving the replacement of the Previous By-laws of the Corporation and adopting By-law No. 1 in replacement thereof, and approving the adoption of By-law No. 2 and if a Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of any such specific instructions, such Common Shares will be voted by the designated persons named by management in the accompanying form of proxy:

1.	FOR the increase in the size of the Board from six (6) to nine (9) Directors;

2.	FOR the election of the Directors named in this Circular;

3.	FOR the approval of the SOP;

4.	FOR the approval of the LTIP;

5.	FOR the adoption of By-law No. 1 to replace the Previous By-laws; and

6.	FOR the adoption of By-law No. 2.

The accompanying form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice and with respect to such other business or matters which may properly come before the Meeting or the reconvening of any adjournment(s) or postponement(s) thereof. As of the date of this Circular, the Corporation is not aware of any such amendments or variations or any other matters to be addressed at the Meeting.

Record Date

The Record Date for determining Shareholders entitled to receive notice of and vote at the Meeting is November 26, 2018. Shareholders of record as at the close of business on such date are entitled to participate in and vote at the Meeting, or the reconvening of any adjournment(s) or postponement(s) thereof, in the manner and subject to the procedures described in this Circular.

Voting Shares and Quorum

As of the Record Date, there were 86,474,204 Common Shares issued and outstanding. Shareholders of record on November 26, 2018 are entitled to receive notice of and vote at the Meeting. Each Common Share entitles the holder thereof to one vote at the Meeting.

Pursuant the new By-law No. 1 of the Corporation, which is being ratified and approved by Shareholders at the Meeting, a quorum for the transaction of business at any meeting of shareholders shall be at least two persons present in person or represented by proxy holding not less than 10% of the outstanding shares of the Corporation entitled to vote at the meeting.

Principal Shareholders

To the knowledge of the Directors and executive officers of the Corporation, the only persons or companies that beneficially own, or control or direct, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of issued and outstanding voting securities of the Corporation as at November 26, 2018 are:

	(i)	Thomas Flow Investments Inc., governed by the laws of Canada and owned by Thomas Flow (a Director and officer of the Corporation). On a fully diluted basis, Thomas Flow Investments Inc. owns 26,025,000 of the Common Shares, which is 18.2% of the total issued and outstanding interests in Flowr;⁽¹⁾and

	(ii)	Core Flow Canada Holdings Inc., governed by the laws of the State of New York and controlled by Steve Klein (a Director and Chief Strategy Officer of the Corporation). On a fully diluted basis, Core Flow Canada Holdings Inc. owns 49,419,014 of the Common Shares, which is 34.6% of the total issued and outstanding interests in Flowr.

Notes:

(1) Thomas Flow also has the right to purchase securities of the Corporation from Michael Thompson, William Street, Mark D’Angela, Craig Main, and Jason Broome, in the event that any of the foregoing individuals cease to be employed by the Corporation before the date that is three (3) years from the date of such individuals’ start of employment with the Corporation.

(2) The information above has been furnished by the entities/individuals listed above.

THE CORPORATION

The Flowr Corporation was incorporated pursuant to the provisions of the Business Corporations Act (Alberta) on June 1, 2016, under the name “The Needle Capital Corp”. The Corporation completed its initial public offering on September 15, 2017, and was listed on the TSX Venture Exchange (“TSX-V”) as a capital pool company until it completed its qualifying transaction on September 21, 2018 (the “Qualifying Transaction”). On September 20, 2018, and prior to the completion of the Qualifying Transaction, the Corporation changed its name to “The Flowr Corporation” and completed a consolidation of its share capital on a basis of one post-consolidation Common Share for every thirteen (13) common shares existing immediately before the consolidation. On September 25, 2018, the Corporation continued from the Business Corporations Act (Alberta) to the Business Corporations Act (Ontario). The Common Shares were listed for trading on the TSX-V under the symbol “FLWR” on September 26, 2018.

Prior to the completion of the Qualifying Transaction, the Corporation did not own any assets other than cash and had not conducted any active business operations. Since its incorporation and prior to the Qualifying Transaction, the principal activities of the Corporation consisted of the financing through its initial public offering. As a result of the Qualifying Transaction, the Corporation has become a vertically integrated cannabis company focused on growing high-quality cannabis. As at November 26, 2018 the Corporation employed 128 employees.

The registered and head office of the Corporation is located at 201-100 Allstate Pkwy, Markham, Ontario, L3R 6H3. The Corporation’s records office is located at Suite 6000, First Canadian Place, PO Box 367, 100 King St. W, Toronto, Ontario M5X 1E2.

BUSINESS OF THE MEETING

The Meeting will be constituted as a special meeting of Shareholders.

At the Meeting, Shareholders will be asked to consider and vote on: (a) approving the increase of the Board from six (6) to nine (9) for the Corporation; (b) the election of the Directors of the Corporation who will serve until the end of the next annual meeting of Shareholders, or until their successors are elected or appointed; (c) the approval of the SOP; (d) the approval of the LTIP; (e) the adoption of By-law No. 1 to replace the Previous By-laws; (f) the adoption of By-law No. 2; and (e) such further and other business as may properly come before the Meeting or the reconvening of any adjournment(s) or postponement(s) thereof.

Interests of Certain Persons or Companies in the Matters to be Acted Upon

As of the date of this Circular, there were 86,474,208 Common Shares issued and outstanding. As at the date of this Circular, the Directors and NEOs (as defined in this Circular under the heading “Compensation Discussion and Analysis”) of the Corporation, and their associates or affiliates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of 29,429,369 Common Shares representing approximately 35% of the issued and outstanding Common Shares on a non-diluted basis.

None of the principal holders of Common Shares or any Director, proposed nominee for election as a Director or executive officer of the Corporation, as the case may be, or any associate or affiliate of any of the foregoing persons, since the beginning of the Corporation’s last financial year, has any material interest in any proposed matter to be acted upon, other than the election of Directors, that materially affected or will materially affect the Corporation or any of its affiliates.

INCREASING THE NUMBER OF DIRCETORS

Shareholders will be asked at the Meeting to consider and, if thought fit, pass a special resolution, approving the increase of the Board from six (6) to nine (9) for the Corporation.

Pursuant to Section 125(3) of the Business Corporations Act (Ontario) (the “OBCA”), in order to pass, this special resolution requires a majority of not less than two/thirds of the votes cast (66-2/3%) at the meeting in person or by proxy be cast for the special resolution. The text of the special resolution that is to be submitted to the Shareholders to authorize the increase in the size of the Board is set in Appendix “I” to this Circular.

The persons named in the accompanying form of proxy will, in the absence of specifications or instructions to withhold from voting on the form of proxy, vote FOR the approval of the increase of the Board from six (6) to nine (9) for the Corporation.

ELECTION OF DIRECTORS

Under the articles of the Corporation, the Board is to consist of a minimum of three (3) and a maximum of fifteen (15) Directors. Subject to the approval of the increase in the number of Directors from six (6) to nine (9), the number of Directors to be elected at the Meeting is nine (9). If the special resolution approving the increase in the Board from six (6) to nine (9) is not passed, the number of Directors of the Corporation proposed to be elected at the Meeting shall remain as six (6) with the Directors to be appointed to be determined at that time and based on the results of the Meeting. Pursuant to the OBCA, each nominee may be elected by a plurality of the votes cast by Shareholders present in person or represented by proxy.

In the absence of any instructions to the contrary, management of the Corporation proposes to nominate and the Common Shares represented by proxies received by management will be voted FOR the approval of the election as Directors of each of the proposed nominees whose names are set forth under the heading “Director Nominees of The Flowr Corporation”.

Management does not contemplate that any of the proposed nominees will be unable to serve as a Director but, if that should occur for any reason prior to the Meeting, the Common Shares represented by properly executed proxies given in favour of such nominee(s) may be voted by the persons designated by management of the Corporation in the enclosed form of proxy, in their discretion, in favour of another nominee selected by the Board. Each Director elected will hold office until the next annual meeting of Shareholders, or until their respective successors are elected or appointed in accordance with applicable law and the Corporation’s by-laws.

STOCK OPTION PLAN

The TSX-V requires that listed issuers obtain shareholder approval every year for security based compensation arrangements that do not have a fixed maximum aggregate of securities issuable. As described in more detail below, the SOP is being put forth for approval by Shareholders at the Meeting.

The SOP was approved by the TSX-V in connection with the Qualifying Transaction. Effective as of November 26, 2018, the SOP was amended. Such amendment was of a “house-keeping” nature to address certain United States securities laws matters, to reflect the adoption of the LTIP and to make certain administrative changes to reflect the total number of securities that may be issued pursuant to the SOP. The SOP, as amended, is subject to the approval of Shareholders, as well as the final approval of the TSX-V. If Shareholder and regulatory approvals are obtained, implementation of the SOP, as amended, will be in the sole discretion of the Board.

Summary of Stock Option Plan

The following is a summary of the principal provisions of the SOP and is qualified in its entirety by the full text of the SOP which is attached as Appendix “A” hereto.

Stock options (“Options”) to purchase Common Shares may be granted to full-time and part-time employees of the Corporation or its subsidiaries, and directors, officers, consultants or advisors of the Corporation or its subsidiaries; provided, however, that a consultant or advisor shall not be an eligible participant of the SOP unless such consultant or advisor is an individual that provides bona fide services to the Corporation and such services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for Corporation’s securities.

Pursuant to the SOP, the exercise price of any Option cannot be less than the market price of the Common Shares at the time the Option is granted. Market price is deemed to be the closing price of the Common Shares on the TSX-V on the last trading day immediately preceding the day upon which the Option is granted, subject to any discounts that may be granted in accordance with the policies of the TSX-V. Options shall vest on the dates specified in the option agreement between the Corporation and the participant optionee. The exercise period of the Options cannot exceed ten (10) years. In the event that a participant ceases to be eligible under the SOP due to death or incapacity, Options that are exercisable will terminate 180 days after the date at which a participant ceases to be eligible, or in the case of retirement, 120 after the date at which a participant ceases to be eligible. Subject to the provisions of any employment contracts as it relates to exercise and vesting conditions, where a participant is terminated without good cause, the Options that are exercisable at the termination date will be exercisable until the earlier of (i) 30 days after that date, (ii) the date determined by the Board and (iii) the date at which the Option expires pursuant to the SOP. Where a participant is terminated by reason of good cause or resignation, any Options held by the participant will expire immediately and are cancelled at such time as may be determined by the Board.

The Board may grant Options, in accordance with the SOP, at any time they deem to be appropriate. The maximum number of Common Shares reserved for issuance under the SOP shall not exceed, in the aggregate, 10% of the issued and outstanding (a) Common Shares and (b) class A preferred shares in the capital of The Flowr Canada Holdings ULC (“Flowr ULC”), a subsidiary of the Corporation (which are exchangeable for Common Shares at any time at the option of the holder), from time to time, provided that the Board shall have the right, from time to time, to increase such percentage subject to the approval of Shareholders and such regulatory authorities, stock exchanges or over-the-counter markets having jurisdiction over the affairs of the Corporation. For purposes of clarity, the maximum number of Shares reserved and set aside for issue under the SOP and under LTIP shall not exceed 20% of the Common Shares and Flowr ULC class A preferred shares.

The maximum number of Common Shares reserved for issuance in any 12 month period to any individual employee, officer, director, consultant or advisor shall not exceed 5% of the issued and outstanding Common Shares and Flowr ULC class A preferred shares, and to any consultant or person providing investor relation activities shall not exceed 2% of the issued and outstanding Common Shares and Flowr ULC class A preferred shares. The aggregate number of Common Shares that can be granted to insiders of the Corporation as a group shall not exceed 10% of the issued and outstanding Common Shares and Flowr ULC class A preferred shares.

Common Shares that were the subject of Options that have expired, been surrendered, lapsed, cancelled or terminated shall thereupon no longer be in reserve and may once again be subject to an Option granted under the SOP, effectively resulting in a replenishing of the number of Options available for grant under the SOP.

A resolution will be placed before the Shareholders to approve the SOP. This approval will be effective for one year from the date of the Meeting. If approval is not obtained at the Meeting, Options which have not been allocated as of December 28, 2018 and Options which are outstanding as of December 28, 2018 and are subsequently cancelled, terminated or exercised will not be available for a new grant of Options. Previously allocated Options will continue to be unaffected by the approval or disapproval of the resolution.

The SOP benefits Shareholders by enabling the Corporation to attract and retain personnel of the highest calibre by rewarding them for their contribution to the generation of Shareholder value, and aligning the interests of the Corporation’s Directors and officers with those of Shareholders. Accordingly, the Board recommends that Shareholders vote FOR the approval of the SOP.

Approval Required

The full text of the SOP, as well as the proposed ordinary resolution approving the SOP, are attached to this Circular as Appendix “A” and Appendix “B”, respectively.

As at November 26, 2018, the Directors and NEOs (as defined in this Circular under the heading “Compensation Discussion and Analysis”) of the Corporation, as a group, beneficially own, directly or indirectly, or exercise control or direction over an aggregate of 29,429,369 Common Shares (45,260,873 Common Shares if all Options held by them are exercised and all Flowr ULC class A preferred shares held by them are converted into Common Shares), representing approximately 52% of the current outstanding Common Shares on a non-diluted basis (approximately 44% of the current outstanding Common Shares on a non-diluted basis if all Options held by them are exercised and all Flowr ULC class A preferred shares held by them are converted into Common Shares and no other Options or other convertible securities of the Corporation are exercised or converted, as applicable) and approximately 21% of the Common Shares on a fully diluted basis, excluding the exercise of all Options and Flowr ULC class A preferred shares held by the Directors and NEOs (approximately 32% of the current outstanding Common Shares on a fully diluted basis if all Options held by them are exercised and all Flowr ULC class A preferred shares held by them have been converted and all other outstanding Options and other convertible securities of the Corporation are exercised or converted, as applicable).

As at the date of this Circular, there were 10,863,280 outstanding Options to purchase 10,863,280 Common Shares under the SOP with a weighted average exercise price of $2.09 and a weighted average contractual life of approximately 4.7 years.

Under the SOP, as of November 26, 2018, 5,962,500 Options have been granted and have been exercised; 1,618,750 Options have been granted and have expired; 10,863,280 Options are outstanding; and 2,194,141 Options remain available for future granting.

	Options granted since inception of the SOP and either exercised or outstanding		18,543,991
	Options granted subject to Shareholder approval		-
	Total		18,543,991

	Options exercised since inception of the SOP		5,962,500
	Options outstanding		10,863,280
	Options cancelled		1,669,750
	Options available for future granting		2,194,141
	Total		20,738,132

LONG TERM INCENTIVE PLAN

As part of an ongoing review of the Corporation’s compensation strategies, effective as of November 26, 2018 the Board approved the LTIP, a copy of which is attached hereto as Appendix “C” to this Circular. The LTIP is subject to the approval of Shareholders, as well as the final approval of the TSX-V. If Shareholder and regulatory approvals are obtained, implementation of the LTIP will be in the sole discretion of the Board. Shareholders will be asked at the Meeting to consider and, if thought advisable, approve the LTIP by an ordinary resolution.

Under the terms of the LTIP the Board or, if authorized by the Board, a committee of the Board may grant units (“Units”), which may be either restricted share units (“RSUs”) or deferred share units (“DSUs”) to officers, Directors, employees or consultants of the Corporation; provided, however, that a consultant or advisor shall not be an eligible participant of the LTIP unless such consultant or advisor is an individual that provides bona fide services to the Corporation and such services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Corporation’s securities. The purpose of the LTIP is to advance the interests of the Corporation: (a) through the motivation, attraction and retention of key employees and Directors of the Corporation; (b) by aligning the interests of eligible participants with the interests of Shareholders generally; and (c) by furnishing eligible participants with an additional incentive in their efforts on behalf of the Corporation.

There are no RSUs or DSUs issued and outstanding as at the date of this Circular.

The approval of the LTIP by Shareholders will be effective from the date of the Meeting if approved. If approval is not obtained the LTIP will not be implemented by the Corporation.

The LTIP benefits Shareholders by enabling the Corporation to attract and retain personnel of the highest calibre by rewarding them for their contribution to the generation of Shareholder value, and aligning the interests of the Corporation’s Directors and officers with those of the Shareholders. Accordingly, the Board recommends that Shareholders vote FOR the approval of the LTIP.

Summary of the Long Term Incentive Plan

The following is a summary of the principal provisions of the LTIP and is qualified in its entirety by the full text of the LTIP which is attached as Appendix “C” hereto.

Pursuant to the terms of the LTIP each Unit represents the right to receive one Common Share. Participation in the LTIP is voluntary and, if an eligible participant agrees to participate, the grant of Units is evidenced by an agreement between the Corporation and the participant. The interest of any participant in any Unit may not be transferred or assigned except by testamentary disposition or in accordance with the laws governing the devolution of property upon death.

The maximum number of Common Shares which may be reserved and set aside for issue under the LTIP in respect of awards of DSUs to DSU participants and for payments in respect of awards of RSUs to RSU participants, shall not exceed 10% of the (a) Common Shares and (b) class A preferred shares in the capital of Flowr ULC (which are exchangeable for Common Shares at any time at the option of the holder) (being 13,057,421 Common Shares), provided that the Board shall have the right, from time to time, to increase such number of Common Shares subject to the approval of Shareholders and such regulatory authorities, stock exchanges or over-the-counter markets having jurisdiction over the affairs of the Corporation. For purposes of clarity, the maximum number of Common Shares reserved and set aside for issue under the LTIP and under the SOP shall not exceed 20% of the Common Shares and Flowr ULC class A preferred shares. Common Shares that were the subject of awards that have expired, been surrendered, lapsed, cancelled or terminated shall thereupon no longer be in reserve and may once again be subject to an award granted under the LTIP, effectively resulting in a replenishing of the number of RSUs and DSUs available for grant under the LTIP.

The LTIP, together with all other previously established or proposed security based compensation arrangements of the Corporation, including the SOP, may not result in:

(a)	the number of Common Shares reserved for issuance to insiders at any time exceeding 10% of the issued and outstanding Common Shares and Flowr ULC class A preferred shares;

(b)	the issuance to insiders of the Corporation of a number of Common Shares exceeding, within a one year period, 10% of the issued and outstanding Common Shares and Flowr ULC class A preferred shares; or

(c)	the issuance to any one insider of the Corporation, within a one year period, of a number of Common Shares exceeding 5% of the issued and outstanding Common Shares and Flowr ULC class A preferred shares.

Restricted Share Units

An officer, Director, employee or consultant of the Corporation who has been designated by the Corporation for participation in the LTIP and who agrees to participate in the LTIP is an eligible participant to receive RSUs under the LTIP (an “RSU Participant”).

Unless otherwise approved by the Board, an RSU will vest as to 33 1/3% on each of the first, second and third anniversary dates of the grant date, provided that all RSUs granted under a particular award shall vest on or before December 31^st of the calendar year which is 3 years following the calendar year in which the service was performed in respect of which the particular award was made (the “Final Vesting Date”), provided further that all payments under a particular award of a U.S. taxpayer shall be made on or before December 31^st of the year in which the scheduled RSU vesting date (determined without regard to Section 3.2.2 of the LTIP) occurs or, if later, by the date that is two and one-half (2 ½) months after such scheduled RSU vesting date. In the event that a vesting date occurs within a blackout period or within 5 business days thereafter, the vesting date shall be 10 business days after the blackout period ends (the “Extension Period”). If an additional blackout period is subsequently imposed during the Extension Period, then the Extension Period will commence following the end of such additional blackout period. Despite the foregoing, a vesting date will not be extended beyond the Final Vesting Date.

On each vesting date, the Corporation decides, in its sole discretion, whether to make all payments in respect of vested RSUs to the RSU Participant in cash, Common Shares issued from treasury or a combination thereof based on the fair market value of the Common Shares as at such date. For the purposes of the LTIP, the fair market value of a Common Share is the weighted average trading price of the Common Shares on the TSX-V for the 5 trading days immediately preceding the vesting date for a RSU or DSU Termination Date (as defined below) in respect of DSUs, as applicable.

If an RSU Participant ceases to be an eligible participant under the LTIP due to termination with cause or voluntary termination by the RSU Participant, all unvested RSUs previously credited to the participant’s account are terminated and forfeited as of the termination date. If an RSU Participant ceases to be an eligible participant under the LTIP due to termination without cause, death, total or permanent long-term disability or retirement, any unvested RSUs previously credited to the participant’s account will continue to vest in accordance with their terms or, at the discretion of the Board, be terminated and forfeited as of the termination date, subject to the provisions of any RSU Participant’s employment contract. In the event the Corporation pays a dividend on the Common Shares subsequent to the granting of an RSU award, the number of RSUs relating to such award shall be increased to reflect the amount of the dividend.

Deferred Share Units

A Director of the Corporation who has been designated by the Corporation for participation in the LTIP and who agrees to participate in the LTIP is an eligible participant to receive DSUs under the LTIP (a “DSU Participant”).

All DSUs awarded to a DSU Participant vest on the date on which the DSU Participant ceases to be a Director of the Corporation (the “DSU Termination Date”). Notwithstanding the foregoing, any payments under a particular award of a U.S. taxpayer shall be made as soon as practicable following a DSU Termination Date in accordance with the LTIP, but in no case later than December 31^st of the year in which such DSU Termination Date occurs or, if later, by the date that is two and one-half (2 ½) months after such DSU Termination Date.

On the DSU Termination Date, payment in respect of a DSU Participant’s DSUs becomes payable and the Corporation decides, in its sole discretion, whether to make the payment in cash, Common Shares issued from treasury or a combination thereof based on the fair market value of the Common Shares as at the DSU Termination Date.

In the event the Corporation pays a dividend on the Common Shares subsequent to the granting of a DSU award, the number of DSUs relating to such award shall be increased to reflect the amount of the dividend.

Amendments

The Corporation retains the right without the approval of Shareholders:

(a)	to amend the LTIP or any RSUs or DSUs to:

	(i)	make amendments of a grammatical, typographical, clerical and administrative nature and any amendments required by a regulatory authority or to comply or conform with applicable laws;

	(ii)	change vesting provisions of the LTIP or any RSUs or DSUs;

	(iii)	make any other amendments of a non-material nature;

	(iv)	make amendments to the definition of “DSU Participant” and/or “RSU Participant” or the eligibility requirements of participating in the LTIP, where such amendment would not have the potential of broadening or increasing insider participation;

	(v)	make amendments to the manner in which eligible participants may elect to participate in the LTIP;

	(vi)	make any amendments to the provisions concerning the effect of the termination of a participant’s employment or services on such participant’s status under the LTIP; or

	(vii)	make any amendment which is intended to facilitate the administration of the LTIP; or

(b)	to suspend, terminate or discontinue the terms and conditions of the LTIP and the RSUs and DSUs granted under the LTIP by resolution of the Board, provided that:

	(i)	no such amendment to the LTIP shall cause the LTIP in respect of RSUs to cease to be a plan described in paragraph (k) of the definition of “salary deferral arrangement” in subsection 248(1) of the Income Tax Act (Canada) (the “ITA”) or any successor to such provision;

	(ii)	no such amendment to the LTIP shall cause the LTIP in respect of DSUs to cease to be a plan described in regulation 6801(d) of the ITA or any successor to such provision; and

	(iii)	any amendment shall be subject to the prior consent of any applicable regulatory bodies, including the TSX-V, as may be required.

Any amendment to the LTIP which changes the vesting provisions of the LTIP or any RSUs or DSUs, or any suspension, termination or discontinuance of the terms and conditions of the LTIP and the RSUs and DSUs granted under the LTIP, shall take effect only with respect to awards granted after the effective date of such amendment, provided that it may apply to any outstanding award with the mutual consent of the Corporation and the participants to whom such awards have been granted.

Any amendment to the LTIP other than as described above shall require the approval of Shareholders given by the affirmative vote of a simple majority of the Common Shares (or, where required, “disinterested” Shareholder approval) represented at a meeting of Shareholders at which a motion to approve the LTIP or an amendment to the LTIP is presented. Specific amendments requiring Shareholder approval include:

(a)	to increase the number of Common Shares reserved under the LTIP;

(b)	to change the definition of RSU Participants or DSU Participants or the eligibility requirements of participating in the LTIP, where such amendment would have the potential of broadening or increasing insider participation;

(c)	the extension of any right of a participant under the LTIP beyond the date on which such right would originally have expired;

(d)	to permit RSUs or DSUs to be transferred other than by testamentary disposition or in accordance with the laws governing the devolution of property in the event of death;

(e)	to permit awards other than RSUs and DSUs under the LTIP; and

(f)	to amend the amendment provisions of the LTIP so as to increase the ability of the Board to amend the LTIP without Shareholder approval.

In accordance with the policies of the TSX-V, to the extent that the Corporation grants RSUs, DSUs or Options to eligible participants under the LTIP and SOP, as applicable, which are agreed to be settled in cash on the grant date, such RSUs, DSUs and Options will not reduce the pool of securities available for grant under the SOP and LTIP, respectively.

Approval Required

The full text of the LTIP, as well as the proposed ordinary resolution approving the LTIP, are attached to this Circular as Appendix “C” and Appendix “D”, respectively.

ADOPTION OF BY-LAW NO. 1

At the Meeting, the Shareholders will be asked to consider, and if deemed advisable, confirm, ratify and approve by ordinary resolution the new By-law No. 1, a copy of which is attached hereto as Appendix “E”. By-law No. 1 is being presented for confirmation, in line with the adoption of By-law No. 1 by the Corporation as part of the completion of the Qualifying Transaction. The material changes between By-law No. 1 and the Previous By-laws are as follows:

The Previous By-laws were first enacted by the Corporation on November 3, 2016 and no amendments have been made to the Previous By-laws since the initial enactment. Given the Qualifying Transaction and the continuance of the Corporation from Alberta to Ontario, the Previous By-laws do not reflect applicable law in Ontario, best practices in corporate governance or the evolution of the Corporation. As such, the new By-law No. 1 is intended to improve alignment of the Corporation’s bylaws with the OBCA and prevailing market standards for corporate governance.

The new By-law No. 1 was approved by the Board on September 26, 2018. It is in effect until it is confirmed, confirmed as amended or rejected by Shareholders at the Meeting, and if confirmed or amended, the new By-law No. 1 will continue in effect in the form in which it is so confirmed. If Shareholders reject the confirmation of the new By-law No. 1, it will cease to have effect as of the date of the Meeting (and not retroactively) and the Previous By-laws will remain as the operative bylaws of the Corporation.

Description of Key Differences Between the Previous By-laws and By-law No. 1

The following is a summary of the key differences between the Previous By-laws and the new By-law No. 1:

•	As a result of the Corporation’s continuance from Alberta to Ontario, the new By-law No. 1 removes references to the Province of Alberta and the Business Corporations Act (Alberta) and replaces them with references to the Province of Ontario and the OBCA.

•	The new By-law No. 1 is streamlined and modernized as compared to the Previous By-laws because it does not repeat statutory requirements set out in the OBCA and the wording of some provisions has been simplified, in particular, the new By-law No. 1 does not repeat statutory requirements: (a) relating to shareholders’ matters such as place and time of shareholders’ meetings, minimum period within which a meeting of shareholders must be held, requirements relating to notice of meeting, persons entitled to be present at the Meeting and meeting by electronic means; and (b) relating to directors’ matters such as meetings of directors, decision-making by directors, resolutions in lieu of meetings, borrowing powers of directors, director compensation, remuneration and repayment of expenses. The new By-law No. 1 relies on the applicable provisions in the OBCA rather than repeating such requirements.

•	The new By-law No. 1 aligns quorum requirements to prevailing standards and best practices for corporate governance by increasing quorum requirements for meeting of Shareholders from 5% to 10%.

•	The new By-law No. 1 provides any director or officer authority to sign deeds, transfers, assignments, contracts, obligations, certificates and other instruments on behalf of the Corporation and also allows the directors to, from time to time, designate any officer or officers or any person or persons to sign instruments in general or sign specific instruments.

•	The Previous By-laws provide the directors with the authority to appoint individuals to those offices as they consider advisable and to remove officers, with or without cause. The new By-law No. 1 provides directors with the same powers but goes further in specifying and defining the role of each officer including the Chair, President, Vice- President, Secretary and Treasurer.

The foregoing summary of the material changes to the by-laws of the Corporation is intended to be brief and is qualified in its entirety by the full text of the new By-law No. 1, which is attached as Appendix “E” to this Circular.

Approval Required

The full text of new By-law No. 1, as well as the proposed ordinary resolution approving the adoption of new By-law No. 1, are attached to this Circular as Appendix “E” and Appendix “F”, respectively.

ADOPTION OF BY-LAW NO. 2

Effective as of November 26, 2018, the Board adopted By-law No. 2 relating to advance notice of nominations of Directors. The full text of By-law No. 2 is attached to this Circular as Appendix “G”.

Among other things, By-law No. 2 fixes deadlines by which Shareholders must submit a notice of Directors’ nominations to the Corporation (“Advance Notice”) prior to any annual or special meeting of Shareholders where Directors are to be elected, and sets forth the information that a Shareholder must include in the Advance Notice. It also provides a clear process for Shareholders to follow for Director nominations and sets out a reasonable time frame for the submissions of nominees and the accompanying information. By-law No. 2 will help ensure all Shareholders receive adequate notice of the nominations to be considered at a meeting of Shareholders so they may thereby exercise their voting rights in an informed manner. Only persons nominated in accordance with the procedures set out in By-law No. 2 will be eligible for election as a Director.

In the case of an annual meeting of Shareholders, Advance Notice must be given not less than 30 days prior to the date of the annual meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting is made, notice may be given not later than the close of business on the 10^th day following such public announcement.

In the case of a special meeting of Shareholders called for the purpose of electing Directors, Advance Notice must be given not later than the close of business on the 15^th day following the day on which the first public announcement of the date of the special meeting is made.

By-law No. 2 is effective since its adoption by the Board effective as of November 26, 2018. Pursuant to the provisions of the OBCA, By-law No. 2 will cease to be effective unless confirmed by an ordinary resolution adopted by a majority of the votes cast by Shareholders at the Meeting.

Approval Required

The full text of By-law No. 2, as well as the proposed ordinary resolution approving the adoption of By-law No. 2, are attached to this Circular as Appendix “G” and Appendix “H”, respectively.

DIRECTOR NOMINEES OF THE FLOWR CORPORATION

Under the articles of the Corporation, the Board is to consist of a minimum of three (3) and a maximum of fifteen (15) Directors. The number of Directors to be elected at the Meeting is nine (9). Pursuant to the OBCA, each nominee may be elected by a plurality of the votes cast by Shareholders present or represented by proxy.

The Board has approved the nomination of the following nine (9) individuals for election as Directors. Voting for the election of the nine (9) nominee Directors will be conducted on an individual basis. Six (6) of the nine (9) nominees for election at the Meeting are currently Directors. All nominees have agreed to stand for election.

The following disclosure sets out, as at the date of this Circular, (a) the names of nominees for election as Directors, and their residency, (b) all major offices and positions with the Corporation each now holds, (c) each nominee’s principal occupation, business or employment, (d) the period of time during which each has been a Director, (e) the current equity ownership consisting of Common Shares beneficially owned, directly or indirectly, or controlled or directed, and options or other exchangeable securities credited to each nominee, and (f) other current public board memberships and committees.

Common Shares beneficially owned, controlled or directed, directly or indirectly, as at November 26, 2018 is based upon information furnished to the Corporation by each individual Director or nominee.

Management does not contemplate that any of the nominees will be unable to serve as a Director. If, as a result of circumstances not now contemplated, any nominee is unable to serve as a Director, the proxy will be voted for the election of such other person or persons as the Board may select. Each Director elected will hold office until the next annual meeting of Shareholders, or until their respective successors are elected or appointed in accordance with applicable law and the Corporation’s by-laws. If the special resolution approving the increase in the Board from six (6) to nine (9) is not passed, the number of directors of the Corporation proposed to be elected at the Meeting shall remain as six (6), with the Directors to be appointed to be determined at that time and based on the results of the Meeting.

Steve Klein – Executive Director, Chairman and Chief Strategy Officer⁽²⁾
New York, New York, United States ⁽³⁾			Director since September 2018 ⁽⁴⁾	Age 55
		Mr. Klein received his J.D., Magna Cum Laude, from Boston University Law School and a Master’s Degree in tax law from New York University Law School. He received his Bachelor of Science in business from the State University of New York in Albany. Mr. Klein is currently, and has been over the past five years, the Chief Executive Officer of Apple Core Holdings, which owns and operates hotels and event spaces, and provides seed capital to hedge funds, venture capital funds, and private equity funds. Previously, Mr. Klein was an attorney at Skadden Arps, and Slate, Meagher & Flom LLP.
Securities held as of November 26, 2018⁽⁵⁾
Common Shares and class A preferred shares of a subsidiary that are convertible into Common Shares (#)	3,341,344⁷
Options (#)	1,200,000
Value of In-the- Money Securities	$12,365,983
Public Board Memberships (last five years)			CNC Development Ltd. (December 2009 to September 2013) OTC markets; and Ireland Minerals Inc. (April 2013 to October 2016) OTC markets.

Thomas Flow – Executive Director and Co-Chief Executive Officer
Kelowna, British Columbia, Canada ⁽³⁾			Director since September 2018 ⁽⁴⁾	Age 41
;		Mr. Flow is globally recognized for his cannabis thought leadership and expertise in building and operating cannabis cultivation facilities. Over the past five years and in addition to his role at Flowr, Mr. Flow was a co- founder and Chief Operating Officer at MedReleaf from January 2013-April 2015. Mr. Flow sits on the board and advisory committees of several cannabis-related companies.
Securities held as of November 26, 2018 ⁽⁵⁾
Common Shares (#)	26,025,000
Options (#)	-
Value of In-the- Money Securities	$88,745,250
Public Board Memberships (last five years)			None.

Vinay Tolia – Executive Director and Co-Chief Executive Officer
Toronto, Ontario, Canada ⁽³⁾			Director since October 2018 ⁽⁴⁾	Age 39
		Mr. Tolia attended the University of Michigan where he obtained a BA in economics and BSE in Industrial and Operations Engineering. Prior to his role with the Corporation, and over the past five years, Mr. Tolia was 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.






Securities held as of November 26, 2018 ⁽⁵⁾
Common Shares and class A preferred shares of a subsidiary that are convertible into Common Shares (#)	3,405,355
Options (#)	3,635,530
Value of In-the- Money Securities	$11,612,261
Public Board Memberships (last five years)			None.

Dr. Lyle Oberg – Executive Director and Chief Policy and Medical Officer
Kelowna, British Columbia, Canada ⁽³⁾			Director since September 2018 ⁽⁴⁾	Age 58
		Dr. Oberg received his MD degree from the University of Alberta in 1983. Dr. Oberg was a member of the Alberta Legislature from 1993 to 2008, and was the former Alberta Minister of Finance. Dr. Oberg was also formerly a medical doctor practising in Alberta. For the previous five years, Dr. Oberg was an independent consultant.








Securities held as of November 26, 2018 ⁽⁵⁾
Common Shares (#)	1,531,250
Options (#)	618,750
Value of In-the- Money Securities	$7,300,562
Public Board Memberships (last five years)			Olympia Trust Company (June 2009 to June 2016) TSX and TSX-V.

David Miller – Director⁽²⁾
Bernardsville, New Jersey, United States ⁽³⁾			Director since September 2018 ⁽⁴⁾	Age 55
		Mr. Miller studied accounting at The Wharton School of Business and received his law degree from Duke University. Over the past five years, Mr. Miller has been the Chief Financial Officer and General Counsel of Apple Core Holdings, which owns and operates hotels and event spaces, and provides seed capital to hedge funds, venture capital funds, and private equity funds.






Securities held as of November 26, 2018 ⁽⁵⁾
Common Shares and class A preferred shares of a subsidiary that are convertible into Common Shares (#)	2,196,981
Options (#)	1,050,000
Value of In-the- Money Securities	$8,342,205
Public Board Memberships (last five years)			CNC Development Ltd. (December 2009 to September 2013) OTC markets.

Rishi Shah – Independent Director⁽¹⁾and Audit Committee Chair⁽²⁾
Chicago, Illinois, United States ⁽³⁾			Director since September 2018 ⁽⁴⁾	Age 32
;		Mr. Shah is Chairman and Managing Director of JumpStart Ventures. Previous to Jumpstart Ventures, in 2006 Mr. Shah founded Outcome Health and acted as Chairman and Chief Executive Officer of the company which worked to improve health outcomes by serving actionable health information to chronic disease patients at the point of care. In addition to his work at Jumpstart Ventures, Mr. Shah serves on the Board of Directors of many civic organizations including Young Presidents Organization (YPO), 1871, and MATTER, a community of healthcare innovators and incubator for ideas. Mr. Shah also serves as a mentor for numerous technology start-up accelerator/incubator programs including TechStars Chicago, HealthBox and Blueprint Health in New York City. Mr. Shah has had direct oversight over compensation related matters in many of these organizations where he has made compensation recommendations to the board or served on a compensation committee.











Securities held as of November 26, 2018 ⁽⁵⁾
Common Shares (#)	576,923
Options (#)	-
Value of In-the- Money Securities	$1,967,307
Public Board Memberships (last five years)			None.

Karen Basian – Proposed Independent Director⁽¹⁾
Toronto, Ontario, Canada ⁽³⁾			Nominee ⁽⁴⁾	Age 56
		Ms. Basian has over 25 years’ in the consumer products, financial services and technology sectors. Karen is President of KB Capital Management Inc. (Strategy and Advisory Services). Karen also serves on the Board of Directors of goeasy (TSE:GSY) where she chairs the HR and Compensation Committee; BookJane (on-demand healthcare staffing software) where she Chairs the Audit Committee; Kognitiv (collaborative commerce) and was Managing Director of Newtopia, an innovative personalised health company. Previously, Karen was Chief Global Strategy and Business Development Officer for McCain Foods Ltd. An innovative thinker with deep financial acumen, Karen was recognized, in 2000 as one of Canada’s ‘Top 40 Under 40’ for her work as the CFO & SVP, Corporate Services for 724 Solutions (NASDAQ/TSX). Prior roles include SVP Strategy for Frito-Lay North America; Manager with Bain and Company; and International Tax Specialist with Deloitte’s. Karen’s community and philanthropic efforts include her advisory work with Baycrest, UHN, Robarts Research Institute and FINCA Canada; and the founding of the Jewish WomensVenture Philanthropy Fund. Karen is a CPA,CA; an MBA from IMEDE, Lausanne, Switzerland and Honors Business Administration from the University of Western Ontario.












Securities held as of November 26, 2018 ⁽⁵⁾
Common Shares (#)	-
Options (#)	-
Value of In-the- Money Securities	$-
Public Board Memberships (last five years)			goeasy Ltd. ( November 2015 to present) TSX.

Dr. J. André de Barros Teixeira – Proposed Independent Director⁽¹⁾
Alcabideche, Portugal ⁽³⁾			Nominee ⁽⁴⁾	Age 66
		Dr. Teixeira is an Associate Partner and member of the Advisory Board of Globalpraxis, a consulting firm in Barcelona, Spain; Executive Professor at the Antwerp Management School, University of Antwerp, Belgium; Partner at Keiryo Packaging, a technology start-up in Luxembourg; Advisor and partner at Wine With Spirit, an award winning wine start-up in Lisbon, Portugal; Visiting Professor at CEIBS-Zurich Institute of Business, Switzerland; Member of the project funding evaluation panel of FIAL, Food Innovation Australia, Sydney, Australia, and Visiting Professor and consultant at the University of Fortaleza, Brazil. He is also a consultant in the areas of innovation, business development, multiculturalism in business, global development, motivation, story-telling, ideation, and mentor of CEOs and executives.







		He was until recently General Manager, Innovation, at BBD, a beverage company in Australia. He was Entrepreneur in Residence in the area of foods, bio-products and nutrition at CSIRO, Commonwealth Scientific and Industrial Research Organisation in Australia and, prior to that, Chief R&D and Quality Officer of Goodman Fielder Ltd., the largest food group in Australia/NewZealand, based in Sydney. He was President and Founding Partner of eemPOK, a boutique consulting firm specialized in Experiential Innovation, based in Belgium. Formerly, in his career, he wasVicePresident,International, Research and Development of the Campbell Soup Co, based in Belgium and the USA, Global Vice-President of Technology Development and Innovation at Interbrew in Belgium, President and General Manager of Coca-Cola Russia, Ukraine and Belarus, based in Moscow, Region Manager, Coca-Cola Ukraine/Belarus in Kiev, Vice-President and General Manager of The Coca-Cola Global Development Centre, Europe, Africa and Middle East in Brussels, Belgium, Director of Operations of Coca-Cola Services (Europe), Vice-President of Research & Development of Coca-Cola Far East, based in Hong Kong, Assistant Director, Corporate R&D at The Coca-Cola Company, Atlanta, USA, Vice- President, Research & Development, Coca-Cola South Latin America, etc. in a career spanning more than 39 years, of which 23 with The Coca-Cola Company in West and Eastern Europe, North and South America, Africa and Asia.





Securities held as of November 26, 2018 ⁽⁵⁾
Common Shares (#)	-
Options (#)	-
Value of In-the- Money Securities	$-






		Dr. Teixeira leader was for twelve years a the member board of directors of ProLogis, Denver, USA, the NYSE listed global leader in industrial real estate, and a member of the board of of directors of EskoArtwork,a printing technology company based in Belgium, then owned by Axcel, Copenhagen, Denmark. Dr. Teixeira was for seven years Chairman of the Board of the International School of Brussels, the largest English language educational institution in Belgium, where he is now an honorary trustee. Dr. Teixeira holds graduate and post-graduate degrees (BSc, MSc, MBA, PhD) in Philosophy, Industrial Chemistry, Food Science and Business Administration from the universities of Cambridge, Reading and Oxford in the UK.








Public Board Memberships (last five years)			None.

Maurice Levesque – Proposed Independent Director⁽¹⁾
Edmonton, Alberta, Canada⁽³⁾			Nominee⁽⁴⁾	Age 59
		Mr. Maurice Levesque is a founder, Chairman, and Chief Executive Officer of Qwest Investment Management Corp. (“QIM”). Mr. Levesque is the Chairman, CEO and Chief Compliance Officer of Qwest Investment Fund Management Ltd., and Chairman, President and director of Heritage Bancorp Ltd. (both companies a subsidiary of QIM).








		Mr. Levesque has 30 years of experience in the Canadian financial industry and is recognized for his broad knowledge, skills and experience in the venture capital industry, financial services industry and for his leadership skills in new business formation and development. Mr. Levesque is a founder and/or a director of several private and publicly traded companies which operate in a variety of industries.




Securities held as of November 26, 2018 ⁽⁵⁾		Mr. Levesque graduated from The Northern Alberta Institute of Technology with a diploma in Administration Management.
Common Shares (#)	-
Options (#)	-
Value of In-the-
Money Securities	$-
Public Board Memberships (last five years)			Imperial Ginseng Products Ltd. (May 1996 to present) TSX-V; Knightswood Financial Corp. (April 1997 to May 2017) TSX-V; Bluewater Acquisition Corp. (March 2018 to present) TSX-V; ANB Canada Inc. (August 2016 to present), reporting issuer but not listed on an exchange; Qwest Canadian Resource Class (February 2006 to present), reporting issuer but not listed on an exchange; Qwest Funds Corp. – Qwest Inflation Deflation Trend Allocation Class (July 2010 to December 2014), reporting issuer but not listed on an exchange; AlphaDelta Canadian Focused Equity Class (November 2014 to present), reporting issuer but not listed on an exchange; AlphaDelta Growth of Dividend Income Class (November 2014 to present), reporting issuer but not listed on an exchange; AlphaDelta Tactical Growth Class (formerly AlphaDelta Global Value Class) (November 2014 to present), reporting issuer but not listed on an exchange; and AlphaDelta Canadian Growth of Dividend Income Class (August 2018 to present), reporting issuer but not listed on an exchange.

Notes to the above Director Bios:

(1)	Independent Director for purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”). Ms. Basian and Messrs. Levesque and Teixeira are expected to be Independent Directors for purposes of NI 58-101 if elected at the Meeting.

(2)	Member of the Audit Committee. If elected, it is proposed that Ms. Basian will Chair the Audit Committee, and Messrs. Shah and Levesque will be the other members of the Audit Committee.

(3)	The information as to country and province or state or residence, and principal occupation, not being within the knowledge of the Corporation, has been furnished by the respective nominees.

(4)	Each Director listed will hold his or her position as a Director of the Corporation until the next annual meeting of Shareholders or until his or her respective successor is elected or appointed in accordance with applicable laws and the Corporation’s by-laws.

(5)	Securities beneficially owned, controlled or directed, directly or indirectly, as at November 26, 2018, is based upon information furnished to the Corporation by each individual Director or nominee. Values are at November 26, 2018 based on the closing price of the Common Shares on that date.

(6)	Subsequent to the Meeting, the Board intends on forming a Human Resources and Compensation Committee and Nominating and Corporate Governance Committee. The proposed members of such Committees, if elected at the Meeting, are expected to be Ms. Basian and Messrs. Shah and Levesque. It is also expected that, if elected to the Board at the Meeting, Rishi Shah will be named the Lead Independent Director.

(7)	Mr. Klein is also a principal of Core Flow Canada Holdings Inc., which holds an aggregate of 49,419,014 Common Shares and class A preferred shares of a subsidiary of the Corporation. This figure includes the securities, other than Options, held by Messrs. Klein, Miller and Tolia disclosed above.

STATEMENT OF BOARD OF DIRECTOR COMPENSATION

As at November 26, 2018, no compensation has been paid to non-executive members of the Board. The Board, informed by compensation structures implemented by other companies in the same industry as the Corporation, intends to implement a compensation structure for non-executive members of the Board which will be based on the following key pillars:

Board compensation should be competitive to attract skilled and experience directors.		Compensation is set at a level that will attract experienced and skilled candidates and retain current Directors. The Corporation recognizes that there is significant competition for qualified directors and that directors must select their directorships wisely due to board limit restrictions being imposed by institutional shareholders.

Board compensation should align the interests of Directors with those of the Shareholders.		The overall compensation package, including a mix of both cash and equity components should align Directors interests with those of Shareholders.

Board compensation should be fair and reasonable.		The Corporation recognizes that Directors need to be compensated fairly for their time and effort. The Corporation seeks to reward Directors reasonably, reflecting the complexities, risks, skill set and value associated with being on the Board.

Beginning in the calendar year 2019, the Corporation intends on implementing a fixed fee Director compensation structure, under which additional fees are not provided to Directors on a meeting-by-meeting basis. The Corporation intends on adopting the fixed fee approach based on the following:

•	Transparency to the Board, Shareholders and management.

•	Meeting attendance and preparation is expected, not rewarded.

•	Compensating for the role holistically, not the number of meetings held in a year.

Under the fixed fee model, in 2019 the Corporation will compensate specifically for the role and responsibilities of each individual Director. This will be broken out by retainers for service on the Board and individual committees. Director compensation will have two components: cash retainers and equity-based awards.

Cash Retainer		An annual fixed Board retainer to be paid to non-executive Directors establishes the competitive foundation of the Director compensation program. Committee retainers will be granted for both the committee chair as well as committee members and serve as additional compensation for the time and expertise required to serve on the different committees.

Equity Award		An intended annual equity grant in the form of Options, RSUs or DSUs will be made to non-executive Directors to align their interests with the interests of Shareholders, to reinforce longer-term business performance and to remain market competitive.

Prior to the closing of the Qualifying Transaction, the former Board members, being Douglas Osrow, Robb McNaughton and Daniel Lanskey received options to purchase Common Shares of the Corporation. With respect to the current Directors of the Corporation, no compensation was paid to such Directors (including non-executive members of the Board) for their services on the Board.

Outlined in the table below is the 2019 Director compensation pay structure that is expected to be implemented by the Board. The Board currently has one committee, being the Audit Committee. Subsequent to the Meeting, the Board is expected to form the Human Resources & Compensation Committee (HRCC) and Nominating and Corporate Governance Committee (NCGC). The Board may also pay a pro rata portion of such fees and securities for services provided in the calendar year 2018.

	Expected for 2019
Fee Description	Cash Retainer	Equity
	(may be paid	Retainer ⁵
	in equity)
Lead Independent Director	$45,000	15,000 Options
Non-Executive Director¹	$35,000	15,000 Options
Audit Committee Chair	$15,000	-
Audit Committee Member ²	$2,500	-
HRCC Chair	$3,500	-
HRCC Member ³	$1,750	-
NCGC Chair	$3,500	-
NCGC Member⁴	$1,750	-

Notes:
__________________________________________

¹	Other than the Lead Independent Director.
²	Other than the Audit Committee Chair.
³	Other than the HRCC Chair.
⁴	Other than the NCGC Chair.
⁵	Cash value of equity cannot be determined, as Options have not been granted to Non-Executive Directors to date.

Director Summary Compensation Table

The table below sets out a summary of total compensation applicable to each non-executive member of the Board for the 2017 and 2016 fiscal year, excluding compensation related to the issuance of securities. The Corporation may also reimburse Directors for out-of-pocket expenses for, among other matters, attending meetings.

		Salary, consulting
		fee, retainer or		Committee or	Value of	Value of all other	Total
		commission	Bonus	meeting fees	perquisites	compensation	compensation
Name and Position¹	Year⁴	($)	($)	($)	($)	($)	($)
David Towill³	2017	$10,890	-	-	-	-	-
Former Director	2016	-	-	-	-	-	-

Rishi Shah	2017	-	-	-	-	-	-
Independent Director	2016	-	-	-	-	-	-

Douglas Osrow²	2017	-	-	-	-	-	-
Former Director	2016	-	-	-	-	-	-

Robb McNaughton²	2017	-	-	-	-	-	-
Former Director	2016	-	-	-	-	-	-

David Miller	2017	-	-	-	-	-	-
Director and former	2016	-	-	-	-	-	-
General Counsel

Notes:
_______________________

¹	Steve Klein, Thomas Flow, Vinay Tolia and Dr. Lyle Oberg are officers of the Corporation, and Daniel Lanskey was an officer of the Corporation until September 21, 2018. The compensation information for the foregoing individuals is set forth under the heading Statement of Executive Compensation - Summary Compensation Table. Mr. Klein is not an employee of the Corporation, but provides services as Chief Strategy Officer.
²	Each of Messrs. Osrow, McNaughton and Lanskey ceased being Directors on September 21, 2018 in connection with the completion of the Qualifying Transaction.
³	David Towill ceased to be a Director effective October 26, 2018.
⁴	The fiscal year end for the capital pool company, The Needle Capital Corp., was June 30. The Needle Capital Corp. was required to file year end June 30, 2018 financial statements, notwithstanding the fact that the Qualifying Transaction closed prior to the financial statement filing requirement. Subsequent to the closing of the Qualifying Transaction, the Corporation changed its year end to December 31, and therefore information relating to the fiscal year end 2018 is not reflected in the table above. The Corporation will be filing year ended December 31, 2018 financial statements in accordance with the applicable filings requirements under applicable securities laws.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth the details of all outstanding option-based awards and share-based awards of the Corporation granted to the Directors that were granted before, and remain outstanding as at the end of, the most recently completed financial year, other than Directors who serve as NEOs.


		Number of
		compensation
		securities,			Closing price of	Closing price of
		number of			security or	security or
		underlying		Issue,	underlying	underlying
	Type of	securities, and		conversion or	security on date	security at year
Name and	security	percentage of	Date of Issue or	exercise price	of grant	end
Position¹	compensation	class	Grant	($)	($)	($)	Expiry Date
David Towill³Former Director	-	-	-	-	-	-	-
Rishi Shah Independent Director	-	-	-	-	-	-	-
Douglas Osrow²Former Director	Options	240,000	September 17, 2017	$0.10	$0.10	$0.10	September 22, 2022
Robb McNaughton²Former Director	Options	240,000	September 17 2017	$0.10	$0.10	$0.10	September 22, 2022
David Miller Director and former General Counsel	-	-	-	-	-	-	-

Notes:

1	Steve Klein, Thomas Flow, Vinay Tolia and Dr. Lyle Oberg are officers of the Corporation, and Daniel Lanskey was an officer of the Corporation until September 21, 2018. The compensation information for the foregoing individuals is set forth under the heading Statement of Executive Compensation – Outstanding Shared-Based Awards and Option-Based Awards. Mr. Klein is not an employee of the Corporation, but provides services as Chief Strategy Officer.
2	Each of Messrs. Osrow, McNaughton and Lanskey ceased being Directors on September 21, 2018 in connection with the completion of the Qualifying Transaction. The above closing prices are assumed at $0.10 per share as the information is not publicly available.
3	David Towill ceased to be a Director effective October 26, 2018.

Exercise of Compensation Securities by Directors

The following table sets out the option-based, share-based and non-equity based incentive plan amounts vested or earned in 2017.

						Difference between
		Number of	Exercise			exercise price and
	Type of	underlying	Price per		Closing price per	closing price on date	Total value
	compensation	securities	security	Date of	security on date of	of exercise	on exercise
Name and Position^1,4	security	exercised	($)	exercise	exercise	($)	date
David Towill³	-	-	-	-	-	-	-
Rishi Shah	-	-	-	-	-	-	-
Douglas Osrow²	-	-	-	-	-	-	-
Robb McNaughton²	-	-	-	-	-	-	-
David Miller	-	-	-	-	-	-	-

Notes:
¹	Steve Klein, Thomas Flow, Vinay Tolia and Dr. Lyle Oberg are officers of the Corporation, and Daniel Lanskey was an officer of the Corporation until September 21, 2018. The compensation information for the foregoing individuals is set forth under the heading Statement of Executive Compensation - Summary Compensation Table. Mr. Klein is not an employee of the Corporation, but provides services as Chief Strategy Officer.
²	Each of Messrs. Osrow, McNaughton and Lanskey ceased being Directors on September 21, 2018 in connection with the completion of the Qualifying Transaction.
³	David Towill ceased to be a Director effective October 26, 2018.
⁴	The fiscal year end for the capital pool company, The Needle Capital Corp., was June 30. The Needle Capital Corp. was required to file year end June 30, 2018 financial statements, notwithstanding the fact that the Qualifying Transaction closed prior to the financial statement filing requirement. Subsequent to the closing of the Qualifying Transaction, the Corporation changed its year end to December 31, and therefore information relating to the fiscal year end 2018 is not reflected in the table above. The Corporation will be filing year ended December 31, 2018 financial statements in accordance with the applicable filings requirements under applicable securities laws.

Interest of Informed Persons in Material Transactions

Other than as disclosed below, since the commencement of the Corporations most recently completed financial year, the Corporation did not have any transactions, or any proposed transactions, with any informed person (as defined in applicable securities laws), or any proposed Director of the Corporation, or any associate or affiliate of any informed person or proposed Director, who has a material interest or had a material interest, direct or indirect, which has materially affected or would materially affect the Corporation or any of its subsidiaries.

Corporate Cease Trade Orders or Bankruptcies

Except as disclosed below, to the knowledge of the Corporation none of the persons proposed for election as Directors nor any personal holding company owned or controlled by any of them: (a) are, as at the date of this Circular, or have been, within the 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (an Order) that was issued while the proposed Director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an Order that was issued after the proposed Director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) are, as at the date of this Circular, or have been within 10 years before the date of this Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) have, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Penalties and Sanctions

Other than as disclosed herein, to the knowledge of the Corporation none of the persons proposed for election as Directors nor any personal holding company owned or controlled by any of them: (a) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for the proposed Director.

In November 2017, certain shareholders of Outcome Health, of which Rishi Shah is a managing member, filed a claim against the company, its subsidiaries, and its owners, in the State Court of New York that included allegations of fraud. Further, a claim was filed against Gravitas Holdings, a subsidiary of the company, in the Chancery Court in Delaware. These claims were dismissed without prejudice in January 2018 and the matter was settled without admission of any wrongdoing by the company, its subsidiaries or its owners.

Indebtedness of Directors, Officers and Employees

None of the Directors, executive officers or nominees for election as Directors or their respective associates is, or at any time since the beginning of the most recently completed fiscal year has been, indebted to the Corporation or any of its subsidiaries or is, or has been since the beginning of the most recently completed fiscal year, indebted to another entity where the Corporation or any of its subsidiaries provided a guarantee, support agreement, letter of credit or other similar arrangement in connection with such debt. There was no indebtedness as at November 26, 2018 to the Corporation or any of its subsidiaries, excluding routine indebtedness, owing by present and former officers, present Directors or nominees for election as Directors, or employees of the Corporation and any of its subsidiaries.

COMPENSATION DISCUSSION AND ANALYSIS

STATEMENT OF EXECUTIVE COMPENSATION

The following discussion provides information about the Corporation's proposed philosophy, objectives and processes regarding compensation for its executive officers. Compensation for the Corporation's Chief Executive Officer, Chief Financial Officer and the next three (3) most highly compensated executive officers (collectively, the NEOs) is determined by the Board, and following the Meeting and when formed, the HRCC will provide recommendations to the Board with respect to executive compensation based on advice to be obtained from the Boards compensation consultants. The Corporations executive compensation will predominantly be based on prevailing industry compensation practices for companies of comparable size and industry and the Corporation's performance in achieving certain goals.

It will be the responsibility of the Board, on the recommendation of the HRCC, as a whole to make decisions regarding executive compensation matters. The Corporations compensation program supports its commitment to delivering strong performance for Shareholders. The Corporations overall objective of its compensation philosophy is the attraction, motivation and retention of quality, experienced people to achieve the Corporations strategic objectives and to align the interests of its executive officers and employees with the long-term interests of Shareholders.

It is currently contemplated that executive compensation will be comprised of the following components: (i) base salary, (ii) bonus and (iii) equity incentives. Together, these components are designed to address the key objectives of the Corporations compensation program.

For the purposes of this Circular:

•	CEO of the Corporation means each individual who served as Chief Executive Officer of the Corporation or acted in a similar capacity for any part of the most recently completed financial year;

•	CFO of the Corporation means each individual who served as Chief Financial Officer of the Corporation or acted in a similar capacity for any part of the most recently completed financial year; and

•	Named Executive Officers or NEOs means (i) CEO, (ii) CFO, (iii) each of the three (3) most highly compensated executive officers of the Corporation, including any subsidiary of the Corporation, or the three (3) most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000; and (iv) each individual who would be a NEO under paragraph (iii) but for the fact that the individual was neither an executive officer of the Corporation or a subsidiary of the Corporation, nor acting in a similar capacity, at the end of that financial year.

Named Executive Officers for 2017

The fiscal year end for the capital pool company, The Needle Capital Corp., was June 30. The Needle Capital Corp. was required to file year end June 30, 2018 financial statements, notwithstanding the fact that the Qualifying Transaction closed prior to the financial statement filing requirement. Subsequent to the closing of the Qualifying Transaction, the Corporation changed its year end to December 31, and therefore information relating to the fiscal year end 2018 is not reflected below for the NEOs. The Corporation will be filing year ended December 31, 2018 financial statements in accordance with the applicable filings requirements under applicable securities laws.

During the financial year ended December 31, 2017, the Corporation had the following NEOs:

Daniel Lanskey

President, Chief Executive Officer and Chief Financial Officer

Daniel Lanskey ceased to be an officer of the Corporation on September 21, 2018 upon completion of the Qualifying Transaction.

On September 21, 2018, the Needle Capital Corp. completed its Qualifying Transaction with The Flowr Corporation. Upon completion of the Qualifying Transaction and as at the date hereof, Vinay Tolia and Thomas Flow are the co-Chief Executive Officers of the Corporation, Alex Dann is the Chief Financial Officer of the Corporation, Steve Klein is the Chief Strategy Officer of the Corporation and Dr. Lyle Oberg is the Chief Policy and Medical Officer of the Corporation. Mr. Klein is not an employee of the Corporation, but provides services as Chief Strategy Officer. Anthony Giorgi was the former CEO of The Flowr Corporation, the private corporation that existed prior to the completion of the Qualifying Transaction and that completed the Qualifying Transaction with the Corporation, and ceased to hold that position on June 21, 2018. David Ralston was the Chief Operating Officer of the Corporation and ceased to hold that position on November 9, 2018.

The summary compensation table provides for compensation paid to the current co-Chief Executive Officers, Chief Financial Officer, NEOs and Steve Klein for the calendar year ended December 31, 2017 and 2016, despite that these individuals were not executive officers of the Corporation for the financial year ended December 31, 2017. Such compensation was paid to these individuals by The Flowr Corporation, a private corporation, prior to the completion of the Qualifying Transaction.

Compensation Risk

The Board assesses the potential risks relating to the Corporations policies and practices for its employees, including those related to the Corporations executive compensation program. The Board considers the Corporations compensation policies and practices, identifies potential risks and considers mitigating factors. Periodically, and going forward at least annually, the Board, and following the Meeting and once formed, the HRCC will review and discuss with management the relationship between the Corporations compensation policies and practices and its risk management, including the extent to which those policies and practices create risks for the Corporation. Based on this assessment, the Board determined that the Corporations policies and practices do not encourage excessive or unnecessary risk taking and are not reasonably likely to have a material adverse effect on the Corporation.

Clawback Policy

The Corporation intends on adopting a Clawback Policy in fiscal 2019, which will provide the Board and HRCC with discretion to recover certain incentive compensation received or realized by a senior executive officer, if there is an incidence of misconduct resulting in the need for the Corporation to publicly issue an accounting restatement of all or a portion of its interim or annual financial statements. It is proposed that misconduct will be characterized as gross negligence, intentional misconduct or fraud engaged in by the applicable executive which resulted in the financial restatement by the Corporation.

Independent Compensation Consultants

The Corporation has engaged independent compensation consultants, Willis Towers Watson, to provide the Board and management with compensation advice for compensation structures to be implemented for the calendar year 2019. The Corporation did not engage compensation consultants in the calendar year 2017.

Compensation Benchmarking and Comparator Group

For the calendar year 2017 and 2018, the Corporation did not have a comparator group, as the Corporation was a capital pool company with no operations.

Upon completion of the Qualifying Transaction, the Board and management of the Corporation engaged Willis Towers Watson to assist the Corporation with selecting a comparator group and to complete benchmarking for the Corporations 2019 compensation structure.

For 2019, Willis Towers Watson has identified the following peer group for the Corporation, which the Board has approved.

2019 Peer Group
Cronos Group Inc.		HEXO Corp.

CannTrust Holdings Inc.		The Supreme Cannabis Company, Inc.

Jamieson Wellness Inc.		Andrew Peller Limited

Namaste Technologies Inc.		Corby Spirit and Wine Limited

Eastwood Bio-Medical Canada Inc.		Village Farms International, Inc.

Brick Brewing Co. Limited

Components of Executive Compensation

Base Salaries

The base salary component is intended to provide a fixed level of pay that reflects each NEO's primary duties and responsibilities. While base salaries are an important element of executive officer compensation, the size and stage of the Corporation prevents the Corporation from paying base salaries which are comparable to those of larger companies in the similar industry and, accordingly, performance-based compensation elements are an integral component of the executive compensation package. In setting base compensation levels for executive officers, consideration will be given to objective factors such as level of responsibility, experience and expertise as well as subjective factors such as leadership. For 2019, the Board and management of the Corporation will be reviewing base salaries with the advice of Willis Towers Watson, and may adjust salaries based on the 2019 comparator group and the growth of the Corporation.

Bonus

The Corporation does not currently have a bonus plan and intends to implement a bonus structure, with the advice of Willis Towers Watson, for its employees in the latter part of 2018 and/or 2019 based on the 2019 comparator group.

Long-Term Incentives

Long-term incentives in the form of Options are determined by considering overall corporate performance as well as the performance of the individual employee. The role of the long-term incentive is to align an executives and Directors performance with the long-term performance of the Corporation and to provide an additional incentive for executives and Directors to enhance shareholder value. The Board generally adheres to the following principles, as applicable, in connection with grants of Options:

	•	Options are generally granted, at the discretion of the Board, upon initial employment and annually. In certain circumstances, the Board may grant Options to employees and Directors based on certain corporate achievements throughout a calendar year;

	•	previous grants and existing equity ownership levels are taken into account when considering further grants of Options;

	•	Options granted as part of the long-term incentive program generally carry a five year life and vest in equal proportions over a three (3) year period for employees and on a monthly basis over a period of thirty-six (36) months for executive officers;

	•	the Option price is determined by the Board or the committee of the Board authorized to grant Options, provided that such price shall not be lower than the closing price of the Common Shares on the TSX-V on the business day prior to the date the Option is granted or such other price as is permitted pursuant to the rules and regulations of the TSX-V; and

	•	it is expected that the Corporations compensation strategy and overall program will continue to evolve and be reviewed in the future. If the LTIP is approved at the Meeting, its is anticipated that RSUs and DSUs will also be become part of the long-term compensation package for executive officers and Directors. The Corporation continues to work with its compensation advisors to complete a compensation structure for long-term incentives that will include RSUs and DSUs.

Long-Term Incentive Grants for 2017 Compensation

Details of all equity awards to the NEOs for the fiscal year 2017 are provided in the table below, as well as the value of such awards as of December 31, 2017.

Named Executive Officer (Position)	Option Grant ($)	Options on 12/31/2017⁴
Named Executive Officer (Position)	Option Grant ($)	Value ($)
Steve Klein (Chief Strategy Officer)⁵	-	-
Thomas Flow (co-CEO)	-	-

Named Executive Officer (Position)	Option Grant ($)	Options on 12/31/2017⁴
Named Executive Officer (Position)	Option Grant ($)	Value ($)
Vinay Tolia (co-CEO)	-	-
Alex Dann (CFO)	1,575,000	$1,496,250
Dr. Lyle Oberg (Chief Policy and Medical Officer)	1,800,000	$1,710,000
David Ralston (former Chief Operating Officer)¹	2,025,000	$1,923,750
Anthony Giorgi (former CEO of The Flowr Corporation, a private corporation)²	3,600,000	$3,420,000
Daniel Lanskey (former President, CEO and CFO)³	240,000	$240,000

Notes:

¹	Mr. Ralston was the Chief Operating Officer of the Corporation until November 9, 2018.
²	Mr. Giorgi was the Chief Executive Officer of The Flowr Corporation, a private corporation, prior to the closing of the Qualifying Transaction, and ceased to hold that position on June 21, 2018. The Flowr Corporation completed the Qualifying Transaction with the Corporation, to become the resulting public entity on September 21, 2018.
³	Mr. Lanskey was a Director, President, Chief Executive Officer and Chief Financial Officer of the Corporation until completion of the Qualifying Transaction and ceased to hold such positions on September 21, 2018.
⁴	The fiscal year end for the capital pool company, The Needle Capital Corp., was June 30. The Needle Capital Corp. was required to file year end June 30, 2018 financial statements, notwithstanding the fact that the Qualifying Transaction closed prior to the financial statement filing requirement. Subsequent to the closing of the Qualifying Transaction, the Corporation changed its year end to December 31, and therefore information relating to the fiscal year end 2018 is not reflected in the table above. The Corporation will be filing year ended December 31, 2018 financial statements in accordance with the applicable filings requirements under applicable securities laws. The in-the money value of Options were based on the pricing of the private placement financing completed by The Flowr Corporation in late December 2017, which is the private corporation that completed the Qualifying Transaction with The Needle Capital Corp. Mr. Lanskeys options were calculated based on the assumed closing price of The Needle Capital Corp.s common shares on December 31, 2017. The closing prices are assumed at $0.10 per share as the information is not publicly available.
^{5 .}	Mr. Klein is not an employee of the Corporation, but provides services as Chief Strategy Officer

Benefits and Perquisites

The Corporation offers limited benefits and perquisites, aligned with market competitive practice. Details of the benefits and perquisites provided to the NEOs are disclosed in the Value of all other compensation column of the 2017 summary compensation table set forth in this Circular, including: health and dental coverage, various company-paid insurance plans, including life insurance, and paid vacation.

In general, the Corporation will only provide a specific perquisite when it provides competitive value and promotes retention of executives. The limited perquisites the Corporation provides to its NEOs may include a cellular telephone and computer equipment, commuting expenses, reasonable legal, accounting and other professional fees, housing allowances under special circumstances, reimbursement of certain tax related expenses, as well as payment of certain professional dues that are related directly to the performance of the executives functions.

SUMMARY COMPENSATION TABLE

The following table sets forth a summary of all compensation, other than compensation related to the issuance of securities, earned during the two most recently completed fiscal years ended December 31, 2017 and 2016 for the NEOs of the Corporation.

		Salary, consulting
		fee, retainer or		Committee or	Value of	Value of all other	Total
		commission	Bonus	meeting fees	perquisites	compensation	compensation
Name and Position	Year⁵	($)	($)	($)	($)	($)	($)
Steve Klein⁶	2017	-	-	-	-	-	-
Executive Director,	2016	-	-	-	-	-	-
Chairman and Chief
Strategy Officer
Anthony Giorgi²	2017	$80,109	-	-	-	-	$80,109
Former Chief Executive
Officer of The Flowr
Corporation, a private	2016	-	-	-	-	-	-
corporation
Thomas Flow⁶	2017	$201,169	-	-	-	-	$201,169
Executive Director and	2016	-	-	-	-	-	-
Co-Chief Executive
Officer
Vinay Tolia⁶	2017	-	-	-	-	-	-
Executive Director and	2016	-	-	-	-	-	-
Co-Chief Executive
Officer
David Ralston³	2017	$44,553	-	-	-	-	$44,553
Former Chief Operating	2016	-	-	-	-	-	-
Officer
Alex Dann	2017	$33,442	-	-	-	-	$33,442
Chief Financial Officer	2016	-	-	-	-	-	-


Dr. Lyle Oberg⁶	2017	$80,095	-	-	-	-	$80,095
Executive Director and	2016	-	-	-	-	-	-
Chief Policy and
Medical Officer
Daniel Lanskey⁴	2017	-	-	-	-	-	-
Former Chief Executive	2016	-	-	-	-	-	-
Officer, Chief Financial
Officer and President

Notes:
¹	Security based award disclosure is not included in this table. Compensation is based on amounts received on employment start date.
²	Mr. Giorgi was the Chief Executive Officer of The Flowr Corporation, a private corporation, prior to the closing of the Qualifying Transaction, and ceased to hold that position on June 21, 2018. The Flowr Corporation completed the Qualifying Transaction with the Corporation, to become the resulting public entity on September 21, 2018.
³	Mr. Ralston was the Chief Operating Officer of the Corporation until November 9, 2018.
⁴	Mr. Lanskey was a Director, President, Chief Executive Officer and Chief Financial Officer of the Corporation until completion of the Qualifying Transaction and ceased to hold such positions on September 21, 2018.
⁵	The fiscal year end for the capital pool company, The Needle Capital Corp., was June 30. The Needle Capital Corp. was required to file year end June 30, 2018 financial statements, notwithstanding the fact that the Qualifying Transaction closed prior to the financial statement filing requirement. Subsequent to the closing of the Qualifying Transaction, the Corporation changed its year end to December 31, and therefore information relating to the fiscal year end 2018 is not reflected in the table above. The Corporation will be filing year ended December 31, 2018 financial statements in accordance with the applicable filings requirements under applicable securities laws.
⁶	All compensation paid to Messrs. Klein, Flow, Tolia and Oberg were paid in their role as officers of the Corporation, and not as a Director. Mr. Klein is not an employee of the Corporation, but provides services as Chief Strategy Officer. Mr. Tolia became the Chief Executive Officer of the Corporation on August 15, 2018 and a Director on October 26, 2018. Mr. Flow was previously the President of the Corporation, and held the Chief Executive Officer position on an interim basis from June 2018 to August 2018. On November 9, 2018, Mr. Flow was named Co-CEO of the Corporation.

INCENTIVE PLAN AWARDS

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out the value of all unexercised option-based and share-based awards for the NEOs outstanding as of December 31, 2017.


		Number of
		compensation
		securities,
		number of			Closing price of	Closing price of
		underlying			security or	security or
		securities,		Issue,	underlying	underlying
	Type of	and		conversion or	security on date	security at year
Name and	security	percentage of	Date of Issue or	exercise price	of grant	end⁸
Position⁶	compensation	class	Grant	($)	($)	($)	Expiry Date
Steve Klein^2,7Executive Director, Chairman and Chief Strategy Officer	-	-	-	-	-	-	-
Thomas Flow⁷Executive Director and Co-CEO	-	-	-	-	-	-	-
Vinay Tolia^1,7Executive Director and Co-CEO	-	-	-	-	-	-	-
Anthony Girogi³Former CEO of The Flowr Corporation	Options	3,600,000	October 30, 2017	$0.05	$0.28	$1.00	October 30, 2022
David Ralston⁴Former Chief Operating Officer	Options	2,025,000	October 30, 2017	$0.05	$0.28	$1.00	October 30, 2022
Alex Dann CFO	Options	1,575,000	October 30, 2017	$0.05	$0.28	$1.00	October 30, 2022
Dr. Lyle Oberg⁷Executive Director and Chief Medical and Policy Officer	Options	1,800,000	October 30, 2017	$0.05	$0.28	$1.00	October 30, 2022
Daniel Lanskey⁵Former President, CEO and CFO	Options	240,000	September 15, 2017	$0.10	$0.10	$0.10	September 15, 2022

Notes:


1	In August 2018, Mr. Tolia joined the organization as Chief Executive Officer. On August 24, 2018, the Board approved the grant of 3,635,530 Options to Mr. Tolia at an exercise price of $2.60.
2	On August 24, 2018, the Board approved the grant of 1,200,000 Options to Mr. Klein at an exercise price of $2.60.
3	Mr. Giorgi ceased to be employed by The Flowr Corporation on June 21, 2018. All vested Options that Mr. Giorgi held have been exercised and no Options remain outstanding as at the date of this Circular.
4	Mr. Ralston ceased to be employed by the Corporation on November 9, 2018. 225,000 Options granted to Mr. Ralston vested and continue to be outstanding.
5	Mr. Lanskey ceased to be an officer of the Corporation on September 21, 2018 in connection with the closing of the Qualifying Transaction. All vested options held by Mr. Lanskey have been exercised and no options remain outstanding as at the date of this Circular. Mr. Lanskeys options were calculated based on the assumed closing price of The Needle Capital Corp.s common shares on December 31, 2017. The closing prices are assumed at $0.10 per share as the information is not publicly available.
6	The fiscal year end for the capital pool company, The Needle Capital Corp., was June 30. The Needle Capital Corp. was required to file year end June 30, 2018 financial statements, notwithstanding the fact that the Qualifying Transaction closed prior to the financial statement filing requirement. Subsequent to the closing of the Qualifying Transaction, the Corporation changed its year end to December 31, and therefore information relating to the fiscal year end 2018 is not reflected in the table above. The Corporation will be filing year ended December 31, 2018 financial statements in accordance with the applicable filings requirements under applicable securities laws.



7	All compensation paid to Messrs. Klein, Flow, Tolia and Oberg were paid in their role as officers of the Corporation, and not as a Director. Mr. Klein is not an employee of the Corporation, but provides services as Chief Strategy Officer. Mr. Tolia became the Chief Executive Officer of the Corporation on August 15, 2018 and a Director on October 26, 2018. Mr. Flow was previously the President of the Corporation, and held the Chief Executive Officer position on an interim basis from June 2018 to August 2018. On November 9, 2018, Mr. Flow was named Co-CEO of the Corporation.
8	The Flowr Corporation was a private corporation at the date of grant of the Options and at the year ended December 31, 2017. As a result, the closing price is based on the estimated value of The Flowr Corporation at the date of grant and at the year end December 31, 2017, respectively.

Exercise of Compensation Securities by NEOs

The following table sets out the option-based, share-based and non-equity based incentive plan amounts vested or earned in 2017.

Name and Position⁶	Type of compensation security	Number of underlying securities exercised	Exercise Price per security ($)	Date of exercise	Closing price per security on date of exercise	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date
Steve Klein^2,7 Executive Director, Chairman and Chief Strategy Officer	-	-	-	-	-	-	-
Thomas Flow⁷ Executive Director and Co- CEO	-	-	-	-	-	-	-
Vinay Tolia^1,7 Executive Director and Co- CEO	-	-	-	-	-	-	-
Anthony Girogi³ Former CEO of The Flowr Corporation	-	-	-	-	-	-	-
David Ralston⁴ Former Chief Operating Officer	-	-	-	-	-	-	-
Alex Dann CFO	-	-	-	-	-	-	-
Dr. Lyle Oberg⁷ Executive Director and Chief Policy and Medical Officer	-	-	-	-	-	-	-
Daniel Lanskey⁵ Former President, CEO and CFO	-	-	-	-	-	-	-

Notes:
_____________________________________

¹	In August 2018, Mr. Tolia joined the organization as Chief Executive Officer. On August 24, 2018, the Board approved the grant of 3,635,530 Options to Mr. Tolia at an exercise price of $2.60.
²	On August 24, 2018, the Board approved the grant of 1,200,000 Options to Mr. Klein at an exercise price of $2.60.
³	Mr. Giorgi ceased to be employed by The Flowr Corporation on June 21, 2018. All vested Options that Mr. Giorgi held have been exercised and no Options remain outstanding as at the date of this Circular.
⁴	Mr. Ralston ceased to be employed by the Corporation on November 9, 2018. 225,000 Options granted to Mr. Ralston vested and continue to be outstanding.
⁵	Mr. Lanskey ceased to be an officer of the Corporation on September 21, 2018 in connection with the closing of the Qualifying Transaction. All vested options held by Mr. Lanskey have been exercised and no options remain outstanding as at the date of this Circular. Mr. Lanskeys options were calculated based on the assumed closing price of The Needle Capital Corp.s common shares on December 31, 2017. The closing prices are assumed at $0.10 per share as the information is not publicly available.

⁶

The fiscal year end for the capital pool company, The Needle Capital Corp., was June 30. The Needle Capital Corp. was required to file year end June 30, 2018 financial statements, notwithstanding the fact that the Qualifying Transaction closed prior to the financial statement filing requirement. Subsequent to the closing of the Qualifying Transaction, the Corporation changed its year end to December 31, and therefore information relating to the fiscal year end 2018 is not reflected in the table above. The Corporation will be filing year ended December 31, 2018 financial statements in accordance with the applicable filings requirements under applicable securities laws.

⁷

All compensation paid to Messrs. Klein, Flow, Tolia and Oberg were paid in their role as officers of the Corporation, and not as a Director. Mr. Klein is not an employee of the Corporation, but provides services as Chief Strategy Officer. Mr. Tolia became the Chief Executive Officer of the Corporation on August 15, 2018 and a Director on October 26, 2018. Mr. Flow was previously the President of the Corporation, and held the Chief Executive Officer position on an interim basis from June 2018 to August 2018. On November 9, 2018, Mr. Flow was named Co-CEO of the Corporation.

Equity Compensation Plan Information

The following table sets out the equity compensation plan information as at November 26, 2018:

			Number of securities remaining
	Number of securities to be		available for future issuance
	issued upon exercise of	Weighted-average exercise price	under equity compensation
	outstanding options, warrants	of outstanding options,	plans (excluding securities
	and rights³	warrants and rights	reflected in column (a))
Plan Category	(a)	(b)	(c) ¹
Equity compensation plans not approved by Shareholders (SOP) ²	11,317,694	$2.10	15,251,562
Total	11,317,694	$2.10	15,251,562

Notes:
___________________________________

¹	Pursuant to the terms of the LTIP and the SOP, the total number of Common Shares which may be issued under both equity incentive plans, in the aggregate amount, is equal to twenty per cent (20%) of the issued and outstanding Common Shares and class A preferred shares in the capital of Flowr ULC at any given time. The figures in column (c) above include securities that are issuable under the LTIP.
²	In connection with the Meeting, Shareholders are being asked to approve an ordinary resolution to approve the SOP and LTIP. Only Options have been issued by the Corporation. No RSUs and/or DSUs have been issued by the Corporation under the LTIP.
³	The Corporation also has 454,414 broker warrants issued and outstanding. Such broker warrants were issued in connection with the closing of the Qualifying Transaction and also includes warrants issued by The Needle Capital Corp. These broker warrants are included in column (a) above.
⁴	The table above does not include the options issued to the former directors and officers of the capital pool company, The Needle Capital Corp., as all such options have been exercised.

PENSION PLAN BENEFITS AND DEFERRED COMPENSATION PLANS

The Corporation does not have a pension plan, defined benefit plan or any retirement savings programs for NEOs or other employees of the Corporation, and does not have a deferred compensation plan for NEOs or other employees of the Corporation.

TERMINATION AND CHANGE OF CONTROL BENEFITS

Other than Steve Klein who has not received any compensation in his role as Chief Strategy Officer as he is not an employee of the Corporation, and other than the Options described herein, the Corporation or one of its subsidiaries has entered into employment agreements with each of the NEOs who are currently employed by the Corporation or such subsidiary under which each NEO has agreed to continue to serve the Corporation in his current office and perform the duties of such office in accordance with the terms set out in their employment agreements. Under the terms of each of the executive employment agreements, each executive has made commitments in favour of the Corporation including non-competition and non-solicitation covenants (which survive termination of an NEOs termination in certain circumstances, as applicable, for periods of 6 to 24 months per the terms of each NEOs employment agreement), as well as non-disclosure covenants (which survive the termination of an NEOs employment).

In the event of termination of an NEOs employment, other than for cause (as defined in the applicable employment agreements), the Corporation will provide such executive with working notice or severance pay or a combination of notice and severance. The following section outlines the significant terms of each of the NEOs employment agreements.

In addition, under certain circumstances, and pursuant to applicable employment standards legislation, earned bonuses may also be payable upon termination.

Executive Employment Agreements

Mr. Flow is party to an employment agreement with a subsidiary of the Corporation dated December 1, 2016, which continues for a term of ten (10) years, unless earlier terminated or extended. Mr. Tolia is party to an employment agreement with a subsidiary of the Corporation dated August 15, 2018, which continues for an indefinite term, unless earlier terminated. Mr. Dann is party to an employment agreement with a subsidiary of the Corporation dated October 10, 2017, which continues for an indefinite term, unless earlier terminated. Dr. Oberg is party to an employment agreement with a subsidiary of the Corporation dated September 21, 2017, which continues for an indefinite term, unless earlier terminated. Mr. Ralston was party to an employment agreement with a subsidiary of the Corporation dated November 22, 2017. Effective November 9, 2018, Mr. Ralstons employment with the Corporation ceased. Mr. Giorgi was party to an employment agreement dated September 25, 2017 which was an agreement with a subsidiary of The Flowr Corporation prior to completion of the Qualifying Transaction. Effective June 21, 2018, Mr. Giorgis employment with The Flowr Corporation ceased.

In connection with his termination, Mr. Ralston was provided with an aggregate severance payment of approximately $133,333, and a total of 112,500 Options vested in accordance with the terms of his severance agreement. In connection with his termination, Mr. Giorgi was provided with an aggregate severance payment of $100,000, and a total of 150,000 Options vested in accordance with the terms of his severance agreement.

As indicated above, Mr. Klein does not have an employment agreement with the Corporation and received no compensation for his services other than the granting of Options disclosed herein. In addition, this section of the Circular does not provide any disclosure as it relates to Mr. Lanskey, who was a former director and officer of the capital pool company, The Needle Capital Corp., and ceased to hold such positions upon completion of the Qualifying Transaction.

Termination upon Notice

Each of Messrs. Tolia, Dann and Oberg may terminate his employment agreement upon providing the Corporation with not less than four (4) weeks written notice. The Corporation retains the right (at its option) to accelerate the termination date set out in the written notice by notifying the executive that the Corporation will pay him an aggregate amount equal to:

	TOLIA	DANN	OBERG
Base salary through to last day of notice period	Yes	Yes	Yes

	TOLIA	DANN	OBERG
Business expenses which have not been reimbursed	Yes	Yes	Yes
Value of unused vacation	Yes	Yes	Yes
Participation in benefit plan during notice period	Yes	Yes	Yes

Mr. Flows employment agreement does not provide for a notice period upon Mr. Flow resigning. However, the employment agreement provides that Mr. Flow may resign on notice in the event that his salary is unpaid for four (4) consecutive months, or any failure to pay his regular salary or part thereof is not cured within four (4) months of the date of such failure.

Termination Without Cause

In the case that the Corporation terminates the NEOs employment agreement without cause (as defined in each NEOs respective employment agreement, as applicable), the NEO shall be entitled to receive:

	FLOW	TOLIA	DANN	OBERG
Base salary payment	6 months and no less than min. under applicable employment standards legislation	Notice as required by applicable employment standards legislation and twenty six (26) weeks	12 months	Notice as required by applicable employment standards legislation and three (3) weeks
Annual pro rata bonus payment up to date of termination	N/A	N/A	Pro Rata (if prior annualized bonus paid)	N/A
Business expenses which have not been reimbursed	Yes	Yes	Yes	Yes
Value of unused vacation	Yes	Yes	Yes	Yes
Continued benefits	N/A	N/A	Notice as required by applicable employment standards legislation	N/A
Unvested Options	N/A	If certain market caps achieved, vesting accelerated: $1billion market cap, 1/3 unvested will vest; $2 billion market cap, 2/3 unvested will vest; and $3 billion market cap, all vest.	N/A	N/A

Termination for Cause

In the case that an NEO employment agreement is terminated for cause (as defined in each NEOs employment agreement, as applicable), the NEOs employment with the Corporation shall end immediately and the NEO shall be entitled to:

	FLOW	TOLIA	DANN	OBERG
Base salary up to the date of termination	Yes	Yes	Yes	Yes
Business expenses which have not been reimbursed	Yes	Yes	Yes	Yes
Value of unused vacation	Yes	Yes	Yes	Yes
Any benefits to which he is entitled to and which are unpaid as of the date of termination	Yes	Yes	Yes	Yes

Termination Due to Death

Only Thomas Flows employment agreement contemplates termination due to death. Upon termination due to death, Mr. Flow would be entitled to payment of base salary and benefits through the date of such termination.

Termination Due to Disability

Only Thomas Flows employment agreement contemplates termination due to disability. Upon termination due to disability, Mr. Flow would be entitled to payment of three (3) months base salary and benefits for such three (3) month period.

Change of Control

The employment agreement entered into between the applicable subsidiary of the Corporation and Mr. Dann contains stock option acceleration provisions upon a change of control. In particular, upon a change of control, all unvested Options granted to Mr. Dann shall vest and become immediately exercisable, notwithstanding any contingent vesting provision to which such Options may have otherwise been subject.

SOP and LTIP Change of Control Provisions

SOP Trigger Event

Except as provided for in certain NEO employment agreements, in the case of a potential or actual Trigger Event (as defined in the SOP) the Board may, in its discretion, without the necessity or requirement for the agreement of any optionholder, but subject always to the prior written approval of the TSX-V: (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any option; (ii) permit the conditional exercise of any option, on such terms as it sees fit; (iii) otherwise amend or modify the terms of the option, including for greater certainty permitting optionholders to exercise any option, to assist the optionholder to tender the underlying shares to, or participate in, the actual or potential Trigger Event or to obtain the advantage of holding the underlying shares during such Trigger Event; and (iv) terminate, following the successful completion of such Trigger Event, on such terms as it sees fit, the options not exercised prior to the successful completion of such Trigger Event.

In the event that: (i) an actual or potential Trigger Event is not completed within the time specified therein; or (ii) all of the shares subject to an option that were tendered by an optionholder in connection with an actual or potential Trigger Event are not taken up or paid for by the offeror in respect thereof, then the Board may, in its discretion, without the necessity or requirement for the agreement of any optionholder, permit the shares received upon such exercise, or in the case of subparagraph (ii) above the shares that are not taken up and paid for, to be returned by the optionholder to the Corporation and reinstated as authorized but unissued shares and, with respect to such returned shares, the related options may be reinstated as if they had not been exercised and the terms for such options becoming vested will be reinstated pursuant to the SOP. If any shares are returned to the Corporation, the Corporation will immediately refund the exercise price to the optionholder for such shares.

LTIP Change of Control

Except as provided for in certain executive employment agreements, in the case of a Change of Control (as defined in the LTIP), at the sole discretion of the Board, the Corporation: (i) shall determine the adjustment price, if any, to the number and type of Common Shares (or other securities or other property) that thereafter shall be made subject of and issuable as payment under outstanding RSUs or DSUs; (ii) shall determine the number and type of shares (or other securities or other property) subject to and issuable as payment under outstanding RSUs or DSUs; (iii) shall determine the acquisition price with respect to the settlement or payment of any outstanding RSUs or DSUs; provided, however that the number of Common Shares covered by any RSUs or DSUs or to which such RSUs or DSUs relate shall always be a whole number; and (iv) may convert or exchange for or into any other security or any other property or cash, any outstanding RSUs or DSUs that are still capable of being exercised, upon giving to any such RSU or DSU participant to whom such RSUs or DSUs have been granted at least thirty (30) days written notice of its intention to convert or exchange such RSUs or DSUs and, during such notice period, the RSUs and DSUs may be exercised by any such holder of RSUs or DSUs without regard to any vesting conditions attached thereto, and on the expiry of such period of notice, the unexercised portion of the RSUs or DSUs shall lapse and be cancelled.

In addition to the foregoing, the Board or any company which is or would be the successor to the Corporation or which may issue securities in exchange for Common Shares upon the occurrence of a Change of Control may offer any RSU or DSU holder the opportunity to obtain new or replacement awards for securities into which the Common Shares are changed or are convertible or exchangeable, on a basis proportionate to the number of Common Shares issuable under the outstanding RSUs and DSUs.

The Board may also, in its sole discretion, cancel any or all outstanding RSUs or DSUs and pay to the holders of any such RSUs or DSUs, in cash, the value of such RSUs and DSUs based upon the price per Common Shares received or to be received by other Shareholders in the event of a Change of Control.

Estimated Incremental Payment on Change of Control and/or Termination

The following table provides details regarding the estimated incremental payments by the Corporation to the NEOs indicated below under the above-described agreements in the event of: (i) termination upon notice; (ii) termination without cause; (iii) termination with cause; (iv) termination upon death; (v) termination upon disability; (vi) termination upon change of control (as defined in the applicable employment agreements of the NEOs); and (vii) Trigger Event under the SOP, assuming, in each case, that the event took place on December 31, 2017. For purposes of the table below, Change of Control under the LTIP has not been included, as no RSUs and/or DSUs are issued and outstanding as at the date hereof.

	Event²
	Termination	Termination	Termination	Termination	Termination
	Upon	without	with	Upon	Upon	Change of	Trigger
	Notice	Cause	Cause	Death	Disability	Control	Event¹
Thomas Flow
Severance	-	$120,000	-	-	$60,000	-	-
Deferred
Compensation	-	-	-	-	-	-	-
Other Benefits	-	-	-	-	$345	-	-
Total	-	$120,000	-	-	$60,345	-	-
Vinay Tolia
Severance	-	$120,000	-	-	-	-	$2,944,779
Deferred
Compensation	-	-	-	-	-	-	-
Other Benefits	-	-	-	-	-	-	-
Total	-	$120,000	-	-	-	-	$2,944,779
Alex Dann
Severance	-	$200,000	-	-	-	-	$3,969,000
Deferred
Compensation	-	-	-	-	-	-	-
Other Benefits	-	$115	-	-	-	-	-
Total	-	$200,115	-	-	-	-	$3,969,000
Dr. Lyle Oberg
Severance	-	$16,667	-	-	-	-	$2,112,600
Deferred
Compensation	-	-	-	-	-	-	-
Other Benefits	-	-	-	-	-	-	-
Total	-	$16,667	-	-	-	-	$2,112,600
Steve Klein
Severance	-	-	-	-	-	-	$972,000
Deferred
Compensation	-	-	-	-	-	-	-
Other Benefits	-	-	-	-	-	-	-
Total	-	-	-	-	-	-	$972,000

Notes:
___________________________

¹	The figures in this table assume payment of cash consideration for Options held by the optionees in the event of a Trigger Event, using the closing price of the Common Shares on November 26, 2018 of $3.41 (as the common shares underlying these Options were not listed and trading as at December 31, 2017).

²	The fiscal year end for the capital pool company, The Needle Capital Corp., was June 30. The Needle Capital Corp. was required to file year end June 30, 2018 financial statements, notwithstanding the fact that the Qualifying Transaction closed prior to the financial statement filing requirement. Subsequent to the closing of the Qualifying Transaction, the Corporation changed its year end to December 31, and therefore information relating to the fiscal year end 2018 is not reflected in the table above. The Corporation will be filing year ended December 31, 2018 financial statements in accordance with the applicable filings requirements under applicable securities laws.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

The Board is currently comprised of six (6) Directors. If all of the Director nominees are successfully elected, the Board will consist of four (4) independent Directors. In order to facilitate the exercise of independent judgement in carrying out its responsibilities, the Board will continue to hold in camera meetings of independent Directors after certain meetings of the Board (in particular, meetings relating to the review and approval of quarterly and annual financial statements). The Board has concluded that four (4) of the proposed Directors (being Ms. Basian and Messrs. Shah, Levesque and Teixeira) are independent from management of the Corporation for the purposes of NI 58-101. Messrs. Flow, Tolia, Oberg, Klein and Miller are not considered independent because they are or were previously officers of the Corporation. Mr. Klein was not an employee of the Corporation, but provided services in his capacity as Chief Strategy Officer.

Rishi Shah is expected to be named the Lead Independent Director of the Board subsequent to the Meeting. The Lead Independent Director responsibilities will include leadership of the Board and its efficient and independent organization and operation.

Summary of Director Qualifications and Expertise

Following the Meeting, the Board wills constitute the NCGC to annually conduct a self-assessment of the Boards performance, an assessment of Board members and its committees, with each committee assessing its members, and to recommend to the Board nominees for appointment of new Directors to fill vacancies or meet additional needs of the Board. Through the Board evaluation process and ongoing monitoring of the needs of the Corporation, desired expertise and skill sets are identified and individuals that possess the required experience and skills are contacted by the Corporation. Prospective new Director nominees are intended to be interviewed by the Chair of the NCGC, the Lead Independent Director, Chairman and the CEO and considered by the entire NCGC for recommendations to the Board as potential nominee Directors.

The matrix below illustrates the mix of experience, knowledge and understanding possessed by the members or prospective members of the Board in the categories that are relevant to the Corporation that enable the Board to better carry out its fiduciary responsibilities.

	THOMAS FLOW	STEVE KLEIN	DAVID MILLER	VINAY TOLIA	DR. LYLE OBERG	RISHI SHAH	KAREN BASIAN	DR. J. ANDRÉ DE BARROS TEIXEIRA	MAURICE LEVESQUE
Accounting		✔	✔				✔
Corporate Finance / M&A	✔	✔	✔	✔	✔		✔		✔
Executive Leadership	✔	✔		✔	✔	✔	✔	✔	✔
Economics / Business	✔	✔	✔	✔	✔	✔	✔	✔	✔
Financial Literacy		✔	✔	✔	✔	✔	✔	✔	✔
Governance					✔		✔	✔	✔
Government / Regulatory	✔				✔				✔
HR & Compensation						✔	✔	✔
Industry Experience	✔	✔	✔	✔	✔			✔
International Business					✔		✔	✔
Legal		✔	✔
Risk Management					✔				✔
Strategic Planning	✔	✔	✔	✔	✔	✔	✔	✔	✔

Mandate of the Board of Directors

The Board does not have a written mandate. The duties and responsibilities of the Board are to supervise the management of the business and affairs of the Corporation, and to act with a view towards the best interests of the Corporation. The Board is responsible for the oversight and review of:

•	the strategic planning process of the Corporation;

•	identifying the principal risks of the Corporations business and ensuring the implementation of appropriate systems to manage these risks;

•	succession planning, including appointing, training and monitoring senior management;

•	a communications policy for the Corporation to facilitate communications with investors and other interested parties; and

•	the integrity of the Corporations internal control and management information systems.

The Board discharges its responsibilities directly and through its committees, currently consisting of the Audit Committee. Subsequent to the Meeting, the HRCC and NCGC will be constituted to assist the Board in discharging its duties.

The Board and the Co-Chief Executive Officers have not developed a written position description for the Chief Executive Officer positions. The Co-Chief Executive Officers report to and are subject to the general direction of the Board pursuant to the executive employment agreement between the Corporation and Messrs. Flow and Tolia. The Chief Executive Officers duties include overseeing the day-to-day operations of the Corporation, strategic planning and business development.

The Board has developed formal charters for each Committee. Copies of the Committee charters will be located on the Corporations website at www.flowr.ca, which are not incorporated by reference into this Circular.

Meetings of the Board of Directors

The Board meets at least once each quarter, with additional meetings held when appropriate. Meetings of the Board may be held in person and by teleconference or other electronic means, as needed to discharge its responsibilities. Independent Directors meet in camera without non-independent Directors or management present on an as-needed basis (particularly with respect to meetings related to the review and approval of quarterly and annual financial statements). Board members are expected to attend all Board meetings and meetings of committees on which they serve.

The following table provides the record of attendance of each member of the Board for all meetings of the Board and each committee, which were held since the completion of the Qualifying Transaction on September 21, 2018, but does not include matters approved by way of written resolution. The first formal meeting of the Board is expected to take place November 28, 2018, which is after the date of this Circular.

			Audit
	Board		Committee
	Meetings²		Meetings		Overall
Director¹	#	%	#	%	#	%
David Towill³	N/A	N/A	N/A	N/A	N/A	N/A
Steve Klein⁴	N/A	N/A	N/A	N/A	N/A	N/A
David Miller⁵	N/A	N/A	N/A	N/A	N/A	N/A
Thomas Flow	N/A	N/A	N/A	N/A	N/A	N/A
Dr. Lyle Oberg	N/A	N/A	N/A	N/A	N/A	N/A
Vinay Tolia⁶	N/A	N/A	N/A	N/A	N/A	N/A
Rishi Shah⁷	N/A	N/A	N/A	N/A	N/A	N/A

Notes:
________________________________________________

¹	Ms. Basian and Messrs. Levesque and Teixeira are standing for election at the Meeting, and are not currently members of the Board. In addition, the table above provides information for board and committee attendance subsequent to the completion of the Qualifying Transaction, as it provide a more accurate description of the activities of the Board subsequent to the closing of the Qualifying Transaction.
²	This table does not reflect matters passed by the Board by way of written resolution, and does not include meetings of the HRCC and NCGC as it is expected that the first meetings of those committees will occur subsequent to the Meeting.



³	Attendance records for Mr. Towills participation in Board and Audit Committee meetings relate only to the period prior to Mr. Towills resignation as a Director on October 26, 2018. Mr. Towill was a member of the Audit Committee until October 26, 2018. No meetings of the Audit Committee and Board were held in 2018 prior to October 26, 2018.
⁴	Mr. Klein was a member of the Audit Committee from October 26, 2018. Attendance records for Mr. Kleins participation in Audit Committee meetings relate only to the period between October 26, 2018 and November 26, 2018. If Ms. Basian and Mr. Levesque are elected to the Board at the Meeting, it is expected that Mr. Klein will step down from the Audit Committee and be replaced by these nominee Directors.
⁵	Mr. Miller was a member of the Audit Committee from September 21, 2018. Attendance records for Mr. Millers participation in Audit Committee meetings relate only to the period between September 21, 2018 and November 26, 2018. If Ms. Basian and Mr. Levesque are elected to the Board at the Meeting, it is expected that Mr. Miller will step down from the Audit Committee and be replaced by these nominee Directors.
⁶	Mr. Tolia was appointed to the Board on October 26, 2018. Attendance records for Mr. Tolias participation in Board meetings relate only to the period subsequent to October 26, 2018.
⁷	Mr. Shah is the Audit Committee Chair. If Ms. Basian is elected to the Board at the Meeting, it is expected that Mr. Shah will step down as the Chair of the Audit Committee and be replaced by Ms. Basian as Audit Committee Chair. Mr. Shah is expected to remain on the Audit Committee.

Board Renewal and Term Limits

The Corporation has not adopted a formal policy on Director term limits. It has been the Corporations practice to elect Directors on an annual basis to hold office until a successor is appointed or until the conclusion of the next annual meeting of Shareholders. Management believes that the current approach allows the Corporation to undergo Board renewal as necessary. In addition, the Corporation relies on its current Director nominee selection process, in addition to the Corporations various policies (as described below), when selecting Director nominees for election to the Board on an annual basis.

Independence of the Board

For the purposes of NI 58-101, an independent director is a director who has no direct or indirect material relationship with the Corporation. A material relationship is in turn defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with such members independent judgment. In determining whether a particular Director is an independent director or a non-independent director, the Board considers the factual circumstances of each Director in the context of these guidelines.

The Board is currently comprised of six (6) members, one of which is an independent director for the purposes of NI 58-101. The one independent Director is Rishi Shah. Messrs. Flow, Klein, Miller, Tolia and Oberg are not independent for the purposes of NI 58-101 due to being, or having been, a member of the Corporations management team. Mr. Klein is not an employee of the Corporation, but provided services as the Chief Strategy Officer. If elected to the Board at the Meeting, Ms. Basian and Messrs. Shah, Levesque and Teixeira will be independent directors for the purposes of NI 58-101.

Chairman and Lead Independent Director

The roles of the Chairman and CEOs are separated. In addition, subsequent to the Meeting it is expected that the Board will appoint Rishi Shah as Lead Independent Director. The Lead Independent Director will be independent and with the assistance of the Chairman will be responsible for the management, development and effective functioning of the Board and provide leadership in every aspect of its work. The Lead Independent Directors key responsibilities will include setting the Board meeting agenda in consultation with the Chairman and CEOs and chairing all Board meetings with the Chairman. In the absence of the Lead Independent Director, one of the other independent Directors will assume the responsibilities of the Lead Independent Director. The Lead Independent Director will provide leadership to the Directors and ensures the Board is independent from management. The Lead Independent Director and each committee can also engage outside consultants without consulting management. This helps ensure they receive independent advice as they feel necessary.

Committee Composition

There is currently one standing committee of the Board, being the Audit Committee. Subsequent to the Meeting the HRCC and the NCGC are expected to be formed. Currently only Rishi Shah is an independent member of the Board and Audit Committee. Subsequent to the Meeting, it is expected that all three committees will be comprised solely of independent Directors.

Committee chairs are responsible for the effective organization and operation of the relevant committee he or she chairs and is required to provide leadership in discharging the mandate set out in the committee charter. The chair also acts as primary liaison between the relevant committee and the Corporations management where necessary. The chair of each committee reports directly to the Board.

The Board intends to review the composition of the Audit Committee, HRCC and the NCGC subsequent to the Meeting. Any changes in membership of the committees will be disclosed by the Corporation at the appropriate time.

Succession Planning

The NCGC and HRCC (with the advice of the Chairman and CEOs) will have primary oversight of succession planning for senior management, the performance of the CEOs, and the CEOs assessments of the other senior officers. The Board, as a whole, conducts reviews of succession options relating to senior management positions as required.

The independent Directors are expected to participate in the assessment of the CEOs performance every year. The Board approves all NEO appointments.

Selection of New Board Members

Subsequent to the Meeting, it is expected that the NCGC will consider candidates for Board membership who are suggested by members of the committee, other Board members, members of management and Shareholders as well as outside consultants retained specifically for the purpose of identifying Board candidates. Once the NCGC has identified prospective nominees for directorship, the Board will be responsible for selecting such candidates. The NCGC will seek to identify Director candidates with solid business and other appropriate experience and expertise, having regard to the nature of the Corporations business and the current composition of the Board, and commitment to devoting the time and attention necessary to fulfill their duties to the Corporation.

The NCGC, once formed, it expected to consider the following general factors in evaluating a prospective candidate to the Board, which include (i) the extent to which the candidate will enhance the objective of having Directors with diverse viewpoints, and (ii) backgrounds, experience, expertise, skills and other demographics of Director candidates. The Corporation believes that the backgrounds and qualifications of its Directors, considered as a group, should provide a mix of skills, experience, and knowledge, which will ensure that the Board is able to continue to fulfill its responsibilities. The NCGC will also consider the independence of Directors and proposed Directors. The Corporation has not adopted a formal policy on term limits for its Directors, as it believes the process proposed to be used by the NCGC, once formed, in selecting appropriate nominees for election to the Board on an annual basis will ensure that the Board undergoes regular renewal, as necessary.

Assessments and Performance Reviews

The Board, on an annual basis, is expected to receive a recommendation from the NCGC for assessing the performance and effectiveness of the Board, its committees and the individual Directors. In order to facilitate this, the NCGC, once formed, will be responsible for developing and recommending to the Board a process for assessing criteria that considers the solicitation and receipt of comments from any Directors and the competencies and skills each Director is expected to bring to the Board.

Each individual committee and the Board, in the assessment process to be overseen by the NCGC (as described above), will assess its own performance and that of the individual Directors of which each is comprised, as well as each committees own respective charter.

Orientation and Education

The NCGC, once formed, is expected to develop, recommend and oversee the Boards orientation program for new Directors. This program will be designed to assist new Directors to understand the role of the Board and its committees, the contribution individual Directors are expected to make to the Corporation (including the commitment of time and energy that the Corporation expects) and the nature and operation of the Corporations business. In addition, new Directors are oriented to the roles of the Board, individual Directors and the business and affairs of the Corporation through discussions with the Corporations management and the incumbent Directors and by periodic presentations from senior management on major business, industry and competitive issues. Management, along with Board advisors, provide information to the Board and its committees as necessary to keep the Directors up-to-date with corporate governance requirements and best practices, the Corporation and its business and the environment in which it operates, as well as developments concerning the responsibilities of Directors.

The Board currently does not provide continuing education for its Directors. The Directors are encouraged to attend industry and governance related education sessions independently to ensure they are abreast of emerging trends impacting the Corporation. By using a Board composed of experienced professionals with a wide range of financial and industry expertise, the Corporation ensures that the Board operates effectively and efficiently.

Code of Business Conduct and Ethics

The Board has adopted a written Code of Business Conduct and Ethics (Code). The Code is applicable to all Directors, officers and employees of the Corporation, as well as consultants and contract workers who perform work on behalf of the Corporation. The Code constitutes written standards that are designed to promote integrity and to deter wrongdoing. In particular, the Code addresses the following issues:

•	compliance with laws, rules and regulations	•	protection and proper use of corporate assets and opportunities

•	conflicts of interest	•	confidentiality of company information

•	fair dealing	•	disclosure matters

•	reporting of any breaches of company policies and applicable laws

Interested parties may request a copy of the Code by writing to the Chief Financial Officer, at 201-100 Allstate Pkwy, Markham, Ontario, L3R 6H3 or may obtain a copy under the Corporations profile on SEDAR, online at www.sedar.com.

In keeping with the reporting requirements contained within the Code, employees are encouraged to report any instance of non-compliance with the Code to the CEO or CFO and in certain instances the Audit Committee. The Board periodically reviews the Corporations policies, including the Code and may revise and update the Code on an annual basis. All new Directors, officers and employees of the Corporation and any subsidiaries, as well as consultants and contract workers who perform work on behalf of the Corporation, are advised of the Code and its importance.

The Corporation is governed by the provisions of the OBCA. Pursuant to the OBCA, a Director or officer of the Corporation must disclose in writing or by requesting that it be entered in the minutes of meetings of the Board, the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, with the Corporation, if the Director or officer: (a) is a party to the contract or transaction; (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or (c) has a material interest in a party to the contract or transaction. The interested Director cannot vote on any resolution to approve the contract or transaction, subject to certain limited exceptions.

Committees of the Board

Audit Committee

The Audit Committee is currently comprised of three directors of the Corporation, Messrs. Shah (Chair), Klein and Miller. All members of the Audit Committee are financially literate for purposes of National Instrument 52-110 Audit Committees (NI 52-110). Mr. Shah is independent for purposes of NI 52-110. Mr. Klein became a member of the Audit Committee for an interim period from October 26, 2018 to the Meeting date, due to the resignation of Mr. Towill. If elected at the Meeting, Ms. Basian (to assume Chair) and Mr. Levesque will be appointed to the Audit Committee to replace Messrs. Miller and Klein, and therefore the Audit Committee will be comprised of all independent Directors for the purposes of NI 52-110.

The responsibilities and operation of the Audit Committee are set out in the Corporations Audit Committee Charter, the text of which is included as Appendix J hereto. The Corporation is a venture issuer as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Parts 3 (Composition of Audit Committee) and 5 (Reporting Obligations). In addition, as a result of the resignation of Mr. Towill from the Board, the Corporation has relied on the exemption in subsection 6.1.1(6) of NI 52-110.

The relevant education and experience of each member of the Audit Committee, and proposed members of the Audit Committee subsequent to the Meeting, is provided above, under the heading Director Nominees of The Flowr Corporation.

The Audit Committee has the authority to pre-approve non-audit services which may be required from time to time, as set forth in the Audit Committee charter.

In accordance with NI 52-110, the Audit Committee will, from time to time, implement and oversee procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. In this regard, the Corporation has established a reporting policy, which is contained within the Code.

The following table sets forth the fees paid by the Corporation to its auditor for services rendered during the fiscal years ended June 30, 2017 and 2016, which was the Corporations previous year end. Subsequent to the closing of the Qualifying Transaction, the Corporations year end was changed to December 31.

Firm	Fiscal Year²	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees	Total
MNP LLP¹	2017 2016	$51,000 -	$7,500 -	$27,000 -	$110,501 -	$196,001 -

Notes:
_________________________________

1	The fees reflected in the above table are the fees incurred by The Needle Capital Corp. prior to the completion of the Qualifying Transaction and also include fees incurred by The Flowr Corporation, the private corporation, that completed the Qualifying Transaction with The Needle Capital Corp., as MNP LLP acted as auditor for both entities. The audit fees for the Corporation for the year end December 31, 2018, will be included in the Corporations proxy circular expected to be filed in 2019.
2	The fiscal year end for the capital pool company, The Needle Capital Corp., was June 30. The Needle Capital Corp. was required to file year end June 30, 2018 financial statements, notwithstanding the fact that the Qualifying Transaction closed prior to the financial statement filing requirement. Subsequent to the closing of the Qualifying Transaction, the Corporation changed its year end to December 31, and therefore information relating to the fiscal year end 2018 is not reflected in the table above. The Corporation will be filing year ended December 31, 2018 financial statements in accordance with the applicable filings requirements under applicable securities laws.

Nominating and Corporate Governance Committee

The NCGC is expected to be formed subsequent to the Meeting and is expected to be comprised of three members, Ms. Basian and Messrs. Shah and Levesque. The relevant education and experience of each proposed member of the NCGC is provided above, under the heading Director Nominees of The Flowr Corporation. If elected at the Meeting, Ms. Basian and Messrs. Shah and Levesque will be appointed to the NCGC, and therefore the NCGC will be comprised of all independent Directors for the purposes of NI 58-101.

The NCGC will oversee the Corporations approach to corporate governance matters. A copy of the NCGCs Charter will be located on the Corporations website at www.flowr.ca, which is not incorporated by reference herein.

The mandate of the NCGC includes:

✔	identifying qualified individuals to serve as members of the Board, including incumbent Directors;

✔	recommending candidates for election or re-election, including persons to fill newly created Director positions or Board vacancies;

✔	recommending Directors for committee membership;

✔	leading the Board in its annual self-evaluation;

✔	orienting and developing Board members; and

✔	developing and monitoring the Corporations corporate governance guidelines.

✔	Any recommendation made by the NCGC will be presented to the Board for approval to ensure additional oversight of the process.

Human Resources and Compensation Committee

The HRCC is expected to be formed subsequent to the Meeting and is expected to be comprised of three members, Ms. Basian and Messrs. Shah and Levesque. If elected at the Meeting, Ms. Basian and Messrs. Shah and Levesque will be appointed to the HRCC, and therefore the HRCC will be comprised of all independent Directors for the purposes of NI 58-101.

The members of the Committee will be appointed annually by the Board, and each member of the Committee will serve at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board. In addition to the education and experience of each proposed member of the HRCC provided above, under the heading “Director Nominees of The Flowr Corporation”, the proposed members of the HRCC have the following (i) direct experience relevant to their responsibilities on the HRCC in determining executive compensation and (ii) skills and experience that enable the HRCC to make decisions on the suitability of the Corporations compensation policies and practices:

•	Ms. Basian: as CFO and SVP Operations at 724 Solutions (SVNX:TO) Ms. Basian led Human Resources. She is also currently the Chairman of the Human Resources & Compensation Committee of goeasy (GSY:TO);

•	Mr. Levesque: is currently a member of the board of directors of Imperial Ginseng Products Ltd. (TSX-V) and Bluewater Acquisition Corp. (TSX-V), where matters relating to executive compensation are addressed and reviewed. Mr. Levesque is also the Chairman and Chief Executive Officer of Qwest Investment Management Corp., where Mr. Levesque has direct oversight over compensation related matters; and

•	Mr. Shah: has had direct oversight over compensation related matters in many of the organizations he is involved in (as further described above under the heading Director Nominees of The Flowr Corporation) where he has made compensation recommendations to the board or served on a compensation committee.

Although the HRCC is expected to be comprised entirely of independent Directors, any recommendations of the HRCC must be approved by the Board to ensure an objective process for determining the compensation of its Directors and NEOs.

A copy of the HRCC Charter will be located on the Corporations website at www.flowr.ca, which is not incorporated by reference herein. To fulfil its responsibilities and duties in developing the Corporations approach to compensation issues, the HRCC shall:

✔	Review and approve corporate goals and objectives relevant to compensation of the CEOs and evaluate the performance of the CEOs in light of these corporate goals and objectives.

✔	Review corporate goals and objectives relevant to compensation of the NEOs (other than the CEOs), and other direct reports of the CEOs, as approved by the CEOs and receive a report annually from the CEOs of the performance those NEOs and other direct reports against such corporate goals and objectives.

✔	Ensure that the Corporations security-based compensation plans and all amendments to such plans which require the approval of the Shareholders are approved by the Board and by Shareholders, as may be required.

✔	Approve and evaluate performance measures for executive incentive plans.

✔	Review any proposed disclosure of executive compensation. Without limiting the foregoing, annually review any report on executive compensation (including any discussion or analysis thereof) and recommend to the Board that it be included in the Corporations annual report, management information circular or other documents prepared for an annual meeting of Shareholders.

Position Descriptions

The Board has not developed written position descriptions for the Chairman, the Lead Independent Director or the chairs of the committees of the Board. The responsibilities of the Chairman and the Lead Independent Director include leadership of the Board and its efficient organization and operation.

Each committee chair is responsible for the effective organization and operation of the relevant committee he or she chairs and is required to provide leadership in discharging the mandate set out in the committee charter. The chair also acts as primary liaison between the relevant committee and the Corporations management where necessary. The chair of each committee reports directly to the Board.

Timely Disclosure, Confidentiality and Insider Trading Policy

The Board has adopted a Timely Disclosure, Confidentiality and Insider Trading Policy designed to promote consistent disclosure practices aimed at informative, timely and broadly disseminated disclosure of material information to the public in accordance with all applicable legal and regulatory requirements. It is applicable to all persons in a special relationship with the Corporation. The Timely Disclosure, Confidentiality and Insider Trading Policy prohibits selective disclosure of material information regarding the Corporation or its business. In addition, the Timely Disclosure, Confidentiality and Insider Trading Policy addresses securities trading matters, and provides for trading blackout periods and quiet periods.

Directors and Officers Liability Insurance

The Corporation annually renews and purchases insurance coverage for Directors and Officers liability. The current term (September 20, 2018 to September 20, 2019) premium of approximately $136,500 covers Directors and officers liability for an aggregate limit as set forth in the policy. The policy provides for deductibles ranging from $nil to $25,000 depending upon the nature of the claim. There is no deductible for any claim made by a Director or officer when indemnification has not been granted. This premium is paid entirely by the Corporation.

The Corporation indemnifies Directors and officers of the Corporation (Indemnified Persons) for the full amount of any cost reasonably incurred by an Indemnified Person in connection with any proceeding that may be made or asserted against or affect an Indemnified Person or in which an Indemnified Person is required by law to participate or in which an Indemnified Person participates at the request of the Corporation if it relates to, arises from or is based on an Indemnified Persons service in an indemnified capacity.

AUDITOR

Flowr’s current auditors are MNP, LLP, Chartered Professional Accountants, 50 Burnhamthorpe Road West, Suite 900, Mississauga, Ontario L5B 3C2. MNP LLP, Calgary, Alberta was first appointed auditors of The Needle Capital Corp. on November 3, 2016 and MNP, Mississauga, Ontario were appointed auditors of The Flowr Corporation, the private company that completed the Qualifying Transaction with The Needle Capital Corp., on January 24, 2018.

MANAGEMENT CONTRACTS

The management functions of the Corporation are not to any substantial degree performed other than by the Directors and officers of the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporations profile on SEDAR, online at www.sedar.com. Financial information relating to the Corporation is provided in the annual financial statements and the accompanying managements discussion and analysis for the Corporations most recently completed financial year. Copies of the annual financial statements and the related managements discussion and analysis for the most recently completed financial year are available to anyone, upon request to the Chief Financial Officer of the Corporation at 201-100 Allstate Pkwy, Markham, Ontario, L3R 6H3, and without charge to Shareholders, and are also available under the Corporations profile on SEDAR, online at www.sedar.com.

DIRECTORS APPROVAL

The contents of this Circular and its sending to Shareholders have been approved by the Board.

Dated this 26^th day of November, 2018.

BY ORDER OF THE BOARD OF DIRECTORS OF THE FLOWR CORPORATION

<Signed> “Steve Klein”
By:
	Name:	Steve Klein
	Title:	Chairman and Chief Strategy Officer

APPENDIX A - STOCK OPTION PLAN, AS AMENDED

AMENDED AND RESTATED

STOCK OPTION PLAN

The Flowr Corporation (the Corporation) hereby adopts this Amended and Restated Stock Option Plan (the Plan) for Eligible Participants of the Corporation and its Subsidiaries.

ARTICLE 1
PURPOSE

The purpose of the Plan is to attract, retain and motivate Eligible Participants, and to advance the interest of the Corporation and its Subsidiaries by affording such Eligible Participants with the opportunity through share options to acquire an increased proprietary interest in the Corporation.

ARTICLE 2
INTERPRETATION

2.1

Definitions

In this Plan, the following terms have the following meanings:

	(a)	Applicable Laws means the requirements relating to the establishment and operation of stock option plans and the issue and/or transfer of shares under any applicable securities and other laws or any order, policy, by-law, rule or regulation of any regulatory body or stock exchange (including but not limited to the TSXV) having jurisdiction or authority over the securities of the Corporation or its Subsidiaries or the Plan, in any country or jurisdiction in which Options are granted to Optionees and/or in which Optionees reside at the date of exercise of their Options;

	(b)	Blackout Period means the blackout period of the Corporation pursuant to the Corporations policies during which the trading of Shares is prohibited;

	(c)	Board means the Board of Directors of the Corporation;

	(d)	Business Day means any day other than a Saturday or Sunday on which banks are open for business in the city of Toronto, Ontario;

	(e)	Cause means (i) any act or omission of the Optionee which, pursuant to Applicable Laws constitutes a serious reason for termination of employment or services; or (ii) as specified in such Optionees employment or services agreement with the Corporation or a Subsidiary;

	(f)	Eligible Participant means (subject to any Applicable Laws) a full-time or part- time employee of the Corporation or a Subsidiary, director, officer, consultant or advisor of the Corporation or a Subsidiary (for so long as such Person holds any such position, excluding any period of statutory, contractual or reasonable notice of termination of employment or deemed employment), and the Corporation and the Eligible Participant are responsible for ensuring and confirming that the Eligible Participant is a bona fide Eligible Participant; provided, however, that a consultant or advisor shall not be an Eligible Participant unless such consultant or advisor is an individual that provides bona fide services to the Corporation and such services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for Corporations securities.

- 2 -

	(g)	Flowr ULC Shares means the class A preferred shares in the capital of The Flowr Canada Holdings ULC, a subsidiary of the Corporation, exchangeable for Class B preferred shares in the capital of the Corporation (or following completion of the Transaction, common shares in the capital of The Needle Capital Corp.) at any time at the option of the holder;

	(h)	Good Reason means any of the following that results in the Optionees voluntary resignation of employment or services within 30 days of the occurrence thereof: (a) a reduction by the Corporation of at least 20% in the Optionees annual base salary or other annual remuneration, or (b) a breach by the Corporation of any material obligation under any employment or services agreement with an Optionee, as applicable, that remains not remedied 10 days after the Optionee provides written notice thereof to the Corporation, or (c) a change by the Corporation in the Optionees principal work or services location more than 100 kilometers; provided, that in no event will the Optionee be deemed to have resigned for Good Reason unless: (i) the action described in the preceding clause (a) or (c), as applicable, was performed without the consent of the Optionee; (ii) the Optionee has given written notice to the Corporation stating that he/she is invoking a Resignation for Good Reason, stating the specific circumstances the Optionee claims to constitute Good Reason; and (iii) the Corporation fails to reasonably cure such circumstances within 10 days following receipt of such notice;

	(i)	Incapacity means any medical condition whatsoever (including physical or mental illness) which leads to the Optionees absence from his job function for a continuous period of six months without the Optionee being able to resume functions on a full time basis at the expiration of such period and which, in light of the position held by the Optionee, the Board determines would cause undue hardship to the Corporation which cannot be accommodated; and unsuccessful attempts to return to work for periods of less than 15 days shall not interrupt the calculation of such six month period;

	(j)	Insider has the meaning ascribed thereto pursuant to the rules and regulations of the TSXV;

	(k)	Market Price means:

(i)

the closing price of the Shares on the TSXV or such other stock exchange on which the Shares may then be listed and primarily traded on the Business Day prior to the date the Option is granted or prior to the date of the applicable event for which pricing is required herein, as applicable, or such other price as is permitted pursuant to the rules and regulations of the TSXV or such other stock exchange on which the Shares may then be listed and primarily traded; or

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(ii)

if the Shares or any other security in respect of which a determination of Market Price is being made are not listed on any stock exchange, the Market Price shall be determined by the Board, acting reasonably and in good faith, which determination shall be conclusive;

	(l)	Option means the right to purchase Shares granted under the Plan pursuant to the terms and conditions of an Option Certificate;

	(m)	Optionee means an Eligible Participant who holds Options granted under the Plan pursuant to an Option Certificate;

	(n)	Option Certificate means the certificate issued by the Corporation evidencing the grant of an Option to an Eligible Participant and the terms and conditions of such Option substantially in the form of Schedule 4.4 hereto;

	(o)	Option Price means the purchase price per Optioned Share determined in accordance with Section 5.1;

	(p)	Optioned Shares means the Shares which may be purchased by an Optionee pursuant to an Option;

	(q)	Person means a natural person, partnership, limited partnership, limited liability partnership, a corporation, joint stock company, trust, estate, unincorporated association, joint venture or other entity or governmental entity, and pronouns have a similarly extended meaning;

	(r)	Plan means this Amended and Restated Stock Option Plan;

	(s)	Shareholder means a holder of Shares;

	(t)	Shares means the common shares in the capital of the Corporation or, in the event of any adjustment contemplated by Section 3.2, the shares or other securities in the capital of the Corporation or other Person to which an Optionee may be entitled upon the exercise of any Options pursuant to such adjustment;

	(u)	Subsidiary has the meaning set forth in the Business Corporations Act (Ontario);

	(v)	Termination Date means the date on which an Optionee ceases to be an Eligible Participant as a result of a termination of employment or services with the Corporation or a Subsidiary for any reason, including death, Incapacity, retirement, resignation (with or without Good Reason) or Cause. For the purposes of the Plan, an Optionees employment with, or provision of services to, the Corporation or a Subsidiary shall be considered to have terminated, (i) in the case of death, retirement, resignation (with or without Good Reason) or Cause, effective on the last day of the Optionees actual and active employment with, or provision of services to, the Corporation or a Subsidiary whether such day is selected by agreement with the individual, unilaterally by the Corporation or the Subsidiary and whether with or without advance notice to the Optionee, or (ii) in the case of an Incapacity of the Optionee, the effective date of termination as specified in the written notice from the Corporation or its Subsidiary to such Optionee. For the avoidance of doubt, no period of notice or pay in lieu of notice that is given or that ought to have been given under applicable laws in respect of such termination of employment that follows or is in respect of a period after the Optionees last day of actual and active employment shall be considered as extending the Optionees period of employment for the purposes of determining his entitlement under the Plan;

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	(w)	Transaction means the series of transactions through which the businesses of The Flowr Corporation and The Needle Capital Corp. will be combined pursuant to the business combination agreement dated August 27, 2018 between the Corporation and The Needle Capital Corp.;

	(x)	Trigger Event means: (a) the sale by the Corporation of all or substantially all of its assets; (b) the acceptance by the Shareholders, representing in the aggregate fifty percent (50%) or more of all of the issued Shares, of any offer, whether by way of a takeover bid or otherwise, for all or any of the outstanding Shares; (c) the acquisition, by whatever means, by a person (or two or more persons who, in such acquisition, have acted jointly or in concert or intend to exercise jointly or in concert any voting rights attaching to the Shares acquired), directly or indirectly, of beneficial ownership of such number of Shares or rights to Shares, which together with such persons then- owned Shares and rights to Shares, if any, represent (assuming the full exercise of such rights) fifty percent (50%) or more of the combined voting rights attached to the then-outstanding Shares; (d) the entering into of any agreement by the Corporation to merge, consolidate, restructure, amalgamate, initiate an arrangement or be absorbed by, into or with another corporation; (e) the passing of a resolution by the Board or Shareholders to substantially liquidate the assets of the Corporation or wind up the Corporations business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation, winding-up or re-arrangement (except where such re- arrangement is part of a bona fide reorganization of the Corporation in circumstances where the business of the Corporation is continued and the shareholdings remain substantially the same following the re-arrangement); or (f) the circumstance in which individuals who were members of the Board immediately prior to a meeting of the Shareholders involving a contest for the election of directors no longer constitute a majority of the Board following such election; and

	(y)	TSXV means the TSX Venture Exchange, or any primary successor exchange on which the Shares are posted for trading.

2.2

Gender and Number

Any reference in this Plan to gender shall include all genders and words importing the singular number only shall include the plural and vice versa.

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2.3

Headings

The division of the Plan into subsections and clauses and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the plan.

2.4

Schedules

The schedules and appendices to the Plan form an integral part of the Plan and any reference to the Plan herein shall include reference to such schedules and appendices, as applicable.

ARTICLE 3
SHARES RESERVED FOR ISSUANCE

3.1

Maximum Shares Reserved

Subject to adjustment as provided under Section 3.2, the maximum number of Shares issuable upon the exercise of all Options granted under the Plan shall not exceed, in the aggregate, 10% of the issued and outstanding a) common shares of the Corporation and b) Flowr ULC Shares, from time to time. For purposes of clarity, the maximum number of Shares reserved and set aside for issue under this Plan and under Flowrs long-term incentive plan shall not exceed 20% of the Shares and Flowr ULC Shares. Options shall not be granted under the Plan for a number of Shares in excess of the maximum number of Shares reserved for issuance. Notwithstanding the foregoing, and subject to Applicable Law, if any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares in respect of the Option that has expired or terminated shall again be available for issuance under the Plan.

3.2

Adjustment of Options

The existence of any Options does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporations capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this section would have an adverse effect on this Plan or any Option granted hereunder.

If there is a change in the outstanding Shares by reason of any stock dividend or split, recapitalization, reclassification, amalgamation, consolidation, combination or exchange of shares, or other corporate change, the Board shall make, subject where required to the prior approval of the TSXV, appropriate substitution or adjustment in (a) the number or kind of Shares or other securities reserved for issuance pursuant to the Plan, and (b) the number and kind of Shares or other securities subject to unexercised Options theretofore granted and in the exercise price of such securities.

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No fractional Shares shall be issued upon the exercise of an Option. If, as a result of any adjustment under this Section 3.2 an Optionee would be entitled to a fractional Share, the Optionee shall have the right to acquire only the adjusted number of full Shares rounded down to the next full Share and no payment or other adjustment shall be made with respect to the fractional Shares so disregarded.

ARTICLE 4
GRANT OF OPTIONS

4.1

Grant of Options

The Corporation may grant to any Eligible Participants designated by the Board one or more Options at an Option Price over such whole number of Optioned Shares as the Board decides.

4.2

Period for granting Options

Subject to Applicable Law, Options may be granted at any time that the Board thinks appropriate except that no Option shall be granted after the termination of the Plan or at any time when any Eligible Participant is prohibited from being granted an Option under any dealing restrictions contained in any Applicable Laws to which the Corporation and/or the Eligible Participant is subject.

4.3

Approvals and Consents

The grant of an Option will be subject to obtaining any approval or consent required under the provisions of any Applicable Laws.

4.4

Option Certificate

Each Option granted by the Board shall be evidenced by an Option Certificate between the Optionee and the Corporation substantially in the form attached as Schedule 4.4 with such amendments as are approved by the Board, or such other form as may be acceptable to the Board, which shall be subject to the terms and conditions of the Plan and to such other terms and conditions as set out in the Option Certificate as the Board may deem appropriate.

4.5

Options Personal to Optionee

An Option is personal to the Optionee to whom it is granted. Except to the extent specifically authorized by the Board or contemplated herein, an Option, part of an Option or any rights in respect of an Option may not be sold, transferred, assigned, pledged, hypothecated, charged or otherwise encumbered or disposed of. Option(s) held by an Optionee may be transmitted to the administrator, liquidator or executor of the Optionees estate. Options shall not be assignable or transferable by the Optionee, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased Optionee.

4.6

Disclaimer of Options

An Optionee may disclaim an Option, in whole or in part, in writing to the Corporation within 30 days after the Date of Grant. No consideration will be paid for the disclaimer of an Option. To the extent that an Option is disclaimed it will be deemed never to have been granted.

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4.7

Listing Conditions

Each Option is subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Optioned Shares upon any securities exchange or under any Applicable Law, or the consent or approval of any securities exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the exercise of such Option or the issuance or purchase of Optioned Shares thereunder, such Option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Furthermore, as a condition of receiving any Option, the Optionee agrees to comply with all Applicable Laws and agrees to furnish to the Corporation all information and undertakings as may be required to permit compliance with such Applicable Laws. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

4.8

Limitations on Option Grants

Notwithstanding any other provision of this Plan, unless disinterested Shareholder approval is obtained in accordance with the policies of the TSXV, the aggregate number of Options:

	(a)	granted to any one Eligible Participant in a 12 month period shall not exceed 5% of the issued and outstanding Shares and Flowr ULC Shares;

	(b)	granted to any one Eligible Participant that is a consultant of the Corporation or a Subsidiary in a 12 month period shall not exceed 2% of the issued and outstanding Shares and Flowr ULC Shares;

	(c)	granted to all Persons retained to provide investors relations activities in a 12 month period shall not exceed 2% of the issued and outstanding Shares and Flowr ULC Shares;

	(d)	granted to all Persons retained to provide investors relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than 1\4 of the options vesting in any 3 month period; and

	(e)	granted to the Insiders of the Corporation as a group shall not exceed 10% percent of the issued and outstanding Shares and Flowr ULC Shares.

4.9

Hold Period

All Options granted hereunder may be subject to and legended with a four month hold period commencing on the date the Options were granted pursuant to the rules of the Exchange and applicable securities laws. Without limiting the generality of the foregoing, in the event that Options are granted to officers or directors, or at a discount to Market Price as permitted by the TSXV, the following legend will appear on the Option Certificate:

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WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE GRANT DATE]

ARTICLE 5
OPTION PRICE

5.1

Option Price

The Option Price per Optioned Share at the time any Option is granted shall be a price not lower than the Market Price per Share as determined by the Board, or such lower price permitted by the policies of the TSXV.

ARTICLE 6
TERMS OF OPTION CERTIFICATE

6.1

Option Certificate

Unless otherwise modified by the Board generally or in regard to specific Options, and subject to any Applicable Law, each Option Certificate shall have the following terms:

	(a)	Subject to Article 12, the term of any Option shall not be greater than 10 years from the date of the grant;

	(b)	Options shall be exercisable if vested in accordance with Section 7.1, except as otherwise provided herein or in the Option Certificate;

	(c)	to the extent the right to purchase Optioned Shares has vested, Options shall be exercisable in accordance with Section 8.1, except as otherwise provided herein or in the Option Certificate;

	(d)	an Option Certificate may not be assigned or transferred by any Optionee and shall be exercisable only by the Optionee, subject to Sections 9.1(a) and 4.6, with respect to the death of an Optionee; and

	(e)	the exercise of any Option will be contingent upon receipt by the Corporation of payment of the full Option Price of such Optioned Shares.

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ARTICLE 7
VESTING

7.1

Vesting Specified in the Option Certificate

Except as otherwise set forth in this Plan, an Optionees right to purchase the Optioned Shares shall vest on such dates and only in respect of such number of Optioned Shares as specified in the relevant Option Certificate.

ARTICLE 8
EXERCISE OF OPTIONS

8.1

Exercise of Options

Options shall be exercisable at any time and from time to time as specified in the Option Certificate as to all or any lesser number of the Optioned Shares in respect of which the Optionees right to purchase Optioned Shares has vested.

8.2

Manner of Exercise

Options that have vested shall be exercised by written notice to the Corporation in the manner provided in Section 14.1 and in the form required by the Corporation, if any, specifying the number of Optioned Shares in respect of which such Option is then being exercised (the Notice) and such notice shall be accompanied by a certified cheque, bank draft, or wire transfer in respect of the then applicable Option Price per Optioned Share being exercised.

8.3

Issuance of Shares

Subject to Section 8.4, following the exercise of the Option, the Corporation shall take all actions reasonably necessary to issue such Optioned Shares to the Optionee.

8.4

Obligation to Issue Shares

The Corporations obligation to issue Optioned Shares to an Optionee pursuant to the exercise of an Option may be subject to:

	(a)	completion of such registration or other qualifications of such Optioned Shares or obtaining approval of such governmental authority or stock exchange as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale of the Optioned Shares;

	(b)	the receipt of full payment for the Optioned Shares;

	(c)	the admission of such Optioned Shares to listing on any stock exchange on which the Shares may be listed or proposed to be listed; and

	(d)	the receipt from the Optionee of such representations, agreements and undertakings as to future dealings in such Optioned Shares as may be necessary to comply with Applicable Laws.

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ARTICLE 9
TERMINATION OF EMPLOYMENT OR SERVICE OF OPTIONEE

9.1

Termination Event

(a)

Unless otherwise provided hereunder or in the Option Certificate or as otherwise determined by the Board in its sole discretion, in the event of termination as a result of retirement, Incapacity or death of an Optionee, the Optionee (or the administrator, executor or liquidator of the Optionees estate):

	(i)	may exercise any Options to the extent that the Options were exercisable at the Termination Date and the right to exercise such Options terminates on the earlier of: (i) in the case of Optionees death or Incapacity, the date that is 180 days after the Termination Date, and in the case of Optionees retirement, the date that is 120 days after the Termination Date; (ii) the date on which the particular Option expires pursuant to this Plan; and (iii) the date determined by the Board in the event of a Trigger Event, provided that if an Optionee (or his legal representative) does not exercise his Options on or prior to such date, such Options shall immediately expire and are cancelled on such date. Any Options held by the Optionee that were not exercisable at the Termination Date immediately expire and are cancelled on such date; and

	(ii)	such Optionees eligibility to receive further grants of Options under the Plan ceases as of the Termination Date.

	(b)	Unless otherwise provided hereunder or in the Option Certificate, or as otherwise determined by the Board in its sole discretion, in the event of termination without Cause or resignation for Good Reason (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice), then any Options held by Optionee that are exercisable at the Termination Date, continue to be exercisable by Optionee until the earlier of: (i) the date that is 30 days after the Termination Date; and (ii) the date on which the particular Option expires pursuant to this Plan; and (iii) the date determined by the Board in the event of a Trigger Event, provided that if an Optionee does not exercise his Options on or prior to such date, such Options shall immediately expire and are cancelled on such date. Any Options held by Optionee that are not exercisable at the Termination Date immediately expire and are cancelled on the Termination Date.

	(c)	Unless otherwise provided hereunder or in the Option Certificate, in the event of Termination by reason of (i) Cause or (ii) resignation by Optionee, other than for Good Reason, then any Options held by the Optionee, whether or not exercisable at the Termination Date, immediately expire and are cancelled on such date or at a time as may be determined by the Board, in its sole discretion.

	(d)	In no event can an Optionees Options be exercisable after the date that is one year after the Termination Date.

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ARTICLE 10
SHAREHOLDER RIGHTS

10.1

Shareholder Rights

An Optionee shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to vote or to receive dividends or other distributions therefrom), unless and only to the extent that the Optionee shall from time to time duly exercise an Option and become a Shareholder.

ARTICLE 11
TRIGGER EVENT

11.1

Trigger Event

	(a)	Notwithstanding any other provision of this Plan, in the event of an actual or potential Trigger Event, the Board may, in its discretion, without the necessity or requirement for the agreement of any Eligible Participant, but subject always to the prior written approval of the TSXV: (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any Option; (ii) permit the conditional exercise of any Option, on such terms as it sees fit; (iii) otherwise amend or modify the terms of the Option, including for greater certainty permitting Eligible Participants to exercise any Option, to assist the Eligible Participants to tender the underlying Shares to, or participate in, the actual or potential Trigger Event or to obtain the advantage of holding the underlying Shares during such Trigger Event; and (iv) terminate, following the successful completion of such Trigger Event, on such terms as it sees fit, the Options not exercised prior to the successful completion of such Trigger Event. The determination of the Board in respect of any such Trigger Event shall for the purposes of this Plan be final, conclusive and binding.

	(b)	Notwithstanding any other provision of this Plan, in the event that: (i) an actual or potential Trigger Event is not completed within the time specified therein; or (ii) all of the Shares subject to an Option that were tendered by an Eligible Participant in connection with an actual or potential Trigger Event are not taken up or paid for by the offeror in respect thereof, then the Board may, in its discretion, without the necessity or requirement for the agreement of any Eligible Participant, permit the Shares received upon such exercise, or in the case of subparagraph (ii) above the Shares that are not taken up and paid for, to be returned by the Eligible Participant to the Corporation and reinstated as authorized but unissued Shares and, with respect to such returned Shares, the related Options may be reinstated as if they had not been exercised and the terms for such Options becoming vested will be reinstated pursuant to this Section 11.1. If any Shares are returned to the Corporation under this Section 11.1, the Corporation will immediately refund the exercise price to the Eligible Participants for such Shares

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ARTICLE 12
BLACKOUT PERIODS

12.1

Blackout Periods

(a)

The expiration of the term of an Option will be the later of a date set out in the Option Certificate or a date after such expiration date should such date fall within or immediately after a Blackout Period, if applicable, provided that:

	(i)	the Blackout Period is formally self-imposed by the Corporation as a result of the bona fide existence of undisclosed material information;

	(ii)	the Blackout Period must expire upon the general disclosure of the undisclosed material information and the period of time provided to exercise the Option after the lifting of the Blackout Period cannot be more than 10 Business Days;

	(iii)	the foregoing extension will not be permitted where the Eligible Participant or the Corporation is subject to a cease trade order in respect of the Corporations securities; and

	(iv)	all Eligible Participants under the Plan are eligible for the extension, under the same terms and conditions.

(b)

For certainty, if a Blackout Period is in effect, this means that the maximum term of an Option that would otherwise expire during such Blackout Period is 10 years, plus the length of the Blackout Period, plus 10 Business Days.

ARTICLE 13
TERMS AND CONDITIONS OF OPTIONS GRANTED TO U.S. PARTICIPANTS

13.1

This Article 13 applies only to U.S. Participants. In this Article 13, the following words and phrases shall have the following meanings:

	(a)	Code means the U.S. Internal Revenue Code of 1986, as amended.

	(b)	Disability means, with respect to any U.S. Participant, that such U.S. Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted, or can be expected to last, for a continuous period of not less than 12 months. The preceding definition of the term Disability is intended to comply with, and will be interpreted consistently with, sections 22(e)(3) and 422(c)(6) of the Code.

	(c)	Fair Market Value means (i) the closing price of the Shares on the TSXV or such other stock exchange on which the Shares may then be listed and primarily traded on the Business Day prior to the date the Option is granted or prior to the date of the applicable event for which pricing is required herein, as applicable; or (ii) if the Shares are not listed on any stock exchange, Fair Market Value shall be determined by the Board, acting reasonably and in good faith and in accordance with the principles under section 409A of the Code and applicable guidance thereunder.

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	(d)	Grant Date means, for purposes of Articles 13 and 14, the date on which the grant of an Option becomes effective by the Corporation completing the actions necessary to grant the Option and creating a legally binding right in the Optionee, including specifying the Optionee, the number of Shares subject to the Option granted to such Optionee, and the Option Price of the Option.

	(e)	Incentive Stock Option means an Option that is intended to qualify as an incentive stock option pursuant to section 422 of the Code.

	(f)	Non-qualified Stock Option means an Option that is not an Incentive Stock Option.

	(g)	Parent means any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, if at the time of granting the option, each of the corporations other than the Corporation owns stock possessing 50% or more of the combined voting power of all classes of stock in one of the other corporations in such chain. The preceding definition of the term Parent is intended to comply with, and will be interpreted consistently with, section 424(f) of the Code.

	(h)	Subsidiary means any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, if at the time of granting the option, each corporation (other than the last corporation) in such chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. The preceding definition of the term Subsidiary is intended to comply with, and will be interpreted consistently with, section 424(f) of the Code.

	(i)	U.S. Employee means an Eligible Participant who is an employee of the Corporation (or of any Subsidiary) for purposes of section 422 of the Code.

	(j)	U.S. Participant means an Optionee who is a citizen of the United States or a resident of the United States, in each case as defined in section 7701(a)(30)(A) and section 7701(b)(1) of the Code, and such other Optionees to the extent their Options awarded under the Plan are subject to U.S. federal income tax under the Code.

	(k)	10% Shareholder means any Person who owns, taking into account the constructive ownership rules set forth in section 424(d) of the Code, more than 10% of the total combined voting power of all classes of stock of the Corporation (or of any Parent or Subsidiary).

13.1	Any adjustment, amendment or termination of outstanding Options granted to U.S. Participants will be undertaken in accordance with section 409A of the Code on a basis consistent with the regulations thereunder, to the extent applicable.

13.2	Except as otherwise provided in this Section 13.3, the Option Price will be not less than 100% of the Fair Market Value of a Share on the applicable Grant Date but (i) the Board may designate an Option Price below the Fair Market Value of a Share on the Grant Date if the Option is granted in substitution for a stock option previously granted by an entity that is acquired by or merged with the Corporation or a Subsidiary if the number of Shares covered by the Option and the Option Price are proportionately adjusted in a manner compliant with the Treasury Regulations issued under Section 409A of the Code; and (ii) the Board may grant an Option with the Option Price less than 100% of the Fair Market Value on the applicable Grant Date if such Option otherwise qualifies for exemption from Section 409A of the Code.

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13.3	Each Option Certificate with respect to an Option granted to a U.S. Participant shall specify whether the related Option is an Incentive Stock Option or a Non-qualified Stock Option. If no such specification is made in an Option Certificate, the related Option will be a Non- qualified Stock Option.

13.4	Notwithstanding any other provision of this Plan to the contrary, the aggregate number of Shares available for Incentive Stock Options shall not exceed 12,155,000 Shares, subject to adjustment pursuant to Section 3.2 of this Plan and in accordance with the requirements of sections 422 and 424 of the Code.

13.5	In addition to the other terms and conditions of this Plan (and notwithstanding any other term or condition of this Plan to the contrary), the following limitations and requirements will apply to an Incentive Stock Option:

	(a)	An Incentive Stock Option may be granted only to a U.S. Employee.

	(b)	The aggregate Fair Market Value of the Shares (determined as of the applicable Grant Date) with respect to which Incentive Stock Options are exercisable for the first time by any U.S. Participant during any calendar year (pursuant to this Plan and all other plans of the Corporation and of any Parent or Subsidiary) will not exceed US$ 100,000 or any other limitation subsequently set forth in section 422(d) of the Code. To the extent that such limitation is exceeded, the options in excess of such limitation will be treated as Non-qualified Stock Options.

	(c)	The Option Price payable upon exercise of an Incentive Stock Option will be not less than 100% of the Fair Market Value of a Share on the applicable Grant Date but the Option Price payable upon exercise of an Incentive Stock Option granted to a U.S. Participant who is a 10% Shareholder on the applicable Grant Date will be not less than 110% of the Fair Market Value of a Share on the applicable Grant Date. Notwithstanding the foregoing, the Board may designate an Option Price below Fair Market Value of a Share on the Grant Date (or 110% of the Fair Market Value on the Grant Date, as applicable) if the Option is granted in substitution for a stock option previously granted by an entity that is acquired by or merged with the Corporation or a Subsidiary if the number of Shares covered by the Option and the Option Price are proportionately adjusted in a manner compliant with the Treasury Regulations issued under section 424 of the Code.

	(d)	No Incentive Stock Option may be granted more than 10 years after the earlier of (i) the date on which the Board adopts the Plan (or the most recent amendment and restatement of the Plan as applicable) or (ii) the date on which the Shareholders approve the Plan (or the most recent amendment and restatement of the Plan as applicable).

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	(e)	An Incentive Stock Option will terminate and no longer be exercisable no later than the earlier of the term set by the Board and 10 years after the applicable Grant Date (or if the Optionee is a 10% Shareholder, five years after the applicable Grant Date).

	(f)	If a U.S. Participant has been granted an Incentive Stock Option and ceases to be a U.S. Employee, then, to retain its status as an Incentive Stock Option for U.S. federal tax purposes such Option must be exercised within the time limits set forth below. Failure to exercise such Incentive Stock Options within the following time limits will result in the Option ceasing to be an Incentive Stock Option. The limitations below are not intended to extend the term of an Option as set forth in the Plan or any applicable Option Certificate. The limitations below merely reflect the period during which an Option intended to be an Incentive Stock Option must be exercised (assuming it otherwise could be exercised during such period) in order retain Incentive Stock Option tax treatment.

	(i)	To retain its Incentive Stock Option status, an Incentive Stock Option of a U.S. Participant who ceases to be a U.S. Employee due to Disability must be exercised (to the extent such Incentive Stock Option was exercisable on the date of termination due to Disability) by such U.S. Participant (or the U.S. Participants Guardian) within one year following the date of termination due to Disability (but in no event beyond the term of such Incentive Stock Option).

	(ii)	To retain its Incentive Stock Option status, an Incentive Stock Option of a U.S. Participant who ceases to be a U.S. Employee for any reason other than the death or Disability of such U.S. Participant, such Incentive Stock Option must be exercised (to the extent such Incentive Stock Option was exercisable on the date of termination) by such U.S. Participant within three months following the date of termination (but in no event beyond the term of such Incentive Stock Option).

	(iii)	An Incentive Stock Option of a U.S. Participant who ceases to be a U.S. Employee by reason of death can be exercised by the estate in accordance with the terms of the Plan and applicable Option Certificate during the period specified in the Plan or the applicable Option Certificate without loss of Incentive Stock Option treatment.

For greater clarity, under no circumstances shall the above limitations with respect to the period of time in which an Incentive Stock Option must be exercised to retain its status as an Incentive Stock Option be construed to extend the time during which an Option may be exercised pursuant to its terms as set forth in the Plan or applicable Option Certificate

If an Incentive Stock Option ceases to be an Incentive Stock Option by virtue of failure to timely exercise the Option as described above, but the Option remains exercisable pursuant to its terms, the Option will be treated as a Non-qualified Stock Option and the provisions set forth in the Plan or the Option Certificate will apply with respect to the period during which the Option may be exercised.

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For purposes of this Subsection 13.6(f), the employment of a U.S. Participant holding an Incentive Stock Option will not be considered interrupted or terminated upon (a) sick leave, military leave or any other leave of absence approved by the Corporation that does not exceed 90 days in the aggregate but if re-employment upon the expiration of any such leave is guaranteed by contract or applicable law, such 90 day limitation will not apply, or (b) a transfer from one office of the Corporation (or of any Parent or Subsidiary) to another office of the Corporation (or of any Parent or Subsidiary) or a transfer between the Corporation and any Parent or Subsidiary.

	(g)	An Incentive Stock Option granted to a U.S. Participant may be exercised during such U.S. Participants lifetime only by such U.S. Participant.

	(h)	An Incentive Stock Option granted to a U.S. Participant may not be transferred, assigned, pledged, hypothecated or otherwise disposed of by such U.S. Participant, except by will or by the laws of descent and distribution.

13.6

If this Plan is not approved by the Shareholders as required by Section 422 of the Code within 12 months after the date on which this Plan is adopted by the Board, any Incentive Stock Option granted under this Plan will automatically be deemed to be a Non-qualified Stock Option.

ARTICLE 14
CALIFORNIA OPTIONS

Notwithstanding any other provision of this Plan, the provisions of this Article 14 shall apply to any Option granted or proposed to be granted to a resident of California, unless such Option is otherwise exempt from the applicable securities laws of California (a California Option).

14.1

Maximum Grant and Exercise Periods

A California Option may not be exercised more than 10 years after the Grant Date. No California Option shall be granted to such a Participant after ten years from the earlier of the date of adoption of the Plan by the Board or the date of shareholder approval.

14.2

Post-Termination Exercise Period

Unless employment is terminated for cause as defined by applicable law, the terms of the Plan or Option Certificate or a contract of employment, the right to exercise a California Option in the event of termination of employment of the Optionee, to the extent that the Optionee is entitled to exercise on the date employment terminates, continues until at least the earlier of the expiration of the term of the California Option under the Plan or applicable Option Certificate or:

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	(a)	at least six months from the date of termination, if termination was caused by death or disability; or

	(b)	at least 30 days from the date of termination, if termination was caused by other than death or disability.

14.3

Shareholder Approval.

The Plan or any increase in the maximum aggregate number of common shares issuable thereunder as provided in Section 3.1 (the Authorized Shares) shall be approved by a majority of the outstanding securities of the Corporation entitled to vote by the later of (a) a period beginning twelve (12) months before and ending twelve (12) months after the date of adoption thereof by the Board or (b) the first issuance of any security pursuant to the Plan in the State of California (within the meaning of Section 25008 of the California Corporations Code). Awards granted prior to security holder approval of the Plan or in excess of the Authorized Shares previously approved by the security holders shall become exercisable no earlier than the date of security holder approval of the Plan or such increase in the Authorized Shares, as the case may be, and such Awards shall be rescinded if such security holder approval is not received in the manner described in the preceding sentence. Notwithstanding the foregoing, a foreign private issuer, as defined by Rule 3b-4 of the Securities Exchange Act of 1934, as amended (17 C.F.R. 240.3b -4), shall not be required to comply with this section 14.3 provided that the aggregate number of persons in California granted options under all option plans and agreements and issued securities under all purchase and bonus plans and agreements does not exceed 35.

ARTICLE 15
AMENDMENTS

15.1

Amendments to the Plan

(a)

Subject to Section 15.1(b), the Board reserves the right to amend or modify the Plan as follows at any time if and when it is deemed advisable in its absolute discretion, subject to the prior written approval of the TSXV and obtaining shareholder approval, if applicable, and each Optionee hereby consents to any such change. Such changes are:

	(i)	minor changes of a housekeeping nature which includes amendments to eliminate any ambiguity or correct or supplement any provision contained herein which may be incorrect or incompatible with any other provision hereof;

	(ii)	amending Options issued under the Plan, including with respect to the period for exercising options (provided that the period during which an option is exercisable does not exceed the time period set out in Section 6.1(a) (subject to Article 12) and that such option is not held by an Insider), vesting period, exercise method and frequency, Option Price (provided that such Option is not held by an Insider) and method of determining the Option Price, assignability and transfer and effect of termination of an Optionees employment or provision of services or cessation of an Optionees directorship;

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	(iii)	accelerating vesting or extending the expiration date of any Option, (provided that such option is not held by an Insider), provided that the period during which an Option is exercisable does not exceed 10 years from the date the Option is granted;

	(iv)	in order to enable the Corporation to consummate a Trigger Event; and

	(v)	in order to comply with any requirements of all applicable regulatory authorities or stock exchange.

(b)

Subject to Applicable Law, the following amendments to the Plan or to Options issued pursuant to the Plan shall not be made without prior approval of the TSXV and approval of the Shareholders (such approval to exclude, in certain circumstances, the votes of Insiders in accordance with the rules of the TSXV):

	(i)	changing the class of Eligible Participants eligible to participate under the Plan;

	(ii)	a reduction in the Option Price of an Option held by an Insider of the Corporation;

	(iii)	an extension of the term of an Option held by an Insider of the Corporation;

	(iv)	an increase in the maximum number of Shares issuable pursuant to Options granted under this Plan;

	(v)	the limitations under this Plan on the number of Options that may be granted to any one Person or any category of Persons;

	(vi)	the maximum term of Options; and

	(vii)	amendments to this Section 15.1.

ARTICLE 16
GENERAL

16.1

Notice

Any notice required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, mailed by first class mail, postage prepaid or by facsimile and addressed to the recipient, and if to the Corporation at its principal office and if to the Optionee, at the address indicated in the Option Certificate or at the Optionees last known address shown in the records of the Corporation or any Subsidiary. It is the responsibility of the Optionee to advise the Corporation of any change in address, and neither the Corporation nor any Subsidiary shall have any responsibility for any failure by the Optionee to do so. Any Optionee may change his, her or its address from time to time by notice in writing to the Corporation. The Corporation shall give written notice to each Optionee of any change of the Corporations address. Any such notice, if mailed, shall be deemed to have been received on the fifth business day next following the date of mailing, if delivered, on the date of delivery and, if sent by facsimile, on the day following receipt of the facsimile.

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16.2

Employment and Participation

Nothing contained in the Plan nor any action taken pursuant to the Plan shall confer upon any Optionee any right with respect to employment, engagement to service or in continuance of employment, engagement or service with the Corporation or any of its Subsidiaries or interfere in any way with the right of the Corporation or any of its Subsidiaries to terminate an Optionees employment, engagement or service at any time or for any reason. The Plan does not give any Optionee any right to claim any benefit or compensation except to the extent specifically provided in the Plan. Nothing in the Plan or the Optionees opportunity to participate in the Plan shall be construed to provide the Optionee with any rights whatsoever to participate or continue to participate in the Plan, or to compensation or damages in lieu of continued participation or the right to participate in the Plan upon the Optionee ceasing to be an Eligible Participant for any reason whatsoever.

16.3

Tax Withholding

The Corporation will withhold from any amount of cash payment (including from any type of employment income or other amounts otherwise payable to an Optionee) made to an Optionee who exercises or surrenders Options an amount sufficient to satisfy all federal, provincial, state and local withholding requirements in respect of income tax, social security, or similar amounts (the withholding requirements).

In the case of an Option pursuant to which Shares may be delivered and if no cash withholding is performed to satisfy the withholding requirements, the Board will either require that the Optionee or other appropriate person remit to the Corporation an amount sufficient to satisfy the withholding requirements, or make other arrangements satisfactory to the Board with regard to such requirements, prior to the delivery of any shares or removal of restrictions thereon, or may permit the Optionee or such other person to elect at such time and in such manner as the Board provides to have the Corporation hold back from the Shares to be delivered, or to deliver to the Corporation, Shares having a value calculated to satisfy the withholding requirement. The Board may make such Share withholding mandatory with respect to any Option at the time such Option is granted to an Optionee.

16.4

Termination or Suspension of the Plan

The Board at any time may suspend or terminate the Plan. An Option may not be granted under the Plan while the Plan is suspended or after it is terminated.

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16.5

Administration

(a)

The Plan shall be administered by the Board, which shall be empowered to interpret the Plan from time to time and to adopt, amend and rescind rules and regulations for carrying out the Plan. Subject to Applicable Law and certain amendments for which shareholder approval is required, as set out herein, and the prior written approval of the TSXV, where applicable, the Board shall have the power to:

	(i)	adopt rules and regulations for implementing the Plan;

	(ii)	determine and designate from time to time those Persons who shall be eligible to participate in the Plan and to whom Options are to be granted, the number and type of Options to be granted to each such Optionee, the vesting conditions in connection therewith and, subject to Article 4 and Applicable Law, the Option Price;

	(iii)	determine the time or times when, and the manner in which, each Option shall be exercisable and the duration of the exercise term;

	(iv)	subject to Article 4 and Applicable Law, change the Option Price under an Option Certificate;

	(v)	interpret and construe the provisions of the Plan;

	(vi)	restrict or limit the Shares and the nature of such restrictions and limitations, if any;

	(vii)	accelerate the exercisability or waive the termination of any Options, based on such factors as the Board may determine;

	(viii)	make exceptions to the Plan in circumstances which the Board determines;

	(ix)	delegate part or all of the authority, powers, discretion or obligations of the Board pursuant to this Plan to a committee of the Board; and

	(x)	take such other steps as it or they determine to be necessary or desirable to give effect to the Plan.

	(b)	Any decision or determination made or action taken by the Board arising out of or in connection with the interpretation and administration of the Plan shall be final and conclusive, and the interpretation and construction of any provision of the Plan by the Board shall be final and conclusive.

	(c)	No member of the Board or any Person acting pursuant to authority delegated by it, shall be liable for any action or determination in connection with the Plan made or taken in good faith, and each member of the Board and each such Person shall be entitled to indemnification with respect to any such action or determination in the manner provided for by the Corporation.

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16.6

No Undertaking or Representation

The Optionees, by participating in the Plan, shall be deemed to have accepted all risks associated with acquiring Shares pursuant to the Plan. The Corporation hereby informs each Optionee that the Options and the Optioned Shares are subject to Applicable Laws. The Corporation, its Subsidiaries and the Board make no undertaking, representation, warranty or guarantee as to the future value or price, or as to the continued listing on the TSXV or other market, of any Shares issued in accordance with the provisions of the Plan, and shall not be liable to any Optionee for any loss whatsoever resulting from that Optionees participation in the Plan or as a result of the amendment, suspension or termination of the Plan or any Option.

The Optionee (including, if applicable, his legal personal representative) shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Corporation or its Subsidiaries. No assets of the Corporation or its Subsidiaries shall be held in any way as collateral security for the fulfillment of the obligations of the Corporation and/or its Subsidiaries, as applicable, under this Plan. Any and all of the Corporations, and if applicable Subsidiaries, assets shall be, and remain, the general unpledged, unrestricted assets of the Corporation and such Subsidiary.

16.7

Applicable Law

This Plan and the provisions hereof shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario, without recourse to conflict of laws rules, and the laws of Canada applicable thereto.

16.8

Other Employee Benefits

The amount or value deemed to be or received by an Optionee as a result of the exercise of an Option or as a result of the sale of a Share received or purchased upon an exercise of an Option will not constitute compensation with respect to which any other employee benefits of that Optionee are determined including, without limitation, benefits under any bonus, pension, profit-sharing, insurance and salary continuation plan, nor will it be a basis to calculate any amount of termination or severance after the Optionees Termination Date. In the event that the employment of the Optionee is terminated by the Corporation either with or without Cause, and with or without reasonable notice, the Optionee shall have no rights to any particular grants which have been made to him other than as set forth in the Plan or other separate written agreement with the Optionee, and the Optionee will not be entitled to recover damages nor to be paid any benefits or to recover any compensation which the Optionee would or may otherwise have been entitled to under the Plan if the Optionee had remained actively employed by the Corporation. This Plan document and the Option Certificate represent the entire agreement between the Optionee and the Corporation with respect to any and all matters described in it. Neither the Optionee nor the Corporation relies upon or regards as material, any representations or any writing that has not been incorporated into the Plan or the Option Certificate or made part of the Plan or Option Certificate.

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16.9

Compliance with Applicable Law

If any provision of the Plan or any Option contravenes any Applicable Law, then such provision may in the sole discretion of the Board be amended to the extent considered necessary or desirable to bring such provision into compliance therewith.

16.10

Severability

If any provision of this Plan shall be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Plan and the remaining provisions shall continue in full force and effect.

16.11

Entire Plan

This Plan constitutes the entire stock option plan for Eligible Participants of the Corporation and its Subsidiaries and supersedes any prior stock option plans for such Eligible Participants.

[Signature Page Follows]

EXECUTED and effective as of _________, 2018.

	THE FLOWR CORPORATION


	Per: Authorized Signing Officer

SCHEDULE 4.4

FORM OF OPTION CERTIFICATE

THE FLOWR CORPORATION

AMENDED AND RESTATED

STOCK OPTION PLAN

CERTIFICATE

The Flowr Corporation (the “Corporation”) hereby grants stock options (“Options”) to the Optionee named below (the “Optionee”) pursuant to the Corporation’s Amended and Restated Stock Option Plan, as it may be amended and/or restated from time to time (the “Plan”), to purchase Common Shares of the Corporation (“Shares”) as described below. The Options are subject to all of the terms and conditions of the Plan, which is attached to this Certificate and is incorporated into this Certificate by reference. All capitalized terms in this Certificate that are not defined in the Certificate have the meanings given to them in the Plan.

Name of Optionee:
Address:
Number of Options and
Conditions of Grant:
Option Price Per Option:	$
Date of Grant:
Expiration Date:	_________________________, 20_________
Vesting Schedule:
Exercise Procedures and
Payment:	To exercise Options, the Optionee must follow the exercise procedures established by the Corporation, as described in Article 8 of the Plan. Options may be exercised only to the extent they are vested. Payment of the Option Price for the Options may be made as provided in Article 8 of the Plan. Upon exercise of the Options, the Optionee understands that the Corporation may be required to withhold taxes.

This Certificate (including the Plan, which is incorporated herein by reference) constitutes the entire agreement between the Corporation and the Optionee with respect to the Options, and supersedes all prior agreements or promises with respect to the Options. Except as provided in the Plan, this Certificate may be amended only by a written document signed by the Corporation and the Optionee. Subject to the terms of the Plan, the Corporation may assign any of its rights and obligations under this Certificate to its affiliate, and this Certificate shall be binding on, and inure to the benefit of, the successors and permitted assigns of the Corporation. Subject to the restrictions on transfer of the Options described in the Plan, this Certificate shall be binding on the Optionee’s permitted successors and assigns (including heirs, executors, administrators and legal representatives). All notices required under this Certificate or the Plan must be delivered in accordance with Section 16.1 of the Plan to the Corporation or the Optionee at their respective addresses set forth in this Certificate, or at such other address designated in writing by either of the parties to the other.

This Certificate shall be governed by and interpreted and enforced in accordance with the Applicable Laws of the Province of Ontario, without recourse to conflict of laws rules, and the Applicable Laws of Canada applicable thereto.

The Corporation has signed this Certificate effective as of the Date of Grant.

THE FLOWR CORPORATION


By:

OPTIONEE’S ACCEPTANCE

I accept this Certificate and agree to the terms and conditions in this Certificate and the Plan. I acknowledge that I have received a copy of the Plan, and I understand and agree that this Certificate is not meant to interpret, extend, or change the Plan in any way, nor to represent the full terms of the Plan. If there is any discrepancy, conflict or omission between this Certificate and the provisions of the Plan as interpreted by the Corporation, the provisions of the Plan shall apply.

Signature:


Date:

APPENDIX “B” – RESOLUTION TO APPROVE STOCK OPTION PLAN

ORDINARY RESOLUTION OF THE SHAREHOLDERS OF

THE FLOWR CORPORATION

TO APPROVE THE STOCK OPTION PLAN

BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

	(a)	the stock option plan, as amended (the “SOP”) of The Flowr Corporation (the “Corporation”), attached as Appendix “A” to the Corporation’s management information circular dated November 26, 2018 (the “Circular”), be and the same is hereby approved;

	(b)	the maximum number of common shares reserved for issuance under the SOP shall not exceed, in the aggregate, 10% of the issued and outstanding (a) common shares of the Corporation and (b) class A preferred shares in the capital of The Flowr Canada Holdings ULC, a subsidiary of the Corporation (which are exchangeable for common shares of the Corporation at any time at the option of the holder) from time to time, provided that the board of directors of the Corporation shall have the right, from time to time, to increase such number of common shares of the Corporation subject to the approval of shareholders of the Corporation and such regulatory authorities, stock exchanges or over-the-counter markets having jurisdiction over the affairs of the Corporation. For purposes of clarity, the maximum number of common shares reserved and set aside for issue under the SOP and under Flowr’s long-term incentive plan shall not exceed 20% of the common shares of the Corporation and Flowr Canada Holdings ULC class A preferred shares;

	(c)	the board of directors of the Corporation be authorized to revoke this resolution before it is acted upon without requiring further approval of the shareholders of the Corporation in that regard;

	(d)	future shareholder approval of the SOP will be required on or before the first anniversary of the date of approval of this resolution; and

	(e)	any one director or officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation, to perform all such acts and deeds and things and execute, under the corporate seal of the Corporation or otherwise, deliver and file all documents and instruments and take such other actions as such director or officer may determine to be necessary or desirable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions.

(This page has been left blank intentionally.)

APPENDIX “C” – LONG TERM INCENTIVE PLAN

THE FLOWR CORPORATION LONG TERM INCENTIVE PLAN

ARTICLE 1

1.1	Purpose, Plan Definitions and Interpretation

1.1.1	The purpose of this Plan (as defined below) is to advance the interests of Flowr (as defined below): (a) through the motivation, attraction and retention of key employees and directors of Flowr; (b) by aligning the interests of Participants (as defined below) with the interests of the shareholders of Flowr generally; and (c) by furnishing Participants with an additional incentive in their efforts on behalf of Flowr.

1.1.2	In this Plan, the following terms have the following meanings:

	(a)	“Account” means a Deferred Share Unit Account or a Restricted Share Unit Account, as applicable;

	(b)	“Applicable Law” includes, without limitation, all applicable securities, corporate, tax and other laws, rules, regulations, instruments, notices, blanket orders, decision documents, statements, circulars, procedures and policies including, without limitation, the policies, rules and by-laws of the Exchange;

	(c)	“Applicable Withholding Taxes” means any and all taxes and other source deductions or other amounts which Flowr is required by Applicable Law to withhold from any amounts paid or credited to a Participant under the Plan;

	(d)	“Award” means an award of Deferred Share Units and/or Restricted Share Units under this Plan;

	(e)	“Award Agreement” means the agreement in writing between Flowr and a Participant evidencing the terms and conditions under which an Award has been granted under this Plan;

	(f)	“Beneficiary” means, subject to Applicable Law, any person designated by a Participant to receive any amount payable under the Plan in the event of a Participant’s death or, failing designation, the Participant’s estate;

	(g)	“Blackout Period” means the period during which the relevant Participant is prohibited from trading in any securities of Flowr due to trading restrictions imposed by Flowr in accordance with its securities trading policies;

	(h)	“Board” means the board of directors of Flowr;

	(i)	“Change of Control” means the occurrence of any one or more of the following events:

	(i)	any merger, business combination, consolidation, amalgamation, arrangement or similar transaction in which voting securities of Flowr possessing more than fifty percent (50%) of the total combined voting power of Flowr’s outstanding voting securities are transferred to a person or group of persons acting jointly or in concert different from the persons holding those securities immediately prior to such transaction;

	(ii)	any acquisition, directly or indirectly, by a person or group of persons acting jointly or in concert of beneficial ownership of voting securities of Flowr possessing more than fifty percent (50%) of the total combined voting power of Flowr’s outstanding securities;

	(iii)	a transaction or event that results in the directors of Flowr immediately prior to such transaction or event ceasing to constitute a majority of the Board following such transaction or event;

	(iv)	any sale, transfer or other disposition of all or substantially all of the assets of Flowr in one or a series of related transactions;

	(v)	a liquidation, dissolution or winding-up of Flowr; or

	(vi)	any transaction or series of transactions involving Flowr or any of its affiliates that the Board in its discretion deems to be a Change of Control;

provided however, that a Change of Control shall not be deemed to have occurred if such Change of Control results solely from the issuance, in connection with a bona fide financing or series of financings by Flowr, of voting securities of Flowr or any rights or entitlements to acquire voting securities of Flowr which are convertible into or exchangeable for voting securities. Notwithstanding the foregoing, the determination of “Change of Control” under any employment agreement between a Participant and Flowr shall be determined and administered separately from this Plan;

	(j)	“Compensation Committee” means the Human Resources and Compensation Committee or similar committee of the Board, and if no such committee is in place, the Audit Committee of the Board;

	(k)	“Consultant” has the meaning given to it in the policies of the Exchange;

	(l)	“Date of Grant” of a Unit means the date such Unit is granted to a Participant under the Plan, as evidenced by an Award Agreement between Flowr and the Participant;

	(m)	“Deferred Share Unit” or “DSU” means a unit designated as a “Deferred Share Unit” representing the right to receive one Share in accordance with the terms set forth in the Plan;

	(n)	“Deferred Share Unit Account” has the meaning set forth in Section 4.1.1;

	(o)	“Disability” means, in respect of any Participant, the Participant’s inability, due to debilitating physical incapacity, to substantially perform his or her duties and responsibilities as an employee or director of Flowr for 90 consecutive days or a total of 180 days in any consecutive 12- month period;

	(p)	“DSU Final Payment Date” means, with respect to a Deferred Share Unit granted to a DSU Participant, December 31 of the calendar year following the calendar year in which the DSU Termination Date occurred;

	(q)	“DSU Gross Payment” has the meaning set forth in Section 4.3.2(b)(i);

	(r)	“DSU Participant” means a director of Flowr who has been designated by Flowr for participation in the Plan and who has agreed to participate in the Plan and to whom Deferred Share Units have or will be granted hereunder;

	(s)	“DSU Termination Date” of a DSU Participant means, the day that the DSU Participant ceases to be a director of Flowr for any reason including, without limiting the generality of the foregoing, as a result of Retirement, death, voluntary or involuntary termination without cause, or permanent disability;

	(t)	“DSU Whole Shares” has the meaning set forth in Section 4.3.2(c)(i);

	(u)	“Eligible Person” means an officer, director, employee or Consultant of Flowr or any of its subsidiaries; provided, however, that a Consultant shall not be an Eligible Person unless such Consultant is an individual that provides bona fide services to Flowr and such services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for Flowr’s securities;

	(v)	“Exchange” means the TSX Venture Exchange or, if the Shares are not then listed and posted for trading on the TSX Venture Exchange, on such stock exchange in Canada or the United States on which such Shares are listed and posted for trading as may be selected for such purpose by the Board;

	(w)	“Extension Period” has the meaning set forth in Section 3.2.2;

	(x)	“Fair Market Value” means, with respect to a Share on any date, the weighted average trading price of the Shares on the Exchange for the five days on which Shares were traded immediately preceding that date; provided that if the Shares are not listed for trading on a stock exchange on such date, the Fair Market Value shall be the price per Share as the Board, acting in good faith, may determine;

	(y)	“Flowr” or the “Corporation” means The Flowr Corporation and, where the context requires it, includes its subsidiaries, affiliates, successors and assigns;

	(z)	“Flowr ULC Shares” means the class A preferred shares in the capital of The Flowr Canada Holdings ULC, a subsidiary of Flowr, exchangeable for common shares in the capital of Flowr at any time at the option of the holder;

	(aa)	“Insider” has the meaning given to that term in the Securities Act (Ontario), as amended from time to time, and shall include associates and affiliates of the Insider;

	(bb)	“ITA” means the Income Tax Act (Canada), R.S.C. 1985, c.1 (5th Supp.), including the regulations promulgated thereunder, as amended from time to time;

	(cc)	“Leave of Absence” means any period during which, pursuant to the prior written approval of Flowr or by reason of Disability, the Participant is considered to be on an approved leave of absence or on Disability and does not provide any services to Flowr;

	(dd)	“Outstanding Issue” is determined on the basis of the number of Shares and Flowr ULC Shares that are outstanding immediately prior to the Share issuance in question;

	(ee)	“Participant” means an RSU Participant or a DSU Participant, as applicable;

	(ff)	“Participant Information” has the meaning set forth in Section 6.6.4(b);

	(gg)	“Plan” means this Long Term Incentive Plan, as the same may be amended or varied from time to time;

	(hh)	“Restricted Share Unit” or “RSU” means a unit designated as a “Restricted Share Unit” representing the right to receive one Share in accordance with the terms set forth in the Plan;

	(ii)	“Restricted Share Unit Account” has the meaning set forth in Section 3.1.1;

	(jj)	“Retirement” means the normal retirement of the Participant from employment with or from appointment as a director of Flowr or the early retirement of the Participant pursuant to any applicable retirement plan of Flowr, all as determined by the Board, acting reasonably;

	(kk)	“RSU Final Vesting Date” means, with respect to a Restricted Share Unit granted to an RSU Participant, December 31 of the calendar year which is three (3) years after the calendar year in which the service was performed in respect of which the particular Award was made;

	(ll)	“RSU Gross Payment” has the meaning set forth in Section 3.3.2(b)(i);

	(mm)	“RSU Participant” means an Eligible Person who has been designated by Flowr for participation in the Plan and who has agreed to participate in the Plan and to whom Restricted Share Units have or will be granted hereunder;

	(nn)	“RSU Participant Termination Date” of an RSU Participant means, where the Participant’s employment with or service to Flowr has been terminated, the Participant’s last day of active employment with or service to Flowr, regardless of the reason for the termination of employment or termination of services;

	(oo)	“RSU Vesting Date” means, with respect to a Restricted Share Unit granted to an RSU Participant, the date determined in accordance with Section 3.2;

	(pp)	“RSU Whole Shares” has the meaning set forth in Section 3.3.2(c)(i);

	(qq)	“Share” means a common share in the capital of Flowr;

	(rr)	“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

	(ss)	“Units” means Deferred Share Units and/or Restricted Share Units, as applicable;

	(tt)	“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S under the U.S. Securities Act and generally includes, but is not limited to, any natural person resident in the United States, any partnership or corporation organized under the laws of the United States and any estate or trust of which any executor, administrator or trustee is a U.S. Person;

	(uu)	“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

	(vv)	“U.S. Taxpayer” means a Participant whose Award(s) under the Plan is subject to Section 409A of the United States Internal Revenue Code of 1986, as amended;

	(ww)	“Vested Deferred Share Units” has the meaning set forth in Section 4.2.1;

	(xx)	“Vested Restricted Share Units” has the meaning set forth in Section 3.2.4; and

	(yy)	“Vested Units” mean Vested Deferred Share Units and/or Vested Restricted Share Units, as applicable.

In this Plan, unless the context requires otherwise, words importing the singular number may be construed to extend to and include the plural number, and words importing the plural number may be construed to extend to and include the singular number.

ARTICLE 2
GRANT OF UNITS

2.1	Grant of Units

2.1.1	Subject to the terms of the Plan, the Board may make grants of Deferred Share Units to DSU Participants and Restricted Share Units to RSU Participants in such number, at such times and on such terms and conditions, as the Board may, in its sole discretion, determine and thereafter Flowr shall provide an Award Agreement to each Participant; provided that:

	(a)	The maximum number of Shares which may be reserved and set aside for issue under this Plan in respect of Awards of Deferred Share Units to DSU Participants and for payments in respect of Awards of Restricted Share Units to RSU Participants shall not exceed, in the aggregate, 10% of the Shares and Flowr ULC Shares (being 13,057,421 Shares of the Corporation), provided that the Board shall have the right, from time to time, to increase such number subject to the approval of shareholders of the Corporation and such regulatory authorities, stock exchanges or over-the- counter markets having jurisdiction over the affairs of the Corporation. For purposes of clarity, the maximum number of Shares reserved and set aside for issue under this Plan and under Flowr’s stock option plan shall not exceed 20% of the Shares and Flowr ULC Shares;

	(b)	Shares that were the subject of Awards that have expired, been surrendered, lapsed, cancelled or terminated shall thereupon no longer be in reserve and may once again be subject to an Award granted under this Plan; and

	(c)	under no circumstances shall this Plan, together with all of Flowr’s other previously established or proposed stock options, restricted share units, deferred share units, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, result, at any time, in:

	(i)	the number of Shares reserved for issuance to Insiders at any time exceeding 10% of the Outstanding Issue;

	(i)	the issuance to Insiders, within a one year period, of a number of Shares exceeding 10% of the Outstanding Issue; or

	(ii)	the issuance to any one Insider, within a one year period, of a number of Shares exceeding 5% of the Outstanding Issue.

2.1.2

Awards that are Restricted Share Units may only be granted to RSU Participants and Awards that are Deferred Share Units may only be granted to DSU Participants; provided that the participation in the Plan is voluntary. In determining the Participants to whom Awards may be granted and the number of Restricted Share Units and Deferred Share Units to be awarded pursuant to each Award, the Board may (but is not required to) take into account the following factors, as applicable:

	(a)	compensation data for comparable benchmark positions among Flowr’s competitors or companies in comparable industries;

	(b)	the duties and seniority of the Participant;

	(c)	the performance of the Participant in the prior year relative to the performance measures of Flowr for the relevant performance period;

	(d)	individual and/or departmental contributions and potential contributions to the success of Flowr; and

	(e)	such other factors as the Board shall deem relevant in connection with accomplishing the purposes of the Plan.

2.1.3

The Board may at any time appoint the Compensation Committee to, among other things, interpret, administer and implement this Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. The Board will take such steps that in its opinion are required to ensure that the Compensation Committee has the necessary authority to fulfill its functions under this Plan.

2.1.4	All grants of Deferred Share Units and Restricted Share Units under this Plan will be evidenced by Award Agreements. Any one executive officer of Flowr is authorized and empowered to execute and deliver, for and on behalf of Flowr, an Award Agreement to each Participant.

2.2	Forfeited Units

2.2.1	For greater certainty, no Participant shall have any entitlement to receive any payment (whether in cash, Shares or otherwise) in respect of any Units which have been forfeited under this Plan, by way of damages, payment in lieu or otherwise.

ARTICLE 3
RESTRICTED SHARE UNITS

3.1	Restricted Share Unit Grants and Accounts

3.1.1	An Account, to be known as a “Restricted Share Unit Account”, shall be maintained by Flowr for each RSU Participant that has been granted Restricted Share Units. On each Date of Grant, the Restricted Share Unit Account will be credited with the Restricted Share Units granted to an RSU Participant on that date.

3.1.2	The establishment of the Plan in respect of Restricted Share Units shall be an unfunded obligation of Flowr. Neither the establishment of the Plan in respect of Restricted Share Units nor the grant of any Restricted Share Units or the setting aside of any funds by Flowr (if, in its sole discretion, it chooses to do so) shall be deemed to create a trust. Legal and equitable title to any funds set aside for the purposes of the Plan in respect of Restricted Share Units shall remain in Flowr and no RSU Participant shall have any security or other interest in such funds. Any funds so set aside shall remain subject to the claims of creditors of Flowr present or future. Amounts payable to any RSU Participant under the Plan in respect of Restricted Share Units shall be a general, unsecured obligation of Flowr. The right of the RSU Participant or Beneficiary to receive payment pursuant to the Plan in respect of Restricted Share Units shall be no greater than the right of other unsecured creditors of Flowr.

3.2	Vesting

3.2.1	Subject to Sections 3.2.2 and 3.2.3 and unless otherwise approved by the Board and set forth in the applicable Award Agreement that specifies a different vesting date or dates, a Restricted Share Unit granted under this Plan shall vest on the dates set forth below, and in either case, each such date is a “Scheduled Vesting Date”:

	(a)	as to 33^1/3% of the Restricted Share Units with respect to such Award, on the first anniversary of the Date of Grant;

	(b)	as to 33^1/3% of the Restricted Share Units with respect to such Award, on the second anniversary of the Date of Grant;

	(c)	as to 33^1/3% of the Restricted Share Units with respect to such Award, on the third anniversary of the Date of Grant; provided; however, that all Restricted Share Units granted under a particular Award shall vest on or before the RSU Final Vesting Date for such Restricted Share Units.

3.2.2

Subject to Section 3.2.3, in the event that a Scheduled Vesting Date for a Restricted Share Unit granted under this Plan occurs within a Blackout Period or within five business days after a Blackout Period, the RSU Vesting Date for such Restricted Share Unit shall be ten business days after the date the Blackout Period ends (the “Extension Period”); provided that if an additional Blackout Period is subsequently imposed by Flowr during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the RSU Vesting Date for such Restricted Share Unit to be ten business days after the end of the last imposed Blackout Period.

3.2.3	If any Applicable Law, including any law in respect of a Blackout Period, would apply at any particular time to prevent payment in respect of a Restricted Share Unit pursuant to Section 3.3.1 to be made on or before the RSU Final Vesting Date for such Restricted Share Unit, then, subject to Applicable Law, the RSU Vesting Date for such Restricted Share Unit will be accelerated by the Board to ensure that such payment is made on or before the RSU Final Vesting Date for such Restricted Share Unit.

3.2.4	All Restricted Share Units recorded in an RSU Participant’s Restricted Share Unit Account which have vested in accordance with this Plan and which have not been forfeited hereunder by the Participant on the RSU Participant Termination Date are referred to herein as “Vested Restricted Share Units”.

3.2.5	For greater certainty, no RSU Participant nor any Beneficiary or other person claiming through an RSU Participant shall be entitled to any benefit hereunder in respect of any Restricted Share Units that are not Vested Restricted Share Units.

3.2.6	Notwithstanding anything else herein contained, Flowr may, in its discretion, at any time permit the acceleration of vesting of any or all Restricted Share Units, all in the manner and on the terms as may be authorized by the Board.

3.3	Payment in Respect of Restricted Share Units

3.3.1	Payment in respect of an Award of a Restricted Share Unit granted to an RSU Participant shall become payable on each RSU Vesting Date for such Restricted Share Unit in accordance with Section 3.3.2; provided, however that all payments under a particular Award shall be made on or before the RSU Final Vesting Date for such Restricted Share Unit, and provided further that all payments under a particular Award of a U.S. Taxpayer shall me made on or before December 31^stof the year in which the Scheduled Vesting Date (determined without regard to Section 3.2.2) occurs or, if later, by the date that is two and one-half (2 ½) months after such Scheduled Vesting Date.

3.3.2	On each RSU Vesting Date in respect of an Award of Restricted Share Units granted to an RSU Participant:

	(a)	Flowr shall decide, in its sole discretion, to make all payments in respect of an Award of a Restricted Share Unit to an RSU Participant in cash, in Shares issued from treasury, or in a combination of cash and Shares issued from treasury, in the manner described in this Section 3.3.2;

	(b)	where Flowr decides to make all payments in respect of an Award of a Restricted Share Unit to an RSU Participant in cash, Flowr shall pay to the RSU Participant a cash amount equal to the amount by which:

	(i)	the product that results by multiplying: (A) the number of Restricted Share Units credited to the RSU Participant’s Restricted Share Unit Account as at the RSU Vesting Date that are Vested Restricted Share Units; by (B) the Fair Market Value of a Share on the RSU Vesting Date (such amount referred to as the “RSU Gross Payment”); exceeds

	(ii)	all Applicable Withholding Taxes in respect of such payment;

(c)

where Flowr decides to make all payments in respect of an Award of a Restricted Share Unit to an RSU Participant in Shares issued from treasury, Flowr shall:

(i)

determine the number of whole Shares that the RSU Participant has the right to receive under such Award (the “RSU Whole Shares”) as the quotient (rounded down to the nearest whole number) obtained by dividing: (A) the RSU Gross Payment; by (B) the Fair Market Value of a Share determined on the RSU Vesting Date; and

(ii)

subject to Section 3.3.2(e), issue that number of Shares from treasury that is equal to the number of RSU Whole Shares determined under Section 3.3.2(c)(i);

(d)

where Flowr decides to make payments in respect of an Award of a Restricted Share Unit to an RSU Participant in a combination of cash and Shares issued from treasury, Flowr shall:

	(i)	issue from treasury a number of Shares not to exceed the number that would be issued if Section 3.3.2(c) applied; and

	(ii)	pay to the RSU Participant a cash amount equal to the amount by which the RSU Gross Payment exceeds the aggregate Fair Market Value on the date of issuance of the Shares issued from treasury, net of any Applicable Withholding Taxes; and

(e)

where Flowr decides to make any payments in respect of an Award of a Restricted Share Unit to an RSU Participant in Shares issued from treasury, Flowr shall have the right to withhold, or to require the RSU Participant to remit to Flowr in advance of the issue of such Shares, an amount sufficient to satisfy any Applicable Withholding Taxes. For greater certainty, Flowr may decide in its sole discretion to satisfy any Applicable Withholding Taxes by withholding from the Shares otherwise deliverable to the RSU Participant such number of Shares having a value, determined as of the date that the withholding tax obligation arises, equal to the amount of the total withholding tax obligation.

3.3.3	In the event of the acceleration of an Award of Restricted Share Units pursuant to Section 5.2.1(d), the payment provisions of this Section 3.3 shall apply.

3.4	Dividends Paid on Shares

3.4.1	Subject to Section 3.4.2, in the event Flowr pays a dividend on the Shares subsequent to the granting of an Award, the number of Restricted Share Units relating to such Award (that are not Vested Restricted Share Units) (the “Original RSU”) shall be increased by an amount equal to:

	(a)	the product of: (i) the aggregate number of Original RSUs held by the RSU Participant on the record date for such dividend; and (ii) the per Share amount of such dividend (or, in the case of any dividend payable in property other than cash, the per Share fair market value of such property as determined by the Board), divided by

	(b)	the Fair Market Value of a Share calculated as of the date that is three days prior to the record date for the dividend.

3.4.2	In the event that Flowr pays a dividend on the Shares in additional Shares, the number of Original RSUs shall be increased by a number equal to the product of: (a) the aggregate number of Original RSUs held by the RSU Participant on the record date of such dividend; and (b) the number of Shares (including any fraction thereof) payable as a dividend on one Share, and in such circumstance the Participant’s Restricted Share Unit Account shall be credited to reflect such increase.

3.4.3	Additional RSUs credited pursuant to this Section 3.4 will become vested and will be settled and paid out at the same time as the underlying Original RSUs to which they relate.

3.5	Termination of Employment or Leave of Absence

3.5.1	Subject to Section 3.2.1 and the provisions of any applicable Award Agreement, upon the RSU Participant ceasing to be an Eligible Person due to involuntary termination with cause or voluntary termination by the RSU Participant, all Restricted Share Units previously credited to such RSU Participant’s Restricted Share Unit Account which did not become Vested Restricted Share Units on or prior to the RSU Participant Termination Date shall be terminated and forfeited as of the RSU Participant Termination Date.

3.5.2	Upon the RSU Participant ceasing to be an Eligible Person by reason of involuntary termination without cause, death, total or permanent long-term disability (as reasonably determined by the Board) or Retirement of the RSU Participant, any Restricted Share Units previously credited to such RSU Participant’s Restricted Share Unit Account which did not become Vested Restricted Share Units on or prior to the RSU Participant Termination Date, shall continue to vest in accordance with their terms and pursuant to Section 3.2.1 or, at the sole discretion of the Board, be terminated and forfeited as of the RSU Participant Termination Date.

3.5.3	Upon an RSU Participant commencing a Leave of Absence, unless otherwise determined by the Board in its sole discretion, any Restricted Share Units previously credited to such RSU Participant’s Restricted Share Unit Account shall continue to vest in accordance with their terms pursuant to Section 3.2.1.

3.5.4	If the relationship of the RSU Participant with Flowr is terminated for any reason prior to the vesting of the Restricted Share Units, whether or not such termination is with or without notice, adequate notice or legal notice or is with or without legal or just cause, the RSU Participant’s rights shall be strictly limited to those provided for in this Section 3.5, or as otherwise provided in the applicable Award Agreement between the RSU Participant and Flowr. Unless otherwise specifically agreed to in writing by Flowr, the RSU Participant shall have no claim to, or in respect of, any Restricted Share Units which may have or would have vested had due notice of termination of employment been given, nor shall the RSU Participant have any entitlement to damages or other compensation or any claim for wrongful termination or dismissal in respect of any Restricted Share Units or loss of profit or opportunity which may have or would have vested or accrued to the RSU Participant if such wrongful termination or dismissal had not occurred or if due notice of termination had been given. This provision shall be without prejudice to the RSU Participant’s rights to seek compensation for lost employment income or lost employment benefits (other than those accruing under or in respect of the Plan and any Restricted Share Units) in the event of any alleged wrongful termination or dismissal.

ARTICLE 4
DEFERRED SHARE UNITS

4.1	Deferred Share Unit Grants and Accounts

4.1.1	An Account, to be known as a “Deferred Share Unit Account”, shall be maintained by Flowr for each DSU Participant that has been granted Deferred Share Units. On each Date of Grant, the Deferred Share Unit Account will be credited with the Deferred Share Units granted to a DSU Participant on that date.

4.1.2	The establishment of the Plan in respect of Deferred Share Units shall be an unfunded obligation of Flowr. Neither the establishment of the Plan in respect of Deferred Share Units nor the grant of any Deferred Share Units or the setting aside of any funds by Flowr (if, in its sole discretion, it chooses to do so) shall be deemed to create a trust. Legal and equitable title to any funds set aside for the purposes of the Plan in respect of Deferred Share Units shall remain in Flowr and no DSU Participant shall have any security or other interest in such funds. Any funds so set aside shall remain subject to the claims of creditors of Flowr present or future. Amounts payable to any DSU Participant under the Plan in respect of Deferred Share Units shall be a general, unsecured obligation of Flowr. The right of the DSU Participant or Beneficiary to receive payment pursuant to the Plan in respect of Deferred Share Units shall be no greater than the right of other unsecured creditors of Flowr.

4.2	Vesting

4.2.1	All Deferred Share Units recorded in a DSU Participant’s Deferred Share Unit Account shall vest on the DSU Participant’s DSU Termination Date and shall be referred to herein as “Vested Deferred Share Units” as of that date, unless otherwise determined by the Board in its sole discretion.

4.2.2	DSU Participants will not have any right to receive any benefit under the Plan in respect of a Deferred Share Unit until the DSU Termination Date.

4.3	Payment in Respect of Deferred Share Units

4.3.1	Payment in respect of an Award of a Deferred Share Unit granted to a DSU Participant shall become payable on the DSU Termination Date of the DSU Participant in the amount and in the manner referred to in Section 4.3.2. All payments to be made by Flowr in respect of a Deferred Share Unit in Shares issued from treasury shall occur on the DSU Termination Date and all payments to be made by Flowr in respect of a Deferred Share Unit in cash shall occur on or before the DSU Final Payment Date for such Deferred Share Unit. Notwithstanding the foregoing, any payment in respect to an award of a Deferred Share Unit granted to a U.S. Taxpayer shall be paid as soon as practicable following the DSU Termination Date in accordance with Schedule A hereto, but in no case later than December 31^stof the year in which such DSU Termination Date occurs, or if later the date that is two and one-half (2 ½) months after such DSU Termination Date.

4.3.2	On the DSU Termination Date in respect of an Award of Deferred Share Units granted to a DSU Participant:

	(a)	Flowr shall decide, in its sole discretion, to make all payments in respect of an Award of a Deferred Share Unit to a DSU Participant in cash, in Shares issued from treasury, or in a combination of cash and Shares issued from treasury, in the manner described in this Section 4.3.2;

	(b)	where Flowr decides to make all payments in respect of an Award of a Deferred Share Unit to a DSU Participant in cash, Flowr shall pay to the DSU Participant a cash amount equal to the amount by which:

	(i)	the product that results by multiplying: (A) the number of Deferred Share Units credited to the DSU Participant’s Deferred Share Unit Account as at the DSU Termination Date that are Vested Deferred Share Units; by (B) the Fair Market Value of a Share on the DSU Termination Date (such amount referred to as the “DSU Gross Payment”); exceeds

	(ii)	all Applicable Withholding Taxes in respect of such payment;

(c)

where Flowr decides to make all payments in respect of an Award of a Deferred Share Unit to a DSU Participant in Shares issued from treasury, Flowr shall:

	(i)	determine the number of whole Shares that the DSU Participant has the right to receive under such Award (the “DSU Whole Shares”) as the quotient (rounded down to the nearest whole number) obtained by dividing: (A) the DSU Gross Payment; by (B) the Fair Market Value of a Share determined on DSU Termination Date; and

	(ii)	subject to Section 4.3.2(e), issue that number of Shares from treasury that is equal to the number of DSU Whole Shares determined under Section 4.3.2(c)(i);

(d)

where Flowr decides to make payments in respect of an Award of a Deferred Share Unit to a DSU Participant in a combination of cash and Shares issued from treasury, Flowr shall:

	(i)	issue from treasury a number of Shares not to exceed the number that would be issued if Section 4.3.2(c) applied; and

	(ii)	pay to the DSU Participant a cash amount equal to the amount by which the DSU Gross Payment exceeds the aggregate Fair Market Value on the date of issuance of the Shares issued from treasury, net of any Applicable Withholding Taxes; and

(e)

where Flowr decides to make any payments in respect of an Award of a Deferred Share Unit to a DSU Participant in Shares issued from treasury, Flowr shall have the right to withhold, or to require the DSU Participant to remit to Flowr in advance of the issuance of such Shares, an amount sufficient to satisfy any Applicable Withholding Taxes. For greater certainty, Flowr may decide in its sole discretion to satisfy any Applicable Withholding Taxes by withholding from the Shares otherwise deliverable to the DSU Participant such number of Shares having a value, determined as of the date that the withholding tax obligation arises, equal to the amount of the total withholding tax obligation.

4.3.3	In the event of the acceleration of an Award of Deferred Share Units pursuant to Section 5.2.1(d), the payment provisions of this Section 4.3 shall apply.

4.3.4	For greater certainty, no amount will be paid to, or in respect of, a DSU Participant under the Plan or pursuant to any other arrangement, and no other Deferred Share Units will be granted to such DSU Participant to compensate for a reduction in the fair market value of a Share, nor will any other form of benefit be conferred upon, or in respect of, a DSU Participant for such purpose.

4.4	Dividends Paid on Shares

4.4.1	Subject to Section 4.4.2, in the event Flowr pays a dividend on the Shares subsequent to the granting of an Award, the number of Deferred Share Units relating to such Award (that are not Vested Deferred Share Units) (the “Original DSU”) shall be increased by an amount equal to:

	(a)	the product of: (i) the aggregate number of Original DSUs held by the DSU Participant on the record date for such dividend; and : (ii) the per Share amount of such dividend (or, in the case of any dividend payable in property other than cash, the per Share fair market value of such property as determined by the Board); divided by

	(b)	the Fair Market Value of a Share calculated as of the date that is three days prior to the record date for the dividend.

	(c)	Additional DSUs credited pursuant to this Section 4.4 will be settled and paid out at the same time as the underlying Original DSUs to which they relate.

4.4.2

In the event that Flowr pays a dividend on the Shares in additional Shares, the number of Original DSUs shall be increased by a number equal to the product of: (a) the aggregate number of Original DSUs held by the DSU Participant on the record date of such dividend; and (b) the number of Shares (including any fraction thereof) payable as a dividend on one Share, and in such circumstance the Participant’s Deferred Share Unit Account shall be credited to reflect such increase.

ARTICLE 5
ADJUSTMENTS AND CHANGE OF CONTROL

5.1	Adjustments

5.1.1	Appropriate adjustments to this Plan and to Awards shall be made, and shall be conclusively determined, by the Board to give effect to adjustments in the number of Shares resulting from subdivisions, consolidations, substitutions, reorganizations or reclassifications of the Shares, or changes in the capital of Flowr (including any such changes resulting from a Change of Control). Any dispute that arises at any time with respect to any such adjustment will be conclusively determined by the Board, and any such determination will be binding on Flowr, the Participant and all other affected parties.

5.2	Change of Control

5.2.1	In the event of a Change of Control or proposed Change of Control:

	(a)	the Board shall, in an appropriate and equitable manner, determine any adjustment to the number and type of Shares (or other securities or other property) that thereafter shall be made the subject of and issuable as payment under Awards;

	(b)	the Board shall, in an appropriate and equitable manner, determine the number and type of Shares (or other securities or other property) subject to and issuable as payment under outstanding Awards;

	(c)	the Board shall, in an appropriate and equitable manner, determine the acquisition price with respect to settlement or payment of any Award; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number;

	(d)	the Board shall, in its sole discretion, determine the manner in which all unvested Awards granted under this Plan will be treated including, without limitation, requiring the acceleration of the time for the vesting of such Awards by the Participants and the time for the expiry of such Awards;

	(e)	the Board or any company which is or would be the successor to Flowr or which may issue securities in exchange for Shares upon the occurrence of a Change of Control may offer any Participant the opportunity to obtain a new or replacement award for securities into which the Shares are changed or are convertible or exchangeable, on a basis proportionate to the number of Shares issuable under the Award (and otherwise substantially upon the terms of the Award being replaced, or upon terms no less favourable to the Participant) including, without limitation, the periods during which the Award may be exercised and expiry dates; and in such event, the Participant shall, if he or she accepts such offer, be deemed to have released his or her Award and such Award shall be deemed to have lapsed and be cancelled; and

	(f)	the Board may convert or exchange for or into any other security or any other property or cash, any Award that is still capable of being exercised, upon giving to the Participant to whom such Award has been granted at least 30 days’ written notice of its intention to convert or exchange such Award, and during such period of notice, the Award, to the extent it has not been exercised, may be exercised by the Participant without regard to any vesting conditions attached thereto, and on the expiry of such period of notice, the unexercised portion of the Award shall lapse and be cancelled.

Subsections (a) through (f) of this Section 5.2.1 may be utilized independently of, successively with, or in combination with each other and Section 5.1.1 and nothing therein contained shall be construed as limiting or affecting the ability of the Board to deal with Awards in any other manner. All determinations by the Board under this Article 5 will be final, binding and conclusive for all purposes.

5.2.2	The Board may, in its sole discretion, cancel any or all outstanding Awards and pay to the holders of any such Awards, in cash, the value of such Awards based upon the price per Share received or to be received by other shareholders of Flowr in the event of a Change of Control.

5.2.3	The grant of any Awards under this Plan will in no way affect Flowr’s right to adjust, reclassify, reorganize or otherwise change or exchange its capital or change its business structure, to complete a Change of Control or to merge, amalgamate, reorganize, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets or engage in any like transaction.

5.2.4

No adjustment or substitution provided for in this Article 5 will require Flowr to issue a fractional share in respect of any Awards and the total substitution or adjustment with respect to each Award will be limited accordingly.

ARTICLE 6
ADMINISTRATION

6.1	Administration

6.1.1	The Plan shall be administered by Flowr in accordance with the provisions hereof. All costs and expenses of administering the Plan will be paid by Flowr. Flowr may, from time to time, establish administrative rules and regulations and prescribe forms or documents relating to the operation of the Plan as it may deem necessary to implement or further the purpose of the Plan and amend or repeal such rules and regulations or forms or documents. In administering the Plan, the Board or the Compensation Committee may seek recommendations from the Chairman, Chief Executive Officer or Chief Financial Officer of Flowr or such other advisors as they deem appropriate. The Board may also delegate to the Compensation Committee or any director, officer or employee of Flowr such duties and powers relating to the Plan as it may see fit. Flowr may also appoint or engage a trustee, custodian or administrator to administer or implement the Plan.

6.1.2	Flowr shall keep or cause to be kept such records and accounts as may be necessary or appropriate in connection with the administration of the Plan and the discharge of its duties. At such times as Flowr shall determine, Flowr shall furnish the Participant with a statement setting forth the details of his or her Units including Date of Grant and the Vested Units held by each Participant.

6.1.3	(a)	Any notice, statement, certificate or other instrument required or permitted to be given to a Participant or any person claiming or deriving any rights through him or her shall be given by:

	(i)	delivering it personally to the Participant or to the person claiming or deriving rights through him or her, as the case may be;

	(ii)	other than in the case of a delivery of Shares, sending it to the Participant via facsimile or similar means of electronic transmission to the facsimile or e-mail address which is maintained for the Participant in Flowr’s personnel records; or

	(iii)	mailing it postage paid (provided that the postal service is then in operation) or delivering it to the address which is maintained for the Participant in Flowr’s personnel records.

	(b)	Any notice, statement, certificate or other instrument required or permitted to be given to Flowr shall be given by mailing it postage paid (provided that the postal service is then in operation), delivering it to Flowr at its principal address, or (other than in the case of a payment) sending it by means of facsimile or similar means of electronic transmission, to the attention of the Chief Financial Officer of Flowr.

	(c)	Any notice, statement, certificate or other instrument referred to in Section 6.1.3(a) or 6.1.3(b), if delivered, shall be deemed to have been given or delivered on the date on which it was delivered, if mailed (provided that the postal service is then in operation), shall be deemed to have been given or delivered on the third business day following the date on which it was mailed and if by facsimile or similar means of electronic transmission, on the next business day following transmission.

6.2	Amendments

6.2.1	Flowr retains the right without shareholder approval to:

	(a)	amend the Plan or any Restricted Share Units or Deferred Share Units from time to time to(i) make amendments of a grammatical, typographical, clerical and administrative nature and any amendments required by a regulatory authority or to comply or conform with Applicable Laws,(ii) change vesting provisions of the Plan or any Restricted Share Units or Deferred Share Units, (iii) make any other amendments of a non-material nature, (iv) make amendments to the definition of “DSU Participant” and/or “RSU Participant” or the eligibility requirements of participating in this Plan, where such amendment would not have the potential of broadening or increasing Insider participation, (v) make amendments to the manner in which Participants may elect to participate in the Plan, (vi) make any amendments to the provisions concerning the effect of the termination of a Participant’s employment or services on such Participant’s status under this Plan, or (vii) make any amendment which is intended to facilitate the administration of this Plan; or

	(b)	suspend, terminate or discontinue the terms and conditions of the Plan and the Restricted Share Units and Deferred Share Units granted hereunder by resolution of the Board, provided that:

	(i)	no such amendment to the Plan shall cause the Plan in respect of Restricted Share Units to cease to be a plan described in paragraph (k) of the definition of “salary deferral arrangement” in subsection 248(1) of the ITA or any successor to such provision;

	(ii)	no such amendment to the Plan shall cause the Plan in respect of Deferred Share Units to cease to be a plan described in regulation 6801(d) of the ITA or any successor to such provision; and

	(iii)	any amendment shall be subject to the prior consent of any applicable regulatory bodies, including the Exchange, as may be required.

6.2.2	Any amendment to the Plan made in accordance with Section 6.2.1(a)(ii) or 6.2.1(b) shall take effect only with respect to Awards granted after the effective date of such amendment, provided that it may apply to any outstanding Award with the mutual consent of Flowr and the Participants to whom such Awards have been granted.

6.2.3	Any amendment to the Plan other than as described in Section 6.2.1 shall require the approval of the shareholders of Flowr given by the affirmative vote of a simple majority of the common shares (or, where required, “disinterested” shareholder approval) represented at a meeting of the shareholders of Flowr at which a motion to approve the Plan or an amendment to the Plan is presented. Specific amendments requiring shareholder approval include:

	(a)	to increase the number of Shares reserved under the Plan;

	(b)	to change the definition of RSU Participants or DSU Participants or the eligibility requirements of participating in this Plan, where such amendment would have the potential of broadening or increasing Insider participation;

	(c)	the extension of any right of a Participant under this Plan beyond the date on which such right would originally have expired;

	(d)	to permit RSUs or DSUs to be transferred other than by testamentary disposition or in accordance with the laws governing the devolution of property in the event of death;

	(e)	to permit awards other than RSUs and DSUs under the Plan; and

(f)

to amend this Section 6.2.3 so as to increase the ability of the Board to amend the Plan without shareholder approval.

6.3	Currency

6.3.1	All payments and benefits under the Plan shall be determined and paid in the lawful currency of Canada.

6.4	Beneficiaries and Claims for Benefits

6.4.1	Subject to the requirements of Applicable Law, a Participant shall designate in writing a Beneficiary to receive any benefits that are payable under the Plan upon the death of such Participant. The Participant may, subject to Applicable Law, change such designation from time to time. Such designation or change shall be in such form and executed and filed in such manner as the Board may from time to time determine

6.5	Representations and Covenants of Participants

6.5.1	Each Award Agreement will contain representations and covenants of the Participant that:

	(a)	in respect of an RSU Participant, the RSU Participant is an Eligible Person;

	(b)	in respect of a DSU Participant, the DSU Participant is a director;

	(c)	the Participant has not been induced to enter into such Award Agreement by the expectation of employment or continued employment or appointment or continued appointment with Flowr;

	(d)	the Participant is aware that the grant of the Award is exempt from the obligation under applicable Canadian securities laws to file a prospectus qualifying the distribution of the Shares to be distributed thereunder under any applicable Canadian securities laws and that any Shares issued under the Plan or an Award may contain required restrictive legends; and

	(e)	upon vesting of an Award which is settled in Shares, the Participant or their legal representative, as the case may be, will prior to and upon any sale or disposition of any Shares received pursuant to an Award, comply with all Applicable Law.

6.6	General

6.6.1	The transfer of an employee among Flowr and its subsidiaries shall not be considered a termination of employment for the purposes of the Plan, so long as such Participant continues to be an Eligible Person.

6.6.2	The determination by the Board of any question which may arise as to the interpretation or implementation of the Plan or any of the Units granted hereunder shall be final and binding on all Participants and other persons claiming or deriving rights through any of them.

6.6.3	The Plan shall enure to the benefit of and be binding upon Flowr and its successors and assigns. The interest of any Participant under the Plan in any Unit shall not be transferable or alienable by the Participant either by pledge, assignment or in any other manner whatsoever, otherwise than by testamentary disposition or in accordance with the laws governing the devolution of property in the event of death; and after the Participant’s lifetime shall enure to the benefit of and be binding upon the Participant’s Beneficiary.

6.6.4	(a)	Flowr’s grant of any Units hereunder is subject to compliance with Applicable Law.

	(b)	As a condition of participating in the Plan, each Participant agrees to comply with all such Applicable Law and agrees to furnish to Flowr all information and undertakings as may be required to permit compliance with such Applicable Law. Each Participant shall provide the Board with all information (including personal information) the Board requires in order to administer the Plan (the “Participant Information”).

	(c)	Flowr may, without amending the Plan, modify the terms of Restricted Share Units and Deferred Share Units granted to Participants who provide services to Flowr from outside of Canada in order to comply with the Applicable Law of such foreign jurisdictions. Any such modification to the terms of Restricted Share Units or Deferred Share Units with respect to a particular Participant shall be reflected in the Award Agreement for such Participant.

	(d)	The terms of the Plan and Restricted Share Units and Deferred Share Units granted hereunder to Participants subject to taxation on employment income under the United States Internal Revenue Code of 1986, as amended, shall be determined by taking into consideration the provisions applicable to such persons as set forth in Schedule “A” hereto.

	(e)	The Board may from time to time transfer or provide access to Participant Information to a third party service provider for purposes of the administration of the Plan provided that such service providers will be provided with such information for the sole purpose of providing services to the Board in connection with the operation and administration of the Plan. The Board may also transfer and provide access to Participant Information to Flowr for purposes of preparing financial statements or other necessary reports and public filings and facilitating payment or reimbursement of Plan expenses. By participating in the Plan, each Participant acknowledges that Participant Information may be so provided and agrees and consents to its provision on the terms set forth herein. Flowr shall not disclose Participant Information except (i) as contemplated above in this Section 6.6.4(e) and in Section 6.6.8, (ii) in response to regulatory filings or other requirements for the information by a governmental authority or regulatory body, or (iii) for the purpose of complying with a subpoena, warrant or other order by a court, person or body having jurisdiction over Flowr to compel production of the information.

6.6.5	Nothing herein or otherwise shall be construed so as to confer on any Participant any rights as a shareholder of Flowr with respect to any Shares reserved for the purpose of any Award, including for greater certainty, no Award shall confer any entitlement as to dividends (except as set forth herein) or voting rights on a Participant.

6.6.6	Neither designation as a Participant nor the grant of any Units to any Participant entitles any Participant to any additional grant of any Units under the Plan. Neither the Plan nor any action taken hereunder shall interfere with the right of Flowr to terminate a Participant’s employment, if applicable, at any time. Neither any period of notice, if any, nor any payment in lieu thereof, upon termination of employment shall be considered as extending the period of employment for the purposes of the Plan.

6.6.7	Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect any person’s relationship with Flowr.

6.6.8	By participating in the Plan, the Participant agrees, acknowledges and consents to:

	(a)	the disclosure to Flowr and applicable directors, officers, employees, consultants, representatives and agents of Flowr, the Exchange and all tax, securities and other regulatory authorities of all Participant Information; and

	(b)	the collection, use and disclosure of such personal information by the persons described in (a) above of all Participant Information in accordance with their requirements, including the provision to third party service providers, from time to time.

6.6.9

Nothing contained in this Plan will restrict or limit or be deemed to restrict or limit the right or power of the Board in connection with any allotment and issuance of Shares which are not allotted and issued under this Plan including, without limitation, with respect to other compensation or incentive arrangements.

6.6.10

This Plan is established under the laws of the Province of Ontario and the rights of all parties and the construction of each and every provision of the Plan and any Units granted hereunder shall be construed according to the laws of the Province of Ontario.

ARTICLE 7
UNITED STATES SECURITIES LAWS

7.1.1	Units shall not be granted under the Plan, and Shares shall not be issued with respect to such Units, unless the grant of the Units or the issuance of such Shares, respectively, shall comply with all relevant provisions of law, including, without limitation, any applicable state securities laws, the U.S. Securities Act, the rules and regulations thereunder and the requirements of any stock exchange or market upon which the Shares may then be listed or quoted. Any such issuance of Shares shall be further subject to the approval of counsel for Flowr with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of such Shares. The inability of Flowr to obtain from any regulatory body the authority deemed by Flowr to be necessary for the lawful issuance and sale of any Shares under the Plan, or the unavailability of an exemption from registration for the issuance and sale of any Shares under the Plan, shall relieve Flowr of any liability with respect to the non-issuance or sale of such Shares.

7.1.2	If the Shares issuable upon vesting of Units have not been registered under the U.S. Securities Act, as a condition to the grant of the Units and the issuance of such Shares, Flowr may require the Participant to represent and warrant in writing that the Units and Shares are being purchased only for investment and without any then present intention to sell or distribute such Units or Shares. At the option of Flowr, a stop-transfer order against such Shares may be placed on the shareholder register and records of Flowr, and a legend indicating that the Shares may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any applicable law or regulation, may be stamped on the certificates representing such Shares in order to assure an exemption from registration. Flowr also may require such other documentation as may from time to time be necessary to comply with federal and state securities laws. Flowr has no obligation to undertake registration of Units or Shares to be issued under the Plan.

Schedule A

Special Provisions Applicable to Participants Subject to Section 409A of the United States Internal Revenue Code

This schedule sets forth special provisions of the Plan that apply to Participants subject to section 409A of the United States Internal Revenue Code of 1986, as amended. Terms defined in the Plan and used herein shall have the meanings set forth in the Plan, as amended from time to time.

1.	Definitions

1.1	In this Schedule, the following terms have the following meanings:

	(a)	“Code” means the United States Internal Revenue Code of 1986, as amended, and any applicable United States Treasury Regulations and other binding regulatory guidance thereunder;

	(b)	“Section 409A” means section 409A of the Code;

	(c)	“Separation From Service” shall mean the separation from service with Flowr within the meaning of U.S. Treas. Regs. § 1.409A-1(h). Whether a Separation From Service has occurred with respect to an employee of Flowr is determined based on whether the facts and circumstances indicate that Flowr and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty six (36) month period (or the full period of services to Flowr if the Participant has been providing services to Flowr less than thirty six (36) months)). Separation from service shall not be deemed to occur while the Participant is on military leave, sick leave or other bona fide leave of absence if the period does not exceed six (6) months or, if longer, so long as the Participant retains a right to reemployment with Flowr under an applicable statute or by contract. For this purpose, a leave is bona fide only if, and so long as, there is a reasonable expectation that the Participant will return to perform services for Flowr. Notwithstanding the foregoing, a twenty-nine (29) month period of absence will be substituted for such six (6) month period if the leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of no less than twelve (12) months and that causes the Participant to be unable to perform the duties of his or her position of employment. For this purpose, “Flowr” includes all entities that would be considered a single employer for purposes of U.S. Treasury Regulations; provided that, in applying those regulations, the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears therein. Whether a Separation from Service has occurred with respect to a consultant (independent contractor) or a Director will be determined pursuant to of U.S. Treas. Regs. § 1.409A-1(h) and other applicable IRS guidance. In some instances a director may have a Separation From Service upon resignation as a director even if the director then becomes an officer or employee of Flowr;

	(d)	“Specified Employee” means a US Taxpayer who meets the definition of “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code; and

2.	Compliance with Section 409A

2.1	Notwithstanding any provision of the Plan to the contrary, it is intended that any payments under the Plan either be exempt from or comply with Section 409A, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Each payment made in respect of Restricted Share Units and Deferred Share Units shall be deemed to be a separate payment for purposes of Section 409A. Each US Taxpayer is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such US Taxpayer in connection with the Plan (including any taxes and penalties under Section 409A), and neither Flowr nor any of its subsidiaries shall have any obligation to indemnify or otherwise hold such US Taxpayer (or any beneficiary) harmless from any or all of such taxes or penalties.

2.2	Solely to the extent required by Section 409A, any payment which is subject to Section 409A shall comply with the following:

	(a)	if a U.S. Taxpayer experiences a Separation from Service, such event will be treated as a DSU Termination Date and an RSU Participant Termination Date, as applicable, for purposes of payment Awards under the Plan. A payment which becomes payable on account of a DSU Termination Date or an RSU Participant Termination Date (for any reason, whether or not such termination is voluntary or involuntary, with or without notice, adequate notice or legal notice or is with or without legal or just cause or on account of Retirement, death or permanent disability) shall be payable by reason of such circumstance only if the circumstance is a Separation From Service. Generally, payments that become payable on account of a DSU Termination Date or an RSU Participant Termination Date (i.e. upon a U.S. Taxpayer’s Separation from Service) will be paid as soon as administratively feasible following such Separation from Service, but in any case by December 31^stof the year in which such Separation from Service occurs, or, if later, the date that is two and one-half (2 ½) months after such Separation from Service, provided that if such payment has become payable on account of a Separation From Service of a U.S. Taxpayer who is determined to be a Specified Employee, such payment shall not be paid before the date which is six months after such Specified Employee’s Separation From Service (or, if earlier, the date of death of such Specified Employee). Following any applicable six month delay of payment, all such delayed payments shall be made to the Specified Employee in a lump sum on the earliest possible payment date;

	(b)	a payment which becomes payable on account of a Change of Control shall not be payable by reason of such circumstance unless the circumstance is a “change in ownership,” change in effective control,” or “change in ownership of a substantial portion of assets” as defined under Section 409A (hereinafter, a “409A Change of Control”); and

	(c)	Notwithstanding anything to the contrary in the Plan, including but not limited to Sections 3.2.6 and 5.2.1, a payment which is scheduled to become payable on account of an RSU Scheduled Vesting Date or other specified date shall not be accelerated on account of accelerated vesting or other intervening payment event unless such event itself qualifies as a Separation From Service,a 409A Change of Control or other payment event expressly permitted under Section 409A.

	(d)	Notwithstanding Article 5, Section 6.2 and any other provisions of the Plan, any adjustment or amendment of an outstanding Award, any acceleration of the time of payment with respect to an Award, any substitution of another award for an outstanding Award, and any termination of the Plan or an outstanding Award, will be available and will be undertaken only to the extent permitted under Section 409A.

	(e)	Section 6.6.1 of the Plan shall not apply to U.S. Taxpayers, and instead the following will apply. The transfer of an employee among Flowr and its subsidiaries or related entities shall not be considered a termination of employment for purposes of the Plan unless such transfer results ina termination of employment with all entities that would be considered a single employer for purposes of U.S. Treasury Regulations and thus results in a Separation from Service.

2.3

A US Taxpayer shall be required to pay to Flowr, and Flowr shall have the right and is hereby authorized to withhold, from any cash or other compensation payable under the Plan, or from any other compensation or amounts owing to the US Taxpayer, the amount of any required Applicable Withholding Taxes in respect of amounts paid under the Plan and to take such other action as may be necessary in the opinion of Flowr to satisfy all obligations for the payment of such withholding and taxes.

3.	Amendment of Schedule

3.1	Notwithstanding Section 6.2 of the Plan, the Board shall retain the power and authority to amend or modify this schedule to the extent the Board in its sole discretion deems necessary or advisable to comply with any guidance issued under Section 409A. Such amendments may be made without the approval of any US Taxpayer.

APPENDIX “D” - RESOLUTION TO APPROVE LONG TERM INCENTIVE PLAN

ORDINARY RESOLUTION OF THE SHAREHOLDERS OF
THE FLOWR CORPORATION

TO APPROVE THE LONG-TERM INCENTIVE PLAN

BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

(a)	the long term incentive plan (the “LTIP”) of the Flowr Corporation (the “Corporation”), attached as Appendix “C” to the management information circular dated November 26, 2018, (the “Circular”) be and the same is hereby approved;

(b)	the maximum number of common shares of the Corporation which may be reserved and set aside for issue under the LTIP in respect of awards of deferred share units to deferred share unit participants and for payments in respect of awards of restricted share units to restricted share unit participants, shall not exceed 10% of the (a) common shares of the Corporation and (b) class A preferred shares in the capital of The Flowr Canada Holdings ULC, a subsidiary of the Corporation (which are exchangeable for common shares of the Corporation at any time at the option of the holder) (being 13,057,421 common shares of the Corporation), provided that the board of directors of the Corporation shall have the right, from time to time, to increase such percentage subject to the approval of shareholders of the Corporation and such regulatory authorities, stock exchanges or over-the-counter markets having jurisdiction over the affairs of the Corporation. For purposes of clarity, the maximum number of common shares reserved and set aside for issue under the LTIP and under Flowr’s stock option plan shall not exceed 20% of the common shares of the Corporation and Flowr ULC class A preferred shares;

(c)	the board of directors of the Corporation be authorized to revoke this resolution before it is acted upon without requiring further approval of the shareholders of the Corporation in that regard; and

(d)	any one director or officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation, to perform all such acts and deeds and things and execute, under the corporate seal of the Corporation or otherwise, deliver and file all documents and instruments and take such other actions as such director or officer may determine to be necessary or desirable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions.

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APPENDIX “E” – BY-LAW NO. 1

THE FLOWR CORPORATION

(the “Corporation”)

BY-LAW NO. 1

A by-law relating generally to the conduct of

the business and affairs of

THE FLOWR CORPORATION

TABLE OF CONTENTS

ONE	-	INTERPRETATION

TWO	-	BUSINESS OF THE CORPORATION

THREE	-	DIRECTORS

FOUR	-	OFFICERS

FIVE	-	PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

SIX	-	SHARES

SEVEN	-	MEETINGS OF SHAREHOLDERS

EIGHT	-	EFFECTIVE DATE

SECTION ONE

INTERPRETATION

1.1	Definitions. In the by-laws of the Corporation, unless the context otherwise requires:

	“Act” means the Business Corporations Act, R.S.O. 1990, c. B.16, and any statute that may be substituted in its place, as from time to time amended; and

	“by-laws” means all by-laws of the Corporation from time to time in effect.

Words and expressions defined in the Act have the same meanings when used herein; the singular includes the plural and vice versa; and words importing gender include masculine, feminine and neuter genders.

SECTION TWO

BUSINESS OF THE CORPORATION

2.1 Corporate Seal. The seal of the Corporation shall be such as the directors may adopt.

2.2 Financial Year. The financial year of the Corporation shall terminate on such day in each year as the directors may determine.

2.3 Execution of Instruments. Deeds, transfers, assignments, contracts, obligations, certificates and other instruments, including instruments creating a security interest, shall be signed on behalf of the Corporation by any director or officer and when so signed shall be binding upon the Corporation without any further authorization or formality. Notwithstanding the foregoing, the directors may from time to time designate any officer or officers or any person or persons either to sign instruments generally or to sign specific instruments. Any signing officer may affix the corporate seal to any instrument requiring the same.

SECTION THREE

DIRECTORS

3.1 Election. The election of directors at a meeting of the shareholders shall be by a show of hands unless a poll is demanded in which event the election shall be by ballot.

3.2 Place of Meeting. Meetings of the directors may be held at any place within or outside of Ontario and in any financial year a majority of the meetings of the directors need not be held at a place within Canada.

3.3 Quorum. A quorum for the transaction of business at any meeting of the directors shall consist of a majority of the number of directors required to be elected under the Act.

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3.4 Calling of Meetings. Meetings of the directors shall be held at such time and place as or the directors, the Chair, the President (if the President is a director) or any two directors may determine.

3.5 Notice of Meeting. Notice of the time and place of each meeting of the directors shall be given to each director not less than 48 hours before the time of the meeting.

3.6 First Meeting of New Board. Each newly elected board of directors may without notice hold its first meeting immediately following the meeting of shareholders at which such board was elected if a quorum of directors is present.

3.7 Chair and Secretary. The chair of any meeting of the directors shall be the first mentioned of the following who is a director and present: Chair, President, a Vice-President or a director chosen by the directors present. If the Secretary is absent, the chair shall appoint someone, who need not be a director, to act as secretary of the meeting.

3.8 Votes to Govern. Each question at a meeting of the directors shall be decided by a majority vote and, upon an equality of votes, the chair shall not have a second or casting vote.

SECTION FOUR

OFFICERS

4.1 Appointment. The directors may from time to time appoint a Chair, a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as the directors may determine. Each officer so appointed shall hold office until removed by the directors or until such officer’s successor is appointed.

4.2 Chair. The Chair shall have such powers and duties as the directors may specify. During the absence or disability of the Chair, the duties and powers of the Chair shall be performed and exercised by the President.

4.3 President. The President shall be the chief executive officer and shall have general supervision of the business of the Corporation, unless the board of directors specify a separate position for President and chief executive officer.

4.4 Vice-President. During the absence or disability of the President, the duties and powers of the President may be performed and exercised by the Vice-President, or if there are more than one, by the Vice-Presidents in order of seniority (as determined by the directors) but no Vice-President shall preside at a meeting of the directors or shareholders unless such Vice-President is qualified to attend the meeting as a director or shareholder. If a Vice-President exercises any such duty or power, the absence or disability of the President shall be presumed.

4.5 Secretary. The Secretary shall act as secretary of all meetings of the directors and shareholders, shall give notice of meetings of the directors and shareholders and shall have charge of the minute book, corporate documents and registers.

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4.6 Treasurer. The Treasurer shall have charge of the accounting records of the Corporation and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of funds.

4.7 Variation of Powers and Duties. The directors may from time to time vary the powers and duties of any officer.

SECTION FIVE

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

5.1 Limitation of Liability. Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for:

(a)	the acts, receipts, neglects or defaults of any other director, officer or employee; or

(b)	joining in any receipt or other act for conformity; or

(c)	any loss, damage or expense suffered or incurred by the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation; or

(d)	the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested; or

(e)	any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited; or

(f)	any loss occasioned by any error of judgment or oversight on the part of the director or officer, as the case may be; or

(g)	any other loss, damage or misfortune which shall happen in the execution of the duties of the officer or director, as the case may be, or in relation thereto;

PROVIDED that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

5.2 Indemnity. Subject to the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and the heirs and legal representatives of such person, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Corporation or body corporate, if

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	(a)	the person acted honestly and in good faith with a view to the best interests of the Corporation; and

	(b)	in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, the person had reasonable grounds for believing that the relevant conduct was lawful.

The Corporation shall also indemnify that person in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

5.3 Insurance. Subject to the Act, the Corporation may purchase and maintain such insurance for the benefit of any person referred to in Section 5.2 hereof as the board may from time to time determine.

SECTION SIX

6.1 Issue of Shares. The directors may issue or grant options or rights to purchase shares at such times and to such persons and for such consideration as the board may determine.

6.2 Share Certificates. Share certificates shall be in such form as the directors may approve.

6.3 Lien on Shares. The Corporation shall be entitled to a lien on a share registered in the name of a shareholder or such shareholder’s legal representative for a debt of that shareholder to the Corporation.

6.4 Surrender of Certificates. No transfer shall be registered unless or until the certificate representing the shares to be transferred has been surrendered and cancelled.

SECTION SEVEN

MEETINGS OF SHAREHOLDERS

7.1 Chair and Secretary. The chair of any meeting of shareholders shall be the first mentioned of the following who is present: Chair, President or a Vice-President who is a director or shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chair. If the Secretary is absent, the chair shall appoint someone, who need not be a shareholder, to act as secretary of the meeting.

7.2 Persons Entitled to be Present. Subject to the articles, the only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and the auditor of the Corporation. Any other person may be admitted with the consent of the meeting.

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7.3 Quorum. A quorum for the transaction of business at any meeting of shareholders shall be at least two persons present in person or represented by proxy holding not less than 10% of the outstanding shares of the Corporation entitled to vote at the meeting and a meeting shall not continue with the transaction of any business in the absence of a quorum.

7.4 Votes to Govern. At any meeting of shareholders every question shall be determined by the majority of the votes cast on the question unless otherwise required by the Act, articles or bylaws. Upon an equality of votes the chair shall not have a second or casting vote.

7.5 Show of Hands. Whenever a vote by show of hands is taken upon a question, unless a ballot is required or demanded, a declaration by the chair as to the result of the vote shall be conclusive evidence thereof.

7.6 Ballots. A ballot when required or demanded shall be taken in such manner as the chair shall direct. A demand for a ballot may be withdrawn.

SECTION EIGHT

EFFECTIVE DATE

8.1 Effective Date: This by-law shall come into force when made by the board of directors in accordance with the Act.

8.2 Repeal: All previous by-laws of the Corporation are repealed as of the coming into force of this by-law. Such repeal shall not affect the previous operation of any by-law so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under any such by-law prior to its repeal.

MADE by the board: September 26, 2018

Thomas Flow, President

APPENDIX “F” - RESOLUTION TO ADOPT BY-LAW NO. 1

ORDINARY RESOLUTION OF THE SHAREHOLDERS OF
THE FLOWR CORPORATION

TO APPROVE THE ADOPTION OF BY-LAW NO. 1

BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

(a)	new by-law number one of the Corporation (“By-law No. 1”) adopted by the Board of Directors of the Corporation, the full text of which is reproduced in Appendix “E” to the management information circular of the Corporation dated November 26, 2018 is hereby approved, ratified, sanctioned and confirmed;

(b)	any one Director or officer of the Corporation be and is hereby authorized and directed for and on behalf of and in the name of the Corporation to execute and deliver, under the seal of the Corporation or otherwise, any deeds, documents, instruments and writings, with such amendments, additions, deletions and/or changes as he or she, in his or her discretion may approve or consider necessary, desirable or useful for the purpose of giving effect to these resolutions, including the adoption and implementation of By-law No. 1, and execution accordingly shall be conclusive evidence of such approval; and

(c)	any acts taken prior to the effective date of this resolution by any Director or officer of the Corporation in connection with the foregoing resolutions or the subject matter thereof are hereby approved, ratified, sanctioned and confirmed.

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APPENDIX “G” – BY-LAW NO. 2

BY-LAW NO. 2

A by-law relating to

the nomination of persons for

election to the board of directors of:

THE FLOWR CORPORATION

(the “Corporation”)

Nomination of Directors

Nomination Procedures. Except as otherwise provided by applicable law, the articles of the Corporation (the “Articles”) or the by-laws of the Corporation, only persons who are nominated in accordance with the following procedures will be eligible for election as a director of the Corporation. Nominations of a person for election to the board of directors of the Corporation (the “Board”) may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors,

	a.	by or at the direction of the Board or an authorized officer of the Corporation, including, without limitation, pursuant to a notice of meeting;

	b.	by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act (Ontario) (the “Act”) or a requisition of the shareholders made in accordance with the provisions of the Act; or

	c.	by any person (a “Nominating Shareholder”) (i) who, at the close of business on the date of the giving of the notice provided for in Section 3 below and on the record date for notice of such meeting, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting, and (ii) who complies with the notice procedures set forth below in this By-law No. 2.

2.	Nominations for Election. The procedures set out in this By-law No. 2 will be the exclusive means for any person to bring nominations for election to the Board before any annual or special meeting of shareholders of the Corporation.

3.	Timely Notice. In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Corporate Secretary of the Corporation at the registered office of the Corporation in accordance with this By-law No. 2.

4.	Manner of Timely Notice. To be timely, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must be made:

	a.	in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date (the “Notice Date”) on which the first Public Announcement (as defined below) of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the 10th day following the Notice Date; and

	b.	in the case of a special meeting (other than an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first Public Announcement of the date of the special meeting of shareholders was made.

5.	Proper Form of Notice. To be in proper written form, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must set forth:

as to each person (a “Nominee”) whom the Nominating Shareholder proposes to nominate for election as a director:

(i) the name, age, business address and residential address of the Nominee;

(ii) the Nominee’s status as a “resident Canadian” (as such term is defined in the Act);

(iii) the principal occupation, business or employment of the Nominee, both present and within the five years preceding the notice;

(iv) the designation and number or principal amount of securities of the Corporation which are, directly or indirectly, controlled or directed, or which are owned beneficially or of record, by the Nominee or his or her associates or affiliates as of the record date for the meeting of shareholders (if such date has been made publicly available and has occurred) and as of the date of such notice and the date or dates on which such securities were acquired;

(v) full particulars of all direct and indirect arrangements and understandings, between or among such Nominating Shareholder and beneficial owner, if any, and their respective Representatives, on the one hand, and the Nominee and his or her Representatives, on the other hand;

(vi) any other information relating to the Nominee that would be required to be disclosed in a dissident’s information circular in connection with solicitations of proxies for election of directors pursuant to the Act or Applicable Securities Laws (as defined below); and

(vii) a duly completed personal information form in respect of the Nominee in the form prescribed by the principal stock exchange on which the securities of the Corporation are then listed for trading;

as to the Nominating Shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made:

(i) the name and address of such Nominating Shareholder, as they appear on the Corporation’s securities register, and of such beneficial owner, if any, and of their respective Representatives;

(ii) the designation and number or principal amount of securities of the Corporation which are, directly or indirectly, controlled or which are owned beneficially or of record by such Nominating Shareholder, such beneficial owner, if any, or any of their respective Representatives and the date or dates on which such securities were acquired; and

(iii) any other information that would be required to be made in a dissident’s information circular in connection with solicitations of proxies for election of directors pursuant to the Act or Applicable Securities Laws.

6.	Notice to be updated. In addition, to be considered timely and in proper written form, a Nominating Shareholder’s notice will be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice will be true and correct as of the date that is ten days prior to the date of the meeting, or any adjournment or postponement thereof.

7.	Shareholder Discussion. No person will be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this By-law No. 2; provided, however, that nothing in this By-law No. 2 will be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act.

8.	Disclosure of Nominee Information. The Corporation shall make all information requested and received from the Nominee and Nominating Shareholder publicly available to the shareholders of the Corporation.

9.	Delivery of Notice. Notwithstanding any other provision of the by-laws of the Corporation, notice given to the Corporate Secretary of the Corporation pursuant to this By-law No. 2 may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the Corporate Secretary of the Corporation for purposes of this notice), and will be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the Corporate Secretary at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is not a Business Day or later than 5:00 p.m. (Eastern Time) on a day which is a Business Day, then such delivery or electronic communication will be deemed to have been made on the subsequent day that is a Business Day.

10.	Board Discretion. Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this By-law No. 2.

11.	Definitions. For purposes of this By-law No. 2:

	a.	“Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.

	b.	“Business Day” means any day other than a Saturday, Sunday or statutory holiday in the Province of Ontario.

	c.	“person” includes individuals, corporations, limited and unlimited liability companies, general and limited partnerships, associations, trusts, unincorporated organizations, joint ventures and any domestic or foreign legislative, executive, judicial or administrative body or person having or purporting to have jurisdiction in the relevant circumstances.

	d.	“Public Announcement” means disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

	e.	“Representative” of a person means the affiliates and associates of such person, all persons acting jointly or in concert with any of the foregoing, and the affiliates and associates of any of such persons acting jointly or in concert.

The by-laws of the Corporation, as amended from time to time, will be read together and will have effect, so far as practicable, as though all the provisions thereof were contained in one by- law of the Corporation.

MADE by the board: November 28, 2018

Thomas Flow, President

APPENDIX “H” - RESOLUTION TO ADOPT BY-LAW NO. 2

ORDINARY RESOLUTION OF THE SHAREHOLDERS OF
THE FLOWR CORPORATION

TO APPROVE THE ADOPTION OF BY-LAW NO. 2

BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

(a)	by-law number two of the Corporation (“By-law No. 2”) adopted by the Board of Directors of the Corporation, the full text of which is reproduced in Appendix “G” to the management information circular of the Corporation dated November 26, 2018 is hereby approved, ratified, sanctioned and confirmed;

(b)	any one Director or officer of the Corporation be and is hereby authorized and directed for and on behalf of and in the name of the Corporation to execute and deliver, under the seal of the Corporation or otherwise, any deeds, documents, instruments and writings, with such amendments, additions, deletions and/or changes as he or she, in his or her discretion may approve or consider necessary, desirable or useful for the purpose of giving effect to these resolutions, including the adoption and implementation of By-law No. 2, and execution accordingly shall be conclusive evidence of such approval; and

(c)	any acts taken prior to the effective date of this resolution by any Director or officer of the Corporation in connection with the foregoing resolutions or the subject matter thereof are hereby approved, ratified, sanctioned and confirmed.

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APPENDIX “I” RESOLUTION TO INCREASE SIZE OF BOARD

SPECIAL RESOLUTION OF THE SHAREHOLDERS OF
THE FLOWR CORPORATION

TO APPROVE THE INCREASE IN THE SIZE OF THE BOARD FROM SIX (6) TO NINE (9)

BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS THAT:

(a)	the number of Directors comprising the board of directors of The Flowr Corporation (the “Corporation”) shall be increased from six (6) to nine (9), being a number within the prescribed range as provided in the articles of the Corporation;

(b)	the Directors of the Corporation are hereby empowered to determine the number of directors of the Corporation hereafter from time to time by resolution of the board;

(c)	the persons nominated to serve as Directors of the Corporation be and they are hereby elected Directors of the Corporation to hold office until the next annual meeting of shareholders of the Corporation or until their successors are duly elected or appointed, subject to the provisions of the by-laws of the Corporation and the provisions of the Business Corporations Act (Ontario), including as may be required to fill the vacancy arising from the increase in the size of the board;

(d)	any one Director or officer of the Corporation be and is hereby authorized and directed for and on behalf of and in the name of the Corporation to execute and deliver, under the seal of the Corporation or otherwise, any deeds, documents, instruments and writings, with such amendments, additions, deletions and/or changes as he or she, in his or her discretion may approve or consider necessary, desirable or useful for the purpose of giving effect to these resolutions and execution accordingly shall be conclusive evidence of such approval;

(e)	all prior resolutions, by-laws, acts and proceedings of the Corporation inconsistent herewith are hereby amended, modified and revised in order to give effect to this special resolution; and

(f)	any acts taken prior to the effective date of this resolution by any Director or officer of the Corporation in connection with the foregoing resolutions or the subject matter thereof are hereby approved, ratified, sanctioned and confirmed.

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APPENDIX “J” – AUDIT COMMITTEE CHARTER

THE FLOWR CORPORATION

Audit Committee Charter

THE FLOWR CORPORATION

AUDIT COMMITTEE CHARTER

1.	Purpose

The Audit Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of The Flowr Corporation (the “Corporation”) appointed as required by (i) National Instrument 52-110 - Audit Committees (“NI 52-110”) (ii) Rule 5605 of the NASDAQ Stock Market Rules (including Rule 5605(c)(2)(A)) (“Rule 5605”); and (iii) Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended (“Rule 10A-3”). The purpose of the Committee is to oversee the accounting and financial reporting processes of the Corporation and the audits of the financial statements of the Company, and to assist the Board in fulfilling its oversight responsibilities for (i) the integrity of the Corporation’s financial statements, (ii) the process for identifying the Corporation’s principal financial risks and the control systems in place to monitor them; (iii) the Corporation’s compliance with legal and regulatory requirements, and (iv) the qualifications and independence of the auditor of the Corporation (the “external auditor”).

2.	Authority

The Committee has authority to conduct or authorize investigations into any matter within its scope of responsibility. It is empowered to:

(a)	Recommend to the Board the public accounting firm to be nominated for appointment by the Corporation’s shareholders as the independent external auditor

(b)	Be directly responsible for the appointment, compensation, retention and oversight of the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, subject to the appointment of the Corporation’s external auditor by the Corporation’s shareholders, as described above.. The external auditor will report directly to the Committee.

(c)	Resolve any disagreements between management and the external auditor regarding financial reporting.

(d)	Pre-approve permitted non-audit services performed by the Corporation’s external auditor.

(e)	Retain independent counsel, accountants, or others to advise the Committee or assist in its duties and to set and pay their applicable compensation.

(f)	Meet with the Corporation’s officers, external auditor or outside counsel, as necessary and communicate directly with the Corporation’s shareholders.

(g)	Delegate authority, to the extent permitted by applicable law, to one or more designated members of the Committee, including the authority to pre-approve all permitted non-audit services, provided that such decisions are reported to the full Committee at its next scheduled meeting.

(h)	Take such other actions as are authorized by this Charter or by other Corporation policies approved by the Board.

Audit Committee Charter

3.	Composition

(a)	The Committee must consist of at least three directors, as determined by resolution of the Board from time to time.

(b)	No member of the Committee can have participated in the preparation of the Corporation’s or any of its subsidiaries’ financial statements at any time during the past three years.

(c)	The Board, or any committee delegated by the Board, will recommend to the Board applicable directors for appointment to the Committee and the Chair of the Committee.

(d)	If and whenever a vacancy exists on the Committee, the remaining members may exercise all of its powers so long as there continue to be at least three members on the Committee. If at any time a vacancy exists on the Committee that the Board is required to fill, the Board may appoint a new member to fill such vacancy by ordinary resolution of the Board.

(e)	Subject to the exemptions contemplated by NI 52-110, Rule 10A-3 and Rule 5605, each member of the Committee shall be independent, pursuant to the requirements of NI 52-110, Rule 10A-3 and Rule 5605.

(f)	Each Committee member must be financially literate as defined in NI 52-110 and must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement.

(g)	At least one member of the Committee must be an “audit committee financial expert” under Item 407 of Regulation S-K or otherwise have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background which results in the individual’s financial sophistication.

(h)	The Board or the Committee may, from time to time, establish policies limiting the number of committees which Committee members may be appointed to.

4.	Meetings

(a)	The Committee must meet at least four times per year, and at least annually, privately, with each of management and the external auditor.

(b)	The greater of two members or 50% of the members of the Committee shall constitute a quorum. All resolutions of the Committee shall be made by a majority of its members present at a meeting duly called and held. All Committee members are expected to attend each meeting, in person or by telephone or video conference. Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made at a meeting duly called and held.

(c)	The Committee may invite such officers, directors and employees of the Corporation as it deems necessary or advisable from time to time to attend meetings of the Committee and assist in the discussion and consideration of the duties of the Committee.

Audit Committee Charter

(d)

The time at which and place where the meetings of the Committee shall be held and the calling of meetings and the procedure in all things at such meetings shall be determined by the Committee. Following a Committee meeting, the Committee Chair shall report on the Committees’ activities to the Board at the next Board meeting. The Committee must keep and approve minutes of its meetings in which shall be recorded all action taken by it, which minutes must be made available to the Board as soon as practicable after each meeting of the Committee.

5.	Responsibilities

The Committee must:

(a)	Review significant accounting and reporting issues and understand their impact on the financial statements, including but not limited to:

	(i)	complex or unusual transactions and highly judgmental areas;
	(ii)	major issues regarding accounting principles and financial statement presentation, including any significant changes in the Corporation’s selection or application of accounting principles;
	(iii)	any significant variances with comparative reporting periods; and
	(iv)	the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Corporation.

(b)	Review analyses prepared by management and/or the external auditor relating to significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of the selection or application of the Corporation’s accounting principles.

(c)	Review compliance with covenants under any loan agreements.

(d)	Review disclosure requirements for commitments and contingencies.

(e)	Review with management and the external auditor the results of the audit, including any difficulties encountered. This review will include any restrictions on the scope of the external auditor’s activities or on access to requested information, any significant disagreements with management, and adjustments raised by external auditors, whether or not included in the financial reports.

(f)	Review and discuss the annual audited financial statements and quarterly financial statements with management and the external auditor, including the Corporation’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”), including the discussion of critical accounting estimates included therein.

(g)	Review and recommend to the Board for approval, prior to public disclosure, the annual and quarterly financial statements, MD&A and annual and interim profit or loss press releases.

(h)	Review disclosures made by the Chief Executive Officer and the Chief Financial Officer during the certification process about significant deficiencies or material weakness in the design or operation of internal controls or any fraud that involves management or other employees who have a significant role in the Corporation’s internal controls and, if applicable, understand the basis upon which the certifying officers concluded that any particular deficiency or combination of deficiencies did or did not constitute a material weakness.

Audit Committee Charter

(i)	Review and recommend to the Board for approval, prior to public disclosure, financial information and earnings guidance provided externally, including to analysts and rating agencies if applicable. This review may be general (i.e., the types of information to be disclosed and the type of presentations to be made).

(j)	Satisfy itself that adequate procedures are in place, and periodically assess the adequacy of those procedures, for the review of any public disclosure of financial information extracted or derived from the financial statements, other than the statements themselves, the MD&A or the press releases referred to above.

(k)	Review and oversee all related party transactions for potential conflict of interest situations on an ongoing basis. The term "related party transactions" shall refer to transactions that would be required to be disclosed to the U.S. Securities and Exchange Commission pursuant to Form 20-F, Item 7.B., notwithstanding that the Corporation may file its annual reports on a different form.

(l)	Annually review and assess the Corporation’s policies in effect from time to time, including its Timely Disclosure, Confidentiality and Insider Trading Policy and make recommendations to the Board.

6.	Internal Control

The Committee shall also:

(a)	Consider the effectiveness of the Corporation’s system for internal control over financial reporting, including information technology security and control.

(b)	Review the scope of the external auditor’s review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management’s responses.

(c)	Review the external auditor’s management letters and management’s responses to such letters.

(d)	As requested by the Board, discuss with management and the external auditor the Corporation’s identifiable risks arising from any financial, operational or other deficiencies, the adequacy and effectiveness of the Corporation’s accounting and financial controls relating thereto, and the steps management has taken to monitor and control identified risks.

(e)	Annually review the Corporation’s disclosure controls and procedures, including any significant deficiencies in, or material non-compliance with same, and the steps management has taken to monitor and control such deficiencies or instances of non-compliance.

7.	External Audit

The Committee shall also:

(a)	Review the external auditor’s proposed audit scope and approach.

Audit Committee Charter

(b)	Review the performance of the external auditor. Annually review the report of the external auditor on matters required to be communicated to the Committee under Section 5135 (auditors’ responsibility to consider fraud) and Section 5751 (communications with those having oversight responsibility for the financial reporting process-independence) of the Canadian Institute of Chartered Accountants handbook and Rule 5605(c) (ensuring independence of external auditor).

(c)	Report any conclusions with respect to the external auditor to the Board.

(d)	Establish and periodically assess the Corporation’s hiring policies for partners, employees and former partners and employees of the current or prior external auditor.

(e)	At least once per year, meet privately with the external auditor to discuss any matters that the Committee or the external auditor believes should be discussed privately.

(f)	Review and pre-approve, in accordance with NI 52-110 and Rule 2-01(c)(7) of Regulation S-X, any non-audit services, provided by the Corporation’s external auditor, taking into consideration whether the delivery of non-audit services will interfere with the independence of the auditors. The pre-approval of non-audit services may be further delegated to one or more independent members of the Committee, provided that said pre-approval is presented to the Committee at its first scheduled meeting following such approval. The pre-approval requirement is satisfied with respect to the provision of de minimis non-audit services if:

	(i)	the aggregate amount of all such non-audit services provided to the Corporation which were not pre-approved constitutes not more than 5% of the total amount of fees paid by the Corporation and its subsidiaries to the external auditor during the fiscal year in which the non-audit services are provided;

	(ii)	the services were not recognized by the Corporation or its subsidiaries, at the time of the engagement, to be non-audit services; and

	(iii)	the services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more members of the Committee to whom authority to grant such approvals has been delegated by the Committee.

(g)	The Committee may from time to time establish specific pre-approval policies and procedures in accordance with NI 52-110.

(h)	The Committee shall be responsible for assuring the regular rotation of the lead audit partner of Company’s external auditor and considering regular rotation of the accounting firm serving as Company’s external auditor.

(i)	The Committee shall be responsible for obtaining and reviewing on a periodic basis, and at least annually, a formal written statement from the external auditor delineating all relationships between the external auditor and Company. The Committee is responsible for discussing with the external auditor any disclosed relationships or services that may impact the objectivity and independence of the external auditor and for taking or recommending that the Board take appropriate action in response to the external auditor’s report to satisfy itself of the external auditor’s independence.

Audit Committee Charter

8.	Compliance

The Committee shall also:

(a)	Annually review the effectiveness of the Corporation’s system of monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) of any instances of non- compliance.

(b)	Establish and periodically assess the adequacy of procedures for: (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees regarding questionable accounting or auditing matters.

(c)	Review findings of any examinations by regulatory agencies, and any external auditor’s observations made regarding those findings.

(d)	Review the process for communicating the Code of Business Conduct and Ethics to Corporation personnel, and for monitoring compliance therewith.

9.	Reporting Responsibilities

The Committee shall also:

(a)	Report to the Board about Committee activities and issues that arise with respect to the quality or integrity of the Corporation’s financial statements, the Corporation’s compliance with legal or regulatory requirements, the performance and independence of the Corporation’s external auditor and internal controls over financial reporting.

(b)	Review any other reports the Corporation issues that relate to Committee responsibilities.

(c)	Liaise with the external auditor and the Board to ensure that any material issues that have arisen related to compliance and governance have been addressed and that appropriate actions have been identified and undertaken to mitigate the issues identified.

(d)	The Committee shall at least annually evaluate its own performance and the contents of this Charter, and recommend to the Board such changes to the Charter as the Committee deems appropriate.

10.

Other responsibilities

The Committee shall also:

(a)	Discuss with management the Corporation’s major polices with respect to risk assessment and risk management.

(b)	Perform other activities related to this Charter as requested by the Board.

Audit Committee Charter

(c)	Institute and oversee special investigations as required with respect to the discharge of the Committee’s duties hereunder.

(d)	Ensure appropriate disclosure of this Charter as may be required by applicable law.

11.

Funding

The Corporation shall provide for appropriate funding, as determined by the Committee, for payment of:

(a)	Compensation to the external auditor;

(b)	Compensation to any counsel and advisers employed by the Committee pursuant to the terms of this Charter; and

(c)	Ordinary administrative expenses of Committee that are necessary or appropriate in carrying out its duties.

EX-99.43 44 exhibit99-43.htm EXHIBIT 99.43 The Flowr Corp.: Exhibit 99.43 - Filed by newsfilecorp.com

THE FLOWR CORPORATION

Code of Business Conduct and Ethics

1. Introduction.

1.1 The Board of Directors of THE FLOWR CORPORATION (together with its subsidiaries, the "Company") has adopted this Code of Business Conduct and Ethics (the "Code"), effective November 28, 2018 in order to:

(a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

(b) promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and Canadian securities regulators, and in other public communications made by the Company;

(d) promote the protection of Company assets, including corporate opportunities and confidential information;

(e) promote fair dealing practices;

(f) deter wrongdoing; and

(g) ensure accountability for adherence to the Code.

1.2 All directors, officers and employees are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below in Section 10, Reporting and Enforcement.

1.3 The Company may designate certain consultants of the Company as being subject to this Code. Any consultant so designated must comply with the same provisions of this Code as are applicable to an employee.

2. Honest and Ethical Conduct.

2.1 The Company's policy is to promote high standards of integrity by conducting its affairs honestly and ethically.

2.2 Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.

Code of Business Conduct and Ethics

3. Conflicts of Interest.

3.1 A conflict of interest occurs when an individual's private interest (or the interest of a member of his or her family) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company.

3.2 Personal loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such personal loans or guarantees, depending on the facts and circumstances. Personal loans by the Company to, or guarantees by the Company of obligations of, any director or executive officer are expressly prohibited.

3.3 Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized as described in Section 3.4.

3.4 Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, the Chief Financial Officer or the Chief Executive Officer. The Chief Financial Officer may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Chief Executive Officer with a written description of the activity and seeking the Chief Executive Officer’s written approval. If the Chief Financial Officer is himself involved in the potential or actual conflict, the matter should instead be discussed directly with the Chief Executive Officer.

Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee.

4. Compliance.

4.1 Employees, officers and directors should comply, both in letter and spirit, with all laws, rules and regulations applicable to the Company and its operations.

4.2 Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Legal Department.

4.3 No director, officer or employee may purchase or sell any Company securities while in possession of material non-public information regarding the Company, nor may any director, officer or employee purchase or sell another company's securities while in possession of material non-public information regarding that company. It is against Company policies and illegal for any director, officer or employee to use material non-public information regarding the Company or any other company to:

Code of Business Conduct and Ethics

(a) obtain profit for himself or herself; or

(b) directly or indirectly "tip" others who might make an investment decision on the basis of that information.

5. Disclosure.

5.1 The Company's periodic reports and other documents filed with the SEC and Canadian securities regulators, including all financial statements and other financial information, must comply with applicable securities laws and rules.

5.2 Each director, officer and employee who contributes in any way to the preparation or verification of the Company's financial statements and other financial information must ensure that the Company's books, records and accounts are accurately maintained. Each director, officer and employee must cooperate fully with the Company's accounting and internal audit departments, as well as the Company's independent public accountants and counsel.

5.3 Each director, officer and employee who is involved in the Company's disclosure process must:

(a) be familiar with and comply with the Company's disclosure controls and procedures and its internal control over financial reporting; and

(b) take all necessary steps to ensure that all filings with the SEC and Canadian securities regulators and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.

6. Protection and Proper Use of Company Assets.

6.1 All directors, officers and employees should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability and are prohibited.

6.2 All Company assets should be used only for legitimate business purposes, unless otherwise permitted by the Company’s Employee Handbook. Any suspected incident of fraud or theft should be reported for investigation immediately.

6.3 The obligation to protect Company assets includes the Company's proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any non-public financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.

Code of Business Conduct and Ethics

7. Corporate Opportunities. All directors, officers and employees owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Company assets, property, information or position. Directors, officers and employees may not use Company assets, property, information or position for personal gain (including gain of friends or family members). In addition, no director, officer or employee may compete with the Company.

8. Confidentiality. Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company or by its customers, suppliers or partners, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes all non-public information (regardless of its source) that might be of use to the Company's competitors or harmful to the Company or its customers, suppliers or partners if disclosed. The foregoing obligations of confidentiality are subject to applicable whistleblower laws, which protect your right to provide information to governmental and regulatory authorities. You are not required to seek the Company’s permission or notify the Company of any communications made in compliance with applicable whistleblower laws, and the Company will not consider such communications to violate this or any other Company policy or any agreement between you and the Company.

9. Fair Dealing. Each director, officer and employee must deal fairly with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse or privileged information, misrepresentation of facts or any other unfair dealing practice.

10. Reporting and Enforcement.

10.1 Reporting and Investigation of Violations.

(a) Actions prohibited by this Code involving directors or executive officers must be reported to the Audit Committee.

(b) Actions prohibited by this Code involving anyone other than a director or executive officer must be reported to the Chief Financial Officer or the Chief Executive Officer.

(c) After receiving a report of an alleged prohibited action, the Audit Committee, the Chief Financial Officer or the Chief Executive Officer must promptly take all appropriate actions necessary to investigate.

(d) All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.

Code of Business Conduct and Ethics

10.2 Enforcement.

(a) The Company must ensure prompt and consistent action against violations of this Code.

(b) If, after investigating a report of an alleged prohibited action by a director or executive officer, the Audit Committee determines that a violation of this Code has occurred, the Audit Committee will report such determination to the Board of Directors.

(c) If, after investigating a report of an alleged prohibited action by any other person, the Chief Financial Officer or the Chief Executive Officer determines that a violation of this Code has occurred, the Chief Financial Officer or the Chief Executive Officer will report such determination to the General Counsel.

(d) Upon receipt of a determination that there has been a violation of this Code, the Board of Directors or the General Counsel will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.

10.3 Waivers.

(a) Each of the Board of Directors (in the case of a violation by a director or executive officer) and the General Counsel (in the case of a violation by any other person) may, in its discretion, waive any violation of this Code.

(b) Any waiver for a director or an executive officer shall be disclosed as required by all applicable securities laws and stock exchange rules.

10.4 Prohibition on Retaliation.

The Company does not tolerate acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code.

EX-99.44 45 exhibit99-44.htm EXHIBIT 99.44 The Flowr Corporation - Exhibit 99.44 - Filed by newsfilecorp.com

The Flowr Corporation Hires Lance Emanuel as President

MARKHAM, ONTARIO, DECEMBER 14, 2018 – The Flowr Corporation (“Flowr” or “the Company”) (TSX.V:F LWR), a Canadian Licensed Producer of premium cannabis products, announced today that Lance Emanuel has agreed to join the Company as its President.

Mr. Emanuel has a proven record of successfully building and scaling companies in highly regulated industries. He brings a wealth of experience in the management of operations, sales, technology, legal, compliance and regulatory affairs as well as in procuring both debt and equity financing and developing large scale strategic partnerships.

“Lance’s experience building companies from conception into multi-million-dollar enterprises and managing critical aspects of business operations will be invaluable as we scale Flowr in Canada and beyond, ”said Tom Flow and Vinay Tolia, Flowr’s Co-CEOs. “We’ are pleased and excited to welcome Lance to Flowr as we continue to add depth and breadth to our executive team.”

Mr. Emanuel co-founded Quarter Spot, Inc., a high-growth online lending platform that makes small business credit more affordable and available through technology, data-science and market-economics. As President and Chief Operating Officer, Mr. Emanuel helped build the company into an industry leader by creating its lending framework, identifying high margin sales channels and overseeing the profitable issuance of over 8,500 loans and $670 million in financing in less than six years. He also led several major business development initiatives for Quarter Spot, including forming LASO, Inc., the company’s intellectual property arm, which enabled the company to white label its technology and data science to financial institutions. At Quarter Spot, Mr. Emanuel developed of a white label distribution partnership with one of the three largest credit bureaus in the United States.

Priorto Quarter Spot, Mr. Emanuel was General Counsel and Chief Operating Officer at Got Coders, Inc., a software development consultancy headquartered in New York City with operations in China.

Mr. Emanuel holds a BBA, with distinction, from the University of Michigan’s Ross School of Business and received his Juris Doctor from the Benjamin N. Cardozo School of Law in New York City. He has been licensed to practice law in New York State since 2008.

About Flowr

The Flowr Corporation (TSX.V:FLWR), through its subsidiaries, holds a cannabis production and sales license granted by Health Canada. With a head office in Markham, ON and a production facility in Kelowna, BC, Flowr builds and operates large-scale, GMP-designed cultivation facilities utilizing its own patented growing systems. Flowr’s investment in research and development along with its sense of craftsmanship and a spirit of innovation is expected to enable it to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market.

For more information, visit www.flowr.ca Follow Flowr on Twitter: @FlowrCanada; Facebook: Flowr Canada; Instagram: @flowrcanada; and LinkedIn: TheFlowrCorporation.

On behalf of The Flowr Corporation:
Vinay Tolia
Co-Chief Executive Officer

Contacts

Media

Jim Walsh :+1.607.275.7141,jwalsh@flowr.ca

Bruce Dunbar: +1.917.756.4065,bdunbar@flowr.ca

Investors

Alex Dann: +1416.464.4067, adann@flowr.ca

Forward-Looking Information

This press release includes forward-looking information within the meaning of Canadian securities laws regarding Flowr and its business, which may include, but are not limited to: Flowr’s investment in research and development along with its sense of craftsmanship and a spirit of innovation enabling it to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market, statements with respect to Flowr’s management team, statements with respect to Mr. Emanuel, including, without limitation, his track record and his value to Flowr, Flowrs caling in Canada and beyond, the addition of breath and depth to the Flowr executive team and other factors. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative and grammatical variations)of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of Flowr’s management and are based on assumptions and subject to risks and uncertainties. Although Flowr’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting Flowr, including risks relating to Mr. Emanuel not proving to add depth or breadth to Flowr’s management team, Mr. Emanuel not adding value to Flowr, Flowr not scaling in Canada or beyond Canada, Flowr not investing in research and development, Flowr’s sense of craftmanship and investment in R & D not enabling it to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market, which could have a material impact of Flowr’s sales and revenues, Flowr’ s inability to construct its facilities, or in the time anticipated, Flowr requiring additional financing from time to time in order to continue its operations and such financing may not be available when needed or on terms and conditions acceptable to the Company, new laws or regulations adversely affecting the Company’s business and results of operations, results of operation activities and development of projects, project cost overruns or unanticipated costs and expenses, the inability of "Flowr’s" products to be high quality, the inability of Flowr to produce and distribute premium, high quality products, the in ability to supply products or any delay in such supply, Flowr’s securities, the inability to generate cash flows, revenues and/or stable margins, the inability to grow organically, risks associated with the geographic markets in which Flowr operates and/or distributes its products, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), risks associated with the use of Flowr’s products, the cannabis industry and the regulation thereof, the failure to comply with applicable laws, risks relating to partnership arrangements, possible failure to realize the anticipated benefits of partnership arrangements, product launches (including, without limitation, unsuccessful product launches), the inability to launch products, the failure to obtain regulatory approvals, economic factors, market conditions, risks associated with the acquisition and/or launch of products, the equity and debt markets generally, risks associated with growth and competition (including, without limitation, with respect to Flowr’s products), general economic and stockmarket conditions, risks and uncertainties detailed from time to time in Flowr’s filings with the Canadian Securities Administrators and many other factors beyond the control of Flowr. Although Flowr has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there maybe other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information speaks only as of th edate on which it is made and Flowr undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.

-ends-

EX-99.45 46 exhibit99-45.htm EXHIBIT 99.45 The Flowr Corporation - Exhibit 99.45 - Filed by newsfilecorp.com

FLOWR EXPANDS INTO GLOBAL MARKETS BY ACQUIRING 19.8% OF LARGE-SCALE

PORTUGUESE AND AUSTRALIAN CANNABIS PRODUCER HOLIGEN

Gains Footprint in EU Market through Company with the

Potential for 500,000 kg of Annual Low-Cost Production

Transaction Highlights

Terms and License Agreement:

Flowr acquires 19.8% of Holigen.
Enters into an exclusive termed IP licensing agreement which is expected to significantly accelerate the completion of Holigen’s construction and licensing projects.
Cash payment of C$6 million.

Massive Scale: Holigen is in the final stages of obtaining a license for one of the most significant cultivation facilities in the developed world which includes an outdoor cultivation license allowing a potential 500,000 kgs of annual capacity on 65 hectares.

Low Production Costs: Large scale outdoor production in Portugal could produce one of the lowest cost cultivation opportunities in the world given Portugal’s climate and workforce in combination with Flowr’s cultivation expertise.

Global Distribution: Holigen is in the final stages of obtaining a license in Portugal allowing export of low-cost cannabis products, providing direct access to EU markets as well as global exports.

Growing Network: Holigen is forming partnerships with major distributors serving Germany, Poland, UK and Ireland and has strong ties to the largest medical cannabis distributor in Australia with distribution channels across 35 countries.

Opportunity: Currently 22 countries in Europe have medical cannabis programs. By 2028, Europe’s medical cannabis market is projected to grow to over C$84 billion and Australia’s cannabis market to over C$11 billion (Source: Prohibition Partners)

“We believe this is a transformative transaction that establishes Flowr as a global player in the cannabis industry,” said Vinay Tolia, Co-CEO of The Flowr Corporation. “We’re using our financial strength and industry-leading cultivation expertise to gain exposure to the rapidly expanding European and Australian markets through Holigen.”

MARKHAM, ONTARIO, DECEMBER 20, 2018 – The Flowr Corporation (“Flowr” or “the Company”) (TSX.V: FLWR; OTC: FLWPF), a Canadian Licensed Producer of premium cannabis products, announced today it has acquired a 19.8% interest in Holigen Limited (Holigen). Flowr will provide, among other things, its cultivation, 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.

Significant Cultivation Facilities, Potential Low-Cost Production

Holigen is a European-based cannabis company in the process of developing large-scale cannabis cultivation facilities and Good Manufacturing Process (GMP) compliant production facilities that are expected to provide finished medical cannabis products, pharmaceutical ingredients, and plants and seeds to medical cannabis markets globally. 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. This project has been designated a Project of National Interest by the Portuguese government, which ensures special handling and prioritization by government agencies and access to low cost financing.

Benefitting from Portugal’s climate, cost-effective land and labour, and the high crop yields it expects to generate by employing Flowr’s cultivation IP, Holigen could be among the lowest cost producers in the world.

“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.

Licensing Near Completion, GMP Certification Expected

Holigen 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. These applications were considered compliant with local regulations by the health authorities in Portugal (INFARMED). Both sites are pending inspections to complete the licensing process. Holigen anticipates licenses to be granted for site 1 by Q2 2019 and site 2 by early 2020. Its Australian facilities have already achieved GMP certifications with respect to the relabeling and release of products. As the fit-out of the facility progresses, Holigen expects to arrange further GMP inspections.

In Australia, Holigen 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.

Development Details

Holigen currently is developing four cultivation facilities in Portugal and Australia along with production and R&D facilities. These sites include:

A 65 hectare (seven million square foot) outdoor cultivation site in Portugal that is expected to be partly operational in the second quarter of 2019 and fully operation in the first quarter of 2021 with potential production of more than 500,000 kg annually;
A 294,000 square foot greenhouse facility in Portugal that is expected to begin operating in the first quarter of 2020 with potential production of 110,000 kg annually;
An indoor facility in Portugal expected to begin production in mid -2019 with a potential capacity of approximately 3,500 kg annually and the potential capacity to extract up to 49 tons of dried product;
Approximately 90,000 square feet of planned GMP-compliant production facilities integrated into the Portuguese cultivation centers; and,
A 2.4 hectare site in Sydney suitable for cultivation and manufacturing, which includes a 3,500 square foot indoor cultivation facility with a potential capacity of over 1,000 kg annually.

“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.”

Holigen is led by Messrs. Duffy and Comerford and employs an operational team that includes seasoned pharmaceutical engineers led by Aldo Vidinha. These proven leaders have experience building sizable companies and facilities around the world and in the medical, manufacturing and pharmaceutical industries.

The closing of the transaction is subject to satisfaction of certain customary closing conditions (including any required stock exchange approval).

About Flowr

The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF), through its subsidiaries, holds a cannabis production and sales license granted by Health Canada. With a head office in Markham, ON and a production facility in Kelowna, BC, Flowr builds and operates large-scale, GMP-designed cultivation facilities utilizing its own patented growing systems. Flowr’s investment in research and development along with its sense of craftsmanship and a spirit of innovation is expected to enable it to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market.

For more information, visit www.flowr.ca Follow Flowr on Twitter: @FlowrCanada; Facebook: Flowr Canada; Instagram: @flowrcanada; and LinkedIn: The Flowr Corporation.

On behalf of The Flowr Corporation:

Vinay Tolia

Co-Chief Executive Officer

Contacts

Media

Jim Walsh: +1.607.275.7141, jwalsh@flowr.ca

Bruce Dunbar: +1.917.756.4065, bdunbar@flowr.ca

Investors

Bram Judd: +1.250.277.2539 ext. 1520, bram@flowr.ca

Forward-Looking Information

This press release includes forward-looking information within the meaning of Canadian securities laws regarding Flowr, Holigen and their respective businesses, which may include, but are not limited to: the transactions described herein, the production capacity of Holigen, the cost of production of Holigen, the IP licensing agreement accelerating the completion of Holigen’s construction and licensing projects, the scale of Holigen, including with respect to Holigen having one of the most significant cultivation facilities in the development world, Portugal providing Holigen with the climate and workforce, in combination with Flowr’s cultivation expertise, to produce one of the lowest cost cultivation operations, the status of Holigen’s licensing process, including the timing of receipt of all required licenses, Holigen being able to export low-cost cannabis and having direct access to EU markets and global markets, the partnerships Holigen is forming with distributors in Germany, Poland, the UK and Ireland, the transaction proving to be transformative for Flowr, the use of Flowr’s financial strength and industry leading cultivation expertise gaining it exposure to the European and Australian markets through Holigen, Holigen’s facilities, Holigen seeking to have GMP compliant facilities, Holigen’s facilities producing finished medical cannabis products, pharmaceutical ingredients, plants and seeds to the medical cannabis market globally, the combination of Holigen and Flowr creating a worldwide leader in production, the dates for inspections and final granting of licenses for Holigen’s facilities and properties, Holigen seeking additional GMP inspections in the future, the completion and operational dates for Holigen’s facilities and properties, including the timing thereof, the production capacity of such facilities and properties, the extraction of dried flower at Holigen’s facilities, the relationship between Flowr and Holigen creating a leading cannabis franchise in Europe and Australia, Holigen working to develop medical cannabis brands, leveraging its distribution partnerships, and evaluating alternative product lines, such as infused beverages, the partnership between Flowr and Holigen allowing Holigen to execute on the licenses it holds and is obtaining, Holigen being perfectly positioned within the Australian government’s export strategy, the transaction placing both companies in a unique position to act as a true medical cannabis multinational, Flowr’s investment in research and development along with its sense of craftsmanship and spirit of innovation enabling it to provide premium-quality cannabis that appeals to the adult-use market and addresses specific patient needs in the medicinal market and other factors. Often, but not always, forward-looking information can be identified by the use of words such as “potential”, “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of Flowr’s management and are based on assumptions and subject to risks and uncertainties. Although Flowr’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting Flowr, including risks relating to the failure to obtain regulatory approvals, the failure to complete the transaction described herein, including as a result of certain conditions not being satisfied, risks relating to the use of Flowr’s or Holigen’s products, risks relating to the markets in which Flowr and Holigen operate and/or distribute their respective products, possible failure to realize the anticipated benefits of the transaction described herein, risks associated with the license agreement described herein, including Holigen’s breach of such agreement or the infringement of third party IP rights, the reliance on information provided by Holigen about its business and plans, risks associated with the transaction, including the inability of Holigen to complete its licensing process or construct its facilities or properties as a result of a lack of funding, the production capacity of Holigen being less than expected, thus impacting revenues and earnings, the cost of production of Holigen being more than expected, resulting in lower earnings, the IP licensing agreement not accelerating the completion of Holigen’s construction and licensing projects, the scale of Holigen not being as significant as described herein, Holigen not having one of the most significant cultivation facilities in the development world, or competitors being able to construct and operate comparable facilities and properties, Portugal and Flowr failing to provide Holigen with the climate, workforce and cultivation expertise, as applicable, to produce one of the lowest cost cultivation operations, Holigen’s licensing process being delayed or not completed, Holigen not being able to export low-cost cannabis and not having direct access to EU markets and global markets, which would materially impact revenues and earnings, Holigen failing to form partnerships with distributors in Germany, Poland, the UK and Ireland, the transaction not proving to be transformative for Flowr, Flowr’s financial strength and industry leading cultivation expertise and partnership with Holigen not enabling Flowr to gain exposure to the European and Australian markets, risks associated with Holigen’s facilities, Holigen not being able to construct and license GMP compliant facilities, which could impact the ability to sell products where such compliance is required, Holigen’s facilities not producing finished medical cannabis products, pharmaceutical ingredients, plants and seeds that can be distributed globally, the combination of Holigen and Flowr failing to create a worldwide leader in production, the dates for inspections and final granting of licenses for Holigen’s facilities and properties being delayed and/or not being completed, Holigen failing to complete, or failing to achieve the operational dates for, its facilities and properties, the production capacity of such facilities and properties not being achieved, which could materially impact the value of Holigen, the inability to extract dried flower at Holigen’s facilities, the relationship between Flowr and Holigen failing to create a leading cannabis franchise in Europe and Australia, Holigen’s inability to develop medical cannabis brands, leveraging its distribution partnerships, or evaluating alternative product lines, such as infused beverages, the partnership between Flowr and Holigen not benefiting Holigen in executing on the licenses it holds and is obtaining, Holigen failing to participate in the Australian government’s export strategy or being delayed in participating in such opportunity, Holigen and Flowr not being in a unique position to act as a true medical cannabis multinational, Holigen’s inability to grow the amount of cannabis described herein, which could adversely impact revenues, the fact that the facilities described herein may not include all the elements described in this press release, which could adversely impact the partnership described herein, Flowr not being able to sustain its competitive advantage in cultivation and being unable to remain at the forefront of industry innovation, whether as a result of failed construction of the facilities described herein or otherwise, Flowr not being able to meet demand or fulfill purchase orders, which could materially impact revenues and its relationships with purchasers, Flowr requiring additional financing from time to time in order to continue its operations or assist Holigen with its licensing and construction projects, and such financing may not be available when needed or on terms and conditions acceptable to the Company, new laws or regulations adversely affecting the Company’s business and results of operations, results of operation activities and development of projects, project cost overruns or unanticipated costs and expenses, the inability of Flowr’s products to be high quality, the inability of Flowr to produce and distribute premium, high quality products, the inability to supply products or any delay in such supply, Flowr’s securities, the inability to generate cash flows, revenues and/or stable margins, the inability to grow organically, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), the cannabis industry and the regulation thereof, the failure to comply with applicable laws, risks relating to partnership arrangements, possible failure to realize the anticipated benefits of partnership arrangements, product launches (including, without limitation, unsuccessful product launches), the inability to launch products, Flowr not being able to provide premium quality cannabis that appeals to the adult-use market and addresses specific patient needs in the medicinal market, the failure to obtain regulatory approvals, economic factors, market conditions, risks associated with the acquisition and/or launch of products, the equity and debt markets generally, risks associated with growth and competition (including, without limitation, with respect to Flowr’s and Holigen’s products), general economic and stock market conditions, risks and uncertainties detailed from time to time in Flowr’s filings with the Canadian Securities Administrators and many other factors beyond the control of Flowr. Although Flowr has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information speaks only as of the date on which it is made and Flowr undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.

- ends -

EX-99.46 47 exhibit99-46.htm EXHIBIT 99.46 The Flowr Corporation - Exhibit 99.46 - Filed by newsfilecorp.com

EX-99.47 48 exhibit99-47.htm EXHIBIT 99.47 The Flowr Corporation - Exhibit 99.47 - Filed by newsfilecorp.com

Flowr Signs Medical Cannabis Supply Agreement with Shoppers Drug Mart

FlowrRx Products Now Available Exclusively Through Shoppers Drug Mart Online Site

KELOWNA, BRITISH COLUMBIA, JANUARY 9, 2019 – The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF), through its subsidiary The Flowr Group (Okanagan) Inc. (collectively “Flowr” or the “Company”), announced today that it has entered into an agreement to supply medical cannabis to Shoppers Drug Mart (Shoppers) on a purchase order basis. The term of the supply agreement is three (3) years, with a two (2) year renewal term.

Flowr is a Canadian Licensed Producer of premium cannabis products and will supply Shoppers with its FlowrRx brand of premium medical cannabis products. The products initially will be sold online only as Canadian regulations currently restrict the sale of medical cannabis in retail pharmacies.

Flowr also announced that Shoppers’ new ecommerce site (shoppersdrugmart.ca/cannabis) will be the exclusive direct-to-patient online provider of FlowrRx products. Flowr believes this agreement presents the opportunity to significantly increase its sales of medical cannabis products in Canada, a market that Deloitte has estimated could reach C$1.8 billion in sales in 2019.¹ Currently FlowrRx products are available online to patients registered via the Company’s website and in select clinics.

“We believe that partnering with Shoppers Drug Mart to provide patients with premium medical cannabis is a game-changing opportunity for Flowr’s medical business and we look forward to working with their team,” said Tom Flow, Flowr’s Co-CEO. “FlowrRx products are grown in facilities designed to pharmaceutical industry manufacturing standards and using strict processes that should enable us to provide patients with both the high quality they seek and the consistent benefits they need.”

Flowr’s cultivation team employs exacting protocols throughout the growing and curing process seeking to consistently provide medical clients with their desired medicinal benefits. Flowr’s products are grown in the world-famous Okanagan Valley of British Columbia in facilities that employ proprietary cultivation systems and are engineered to Good Manufacturing Process standards. Flowr then carefully harvests, hand trims and craft cures its products.

Shoppers, a division of Loblaw Companies Limited (TSE: L), is Canada’s leading drug store retailer with approximately 1,300 pharmacist-owned locations from coast-to-coast.

About Flowr

^{_______________________________________

1} Deloitte, A Society in Transition, an Industry Ready to Bloom, June 2018

For more information, visit www.flowr.ca Follow Flowr on Twitter: @FlowrCanada; Facebook: Flowr Canada; Instagram: @flowrcanada; and LinkedIn: The Flowr Corporation.

On behalf of The Flowr Corporation:
Tom Flow
Co-CEO

Contacts

Media
Jim Walsh: +1.607.275.7141, jwalsh@flowr.ca
Bruce Dunbar: +1.917.756.4065, bdunbar@flowr.ca

Investors
Bram Judd: +1.905.940.3993 ext.1520, bram@flowr.ca

Forward-Looking Information

This press release includes forward-looking information within the meaning of Canadian securities laws regarding Flowr and its business, which may include, but are not limited to: the products initially being sold online, adding Flowr’s products to Shoppers’ offerings will provide Shoppers’ clients with a premium option, the track record of Flowr’s cultivation team, the agreement with Shoppers presenting Flowr with the opportunity to significantly increase sales of medical cannabis, the market for medical cannabis in Canada for 2019, the belief that partnering with Shoppers being game changing for Flowr’s business and sales, Flowr’s facilities being designed in a way that should enable it to provide patients with both high quality products and consistent benefits, Flowr’s cultivation team employing exacting protocols throughout the growing and curing process that seek to consistently provide medical clients with their desired medicinal benefits, Flowr’s investment in research and development along with its sense of craftsmanship and a spirit of innovation enabling it to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market and other factors. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of Flowr’s management and are based on assumptions and subject to risks and uncertainties. Although Flowr’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting Flowr, including risks relating to the inability to continue to supply patients online, the inability of the Flowr products providing Shoppers’ clients with a premium option, Flowr’s cultivation team failing to achieve the standards or level of products described herein, including with respect to quality and consistency of product offerings, the supply agreement with Shoppers not being a game changing opportunity for Flowr’s medical cannabis products in Canada, including, without limitation, not increasing sales of Flowr’s medical products, the inability of Flowr to capture any portion of the expected Canadian market described herein, the inability of Flowr to maintain its facilities at pharmaceutical industry manufacturing standards and using strict processes to enable it to provide patients with high quality and consistent products, which could significantly impact sales of Flowr’s products, Flowr’s cultivation team not employing exacting protocols throughout the growing and curing process, which could impact the quality of the products and the medicinal benefits for patients, Flowr not being able to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market, Flowr’s inability to excel at cultivating premium cannabis, Flowr’s inability to construct its facilities, or in the time anticipated, Flowr requiring additional financing from time to time in order to continue its operations and such financing may not be available when needed or on terms and conditions acceptable to the Company, new laws or regulations adversely affecting the Company’s business and results of operations, results of operation activities and development of projects, project cost overruns or unanticipated costs and expenses, the inability of Flowr’s products to be high quality, the inability of Flowr to produce and distribute premium, high quality products, the inability to supply products or any delay in such supply, which could result in significant penalties or costs being imposed on Flowr, Flowr’s securities, the inability to generate cash flows, revenues and/or stable margins, the inability to grow organically, risks associated with the geographic markets in which Flowr operates and/or distributes its products, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), risks associated with the use of Flowr’s products, the cannabis industry and the regulation thereof, the failure to comply with applicable laws, risks relating to partnership arrangements, possible failure to realize the anticipated benefits of partnership arrangements, including those described herein, product launches (including, without limitation, unsuccessful product launches), the inability to launch products, the failure to obtain regulatory approvals, economic factors, market conditions, risks associated with the acquisition and/or launch of products, the equity and debt markets generally, risks associated with growth and competition (including, without limitation, with respect to Flowr’s products), general economic and stock market conditions, risks and uncertainties detailed from time to time in Flowr’s filings with the Canadian Securities Administrators and many other factors beyond the control of Flowr. Although Flowr has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information speaks only as of the date on which it is made and Flowr undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.

- ends -

EX-99.48 49 exhibit99-48.htm EXHIBIT 99.48 The Flowr Corp.: Exhibit 99.48 - Filed by newsfilecorp.com

Flowr Expects to More than Double Current Capacity with Additional Grow Rooms

Kelowna 1 Facility on Track for Completion in Third Quarter 2019

KELOWNA, BRITISH COLUMBIA, JANUARY 24, 2019 – The Flowr Corporation (TSX.V: FLWR) (OTC: FLWPF) (“Flowr” or the “Company”), a Canadian Licensed Producer of premium cannabis products, announced today that it received approval from Health Canada to open additional grow rooms at its Kelowna 1 cultivation facility. The Company expects to begin growing in a portion of the newly approved rooms immediately.

Kelowna 1 is Flowr’s initial cultivation facility that is under construction in the world-famous Okanagan Valley of British Columbia. The additional rooms will raise the total number of flower rooms Flowr is operating to ten (10), which is expected to more than double its current capacity and bring the facility to 50% completion.

The Company expects to have the facility complete with a total of 20 grow rooms prior to the end of the third quarter of this year. When complete, Flowr expects the approximately 85,000 square foot facility to produce at a capacity of approximately 10,000 kilograms of premium cannabis flower on an annualized basis.

“We’re building out our capacity as planned to ensure we can meet the growing demand for our products from our provincial partners and under our new medical cannabis supply agreement with Shoppers Drug Mart,” said Tom Flow, Co-CEO of Flowr. “The shortage of premium adult-use cannabis we predicted has become a reality since last October and ramping up our facilities will provide much-needed, high-quality product to the market.”

Flowr’s cultivation facilities are being constructed to Good Manufacturing Practice (GMP) standards. They employ proprietary designs and systems to create a highly controlled growing environment that the Company expects will enable it to produce a large portion of its premium cannabis without requiring irradiation to meet Health Canada standards. The Company’s cultivation team follows exacting protocols throughout the growing process then carefully harvests, hand trims and craft cures its products, seeking to deliver a premium experience for consumers.

About Flowr

The Flowr Corporation (TSX.V: FLWR) (OTC: FLWPF), through its subsidiaries, holds a cannabis production and sales license granted by Health Canada. With a head office in Markham, ON and a production facility in Kelowna, BC, Flowr builds and operates large-scale, GMP-designed cultivation facilities utilizing its own patented growing systems. Flowr’s investment in research and development along with its sense of craftsmanship and a spirit of innovation is expected to enable it to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market.

For more information, visit www.flowr.ca Follow Flowr on Twitter: @FlowrCanada; Facebook: Flowr Canada; Instagram: @flowrcanada; and LinkedIn: The Flowr Corporation.

On behalf of The Flowr Corporation:

Tom Flow

Co-CEO

Contacts

Media

Jim Walsh: +1.607.275.7141, jwalsh@flowr.ca

Bruce Dunbar: +1.917.756.4065, bdunbar@flowr.ca

Investors

Bram Judd: +1.905.940.3993 ext.1520, bram@flowr.ca

Forward-Looking Information

This press release includes forward-looking information within the meaning of Canadian securities laws regarding Flowr and its business, which may include, but are not limited to: the capacity at Flowr’s facility, including at such time that the additional rooms are completed and at the time of completion of Kelowna 1, the timing of beginning to grow product in the additional rooms described herein, the expected completion of construction of Kelowna 1, including the phases of completion, the amount of product that Flowr expects to grow upon completion of Kelowna 1 on an annualized basis, Flowr building capacity to meet the growing demand for its products from its customers, the ramping up of Flowr’s facilities providing much-needed, high-quality product to the market, Flowr’s facilities being constructed to achieve GMP designation, Flowr’s facilities being highly controlled growing environments that will enable it to produce premium cannabis that does not require irradiation to meet Health Canada standards, the Company seeking to deliver a premium cannabis experience for its customers, Flowr’s facilities being designed in a way that should enable it to provide customers with both high quality products and consistent benefits, Flowr’s cultivation team employing exacting protocols throughout the growing and curing process that seek to deliver a premium experience for customers, Flowr’s investment in research and development along with its sense of craftsmanship and a spirit of innovation enabling it to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market and other factors. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of Flowr’s management and are based on assumptions and subject to risks and uncertainties. Although Flowr’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting Flowr, including risks relating to the inability of Flowr’s products providing customers with a premium option, Flowr’s cultivation team failing to achieve the standards or level of products described herein, including with respect to quality and consistency of product offerings, the inability of Flowr to construct or maintain its facilities at GMP standards, which could significantly impact sales of Flowr’s products, Flowr’s cultivation team not employing exacting protocols throughout the growing and curing process, which could impact the quality of the products and the experience for customers, Flowr not being able to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market, Flowr’s inability to excel at cultivating premium cannabis, Flowr’s inability to construct its facilities, or in the time anticipated, which could materially adversely impact its growing capacity and sales, the inability of Flowr to double its capacity with the additional rooms, which could materially adversely impact growing capacity and sales, Flowr’s inability to achieve the growing capacity described herein on an annualized basis, which could materially adversely impact sales and profits, the build out of Flowr’s facilities not meeting demand for products, demand for cannabis products decreasing, including with respect to Flowr’s products, the inability of Flowr to provide what it perceives to be much-needed, high quality product to the market, the inability of Flowr to control the growing environment in its facilities, which could result in loss of products or the need to irradiate products, thus impacting the supply and demand for and/or quality of the products, Flowr not being able to complete the additional rooms on the timelines described herein, which could materially adversely impact Flowr’s growing capacity and sales, Flowr requiring additional financing from time to time in order to continue its operations and construct the facilities described herein and such financing may not be available when needed or on terms and conditions acceptable to the Company, new laws or regulations adversely affecting the Company’s business and results of operations, results of operation activities and development of projects, project cost overruns or unanticipated costs and expenses, the inability of Flowr’s products to be high quality, the inability of Flowr to produce and distribute premium, high quality products, the inability to supply products or any delay in such supply, which could result in significant penalties or costs being imposed on Flowr, Flowr’s securities, the inability to generate cash flows, revenues and/or stable margins, the inability to grow organically, risks associated with the geographic markets in which Flowr operates and/or distributes its products, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), risks associated with the use of Flowr’s products, the cannabis industry and the regulation thereof, the failure to comply with applicable laws, risks relating to partnership arrangements, possible failure to realize the anticipated benefits of partnership arrangements, product launches (including, without limitation, unsuccessful product launches), the inability to launch products, the failure to obtain regulatory approvals, economic factors, market conditions, risks associated with the acquisition and/or launch of products, the equity and debt markets generally, risks associated with growth and competition (including, without limitation, with respect to Flowr’s products), general economic and stock market conditions, risks and uncertainties detailed from time to time in Flowr’s filings with the Canadian Securities Administrators and many other factors beyond the control of Flowr. Although Flowr has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information speaks only as of the date on which it is made and Flowr undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.

- ends -

EX-99.49 50 exhibit99-49.htm EXHIBIT 99.49 The Flowr Corporation: Exhibit 99.49 - Filed by newsfilecorp.com

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FLOWR EXPANDS R&D TEAM WITH HIRING OF NORTH AMERICA’S FIRST CANNABIS CULTIVATION PhD

Deron Caplan Adds Depth to Leading R&D Capability that Includes Exclusive Alliance with a Scotts Miracle-Gro Division

MARKHAM, ONTARIO January 25, 2019 – The Flowr Corporation (TSXV: FLWR) (“Flowr” or “the Company”), a Canadian Licensed Producer of premium cannabis products, announced today that it has hired Deron Caplan, the first person in North America to earn a Doctor of Philosophy (PhD) with research focused on cannabis production. Dr. Caplan was awarded his doctorate by the University of Guelph in August 2018 and joins Flowr as director of plant science.

Dr. Caplan was the primary author of the first peer-reviewed paper on indoor cannabis production published in North America¹ and has written numerous other articles on cannabis published in scientific journals. He has testified on cannabis production before the Canadian Senate’s Standing Committee on Agriculture and Forestry and has provided expert commentary on cannabis for a variety of national media outlets. Dr. Caplan is an expert on growing substrates, fertilization protocols, propagation techniques and irrigation management protocols for cannabis production under a controlled environment. While earning his Doctorate, he, along with his academic advisors, invented four growing substrates specifically formulated and tested for cannabis production.

Flowr was co-founded by Tom Flow, a pioneer in the Canadian cannabis industry and widely recognized thought-leader on cultivation systems and techniques, with a vision for the Company to always be on the cutting edge of cultivation. To maintain that advantage, Flowr’s R&D program is focused on two areas: improving cultivation techniques and systems; and developing cannabis plants that produce the highest quality flower and address specific needs in the medical and recreational markets.

“Flowr is focused on producing premium quality cannabis at scale with industry-leading efficiency and that requires remaining a leader in both cultivation techniques and genetics,” said Flow, who is also Flowr’s Co-CEO. “We believe that adding Deron to our existing team and alliance with Hawthorne Canada strengthens our position at the forefront of understanding the tools and techniques needed to grow great cannabis.”

Flowr’s R&D function is led by Philippe Henry, PhD, a population geneticist who uses genomic data to advance the understanding of the genetic basis of key traits of the cannabis plant and its therapeutic potential. Dr. Henry’s recent work has focused on the development of statistical approaches to modeling the chemotypic variation in elite cannabis cultivars and correlating that information with genomic data with the goal of using sound science to objectively guide cannabis breeding efforts and product development. Along with numerous published papers in scientific journals, Dr. Henry is the co-author of a recent preprint article, “Predicting chemovar cluster and variety verification in vegetative cannabis accessions using targeted single nucleotide polymorphisms”
(https://peerj.com/preprints/27442/).

____________________
¹“Optimal Rate of Organic Fertilizer during the Vegetative-stage for Cannabis Grown in Two Coir-based Substrates,” Deron Caplan, Mike Dixon, Youbin Zheng. HortScience, September 2017

“The holy grail of cannabis cultivation is understanding both the genetic intricacies that drive the unique consumer experience produced by each strain and how best to cultivate a strain to maximize the natural expression of those genetics through its chemical components,” said Dr. Henry. “We believe that Flowr’s R&D team, together with our partner Hawthorne Canada, is uniquely positioned to address both sides of that equation.”

In March 2018, Flowr formed an exclusive strategic alliance with Hawthorne Canada Limited (“Hawthorne”) a subsidiary of Hawthorne Gardening Company, which provides an array of tools for a multitude of gardening needs and is a subsidiary of The Scotts Miracle-Gro Company (NYSE: SMG). The companies will collaborate on R&D for cannabis cultivation systems including the development of a Hawthorne-funded 50,000 square foot R&D center that is the first facility in North America dedicated to cannabis cultivation R&D. The companies broke ground on the facility in October 2018.

About Flowr

The Flowr Corporation (TSXV: FLWR), through its subsidiaries, is a 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 designed cultivation facilities utilizing its own patented growing systems. Flowr’s investment in research and development is expected to enable its cultivation team 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 Follow Flowr on Twitter: @FlowrCanada; Facebook: Flowr Canada; Instagram: @flowrcanada; and LinkedIn: The Flowr Corporation

On behalf of The Flowr Corporation:
Tom Flow
Co-CEO and Director

Contacts

Media
Jim Walsh: +1.607.275.7141, jwalsh@flowr.ca
Bruce Dunbar: +1.917.756.4065, bdunbar@flowr.ca

Investors
Bram Judd: +1.905.940.3993 ext. 1520, bram@flowr.ca

Forward-Looking Information

This press release includes forward-looking information within the meaning of Canadian securities laws regarding Flowr and its business, which may include, but are not limited to: the facilities described herein, including, without limitation, the timing of construction and completion thereof, the depth that Mr. Caplan brings to Flowr, the expertise and experience of Mr. Caplan, Flowr’s vision to be on the cutting edge of cultivation, Flowr’s R&D program and its focus on improving cultivation techniques and systems and developing cannabis plants that produce the highest quality flower and address specific needs in the medical and recreational markets, Flowr’s focus on producing premium quality cannabis at scale, the addition of Mr. Caplan and the alliance with Hawthorne Canada strengthening Flowr’s position at the forefront of understanding the tools and techniques needed to grow great cannabis, the timing of release of certain publications described herein, statements with respect to the holy grail of cannabis cultivation, the belief that Flowr’s R&D team and its partnership with Hawthorne uniquely positions Flowr to address genetic intricacies that drive the unique consumer experience produced by each strain and to cultivate a strain to maximize the natural expression of those genetics through its chemical components, Flowr’s intention to develop and test Hawthorne cultivation systems in the R&D facility, Flowr being well positioned with a line of premium quality cannabis products for the upcoming adult-use market, Flowr’s investment in research and development enabling its cultivation team to supply patients with consistent, high quality medicinal cannabis and other factors. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of Flowr’s management and are based on assumptions and subject to risks and uncertainties. Although Flowr’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting Flowr, including risks relating to Flowr’s inability to construct the facilities described herein, or in the time anticipated, Flowr’s inability to grow cannabis at scale, which could adversely impact revenues, the fact that the facilities described herein may not include all the elements described in this press release, which could adversely impact the partnership with Hawthorne, Flowr’s R&D strategy and/or Flowr’s revenues, the inability of Flowr to test Hawthorne’s cultivation systems, which could adversely impact the partnership described herein and future R&D initiatives of Flowr, Flowr not being able to sustain its competitive advantage in cultivation and being unable to remain at the forefront of industry innovation, whether as a result of failed construction of the facilities described herein or otherwise, Flowr’s inability to research genetics and cultivation data analytic systems, Flowr not being able to meet demand or fulfill purchase orders, which could materially impact revenues and its relationships with purchasers, Mr. Caplan not bringing the experience or expertise described herein, Flowr not being able to remain at the cutting edge of cultivation, Flowr’s R&D program not improving cultivation techniques and systems and not developing cannabis plants that produce the highest quality flower and address specific needs in the medical and recreational markets, which could result in Flowr losing its competitive edge and/or sales, the addition of Mr. Caplan and the alliance with Hawthorne Canada not strengthening Flowr’s position at the forefront of understanding the tools and techniques needed to grow great cannabis, which could significantly impact Flowr’s competitive edge with respect to cultivation, Flowr’s R&D team and its partnership with Hawthorne not being able to address genetic intricacies that drive the unique consumer experience produced by each strain and to cultivate a strain to maximize the natural expression of those genetics through its chemical components, Flowr requiring additional financing from time to time in order to continue i ts operations and such financing may not be available when needed or on terms and conditions acceptable to the Company, new laws or regulations adversely affecting the Company’s business and results of operations, results of operation activities and development of projects, project cost overruns or unanticipated costs and expenses, the inability of Flowr’s products to be high quality, the inability of Flowr to produce and distribute premium, high quality products, the inability to supply products or any delay in such supply, Flowr’s securities, the inability to generate cash flows, revenues and/or stable margins, the inability to grow organically, risks associated with the geographic markets in which Flowr operates and/or distributes its products, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), risks associated with the use of Flowr’s products, the cannabis industry and the regulation thereof, the failure to comply with applicable laws, risks relating to partnership arrangements, possible failure to realize the anticipated benefits of partnership arrangements, product launches (including, without limitation, unsuccessful product launches), the inability to launch products, the failure to obtain regulatory approvals, economic factors, market conditions, risks associated with the acquisition and/or launch of products, the equity and debt markets generally, risks associated with growth and competition (including, without limitation, with respect to Flowr’s products), general economic and stock market conditions, risks and uncertainties detailed from time to time in Flowr’s filings with the Canadian Securities Administrators and many other factors beyond the control of Flowr. Although Flowr has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information speaks only as of the date on which it is made and Flowr undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.

- ends -

EX-99.50 51 exhibit99-50.htm EXHIBIT 99.50 The Flowr Corporation: Exhibit 99.49 - Filed by newsfilecorp.com

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Flowr® Premium Cannabis Products Now Available in Manitoba

With Addition, Company Sells in Five Provinces

KELOWNA, BRITISH COLUMBIA, JANUARY 29, 2019 – The Flowr Corporation (TSX.V: FLWR) (OTC: FLWPF), through its subsidiary The Flowr Group (Okanagan) Inc. (collectively “Flowr” or the “Company”), announced today that its premium cannabis products are now available for sale through licensed private retailers in Manitoba.

“We’re proud to have Flowr brand cannabis available to consumers in Manitoba and to be working with Manitoba Liquor & Lotteries. Making Flowr’s products available in Manitoba will help meet the significant demand retailers have experienced while giving consumers there a premium, non-irradiated option” said Tom Flow, Flowr’s Co-CEO.

Currently, four (4) strains of Flowr’s premium cannabis are available in 3.5 and seven (7) gram jars in Manitoba. The Company previously announced supply agreements with provincial authorities in British Columbia, Nova Scotia and Ontario, sales through a private dispensary in Saskatchewan, and a medical cannabis supply agreement with Shoppers Drug Mart.

Flowr’s premium cannabis products are grown in the world-famous Okanagan Valley in the heart of British Columbia. The Company’s cultivation facilities are constructed to Good Manufacturing Practice (GMP) standards and Flowr employs proprietary designs and systems to create a highly controlled growing environment that it expects will enable it to produce a large portion of its premium cannabis without requiring irradiation to meet Health Canada standards. Flowr’s cultivation team employs exacting protocols throughout the growing process then carefully harvests, hand trims and craft cures its products, seeking to deliver a premium experience for consumers.

About Flowr

For more information, visit www.flowr.ca Follow Flowr on Twitter: @FlowrCanada; Facebook: Flowr Canada; Instagram: @flowrcanada; and LinkedIn: The Flowr Corporation.

On behalf of The Flowr Corporation:
Tom Flow
Co-CEO

Contacts

Media
Jim Walsh: +1.607.275.7141, jwalsh@flowr.ca
Bruce Dunbar: +1.917.756.4065, bdunbar@flowr.ca

Investors
Bram Judd: +1.905.940.3993 ext.1520, bram@flowr.ca

Forward-Looking Information

This press release includes forward-looking information within the meaning of Canadian securities laws regarding Flowr and its business, which may include, but is not limited to: the ability to meet demand for cannabis in various provinces, including in Manitoba, Flowr fulfilling all purchase orders and the timing thereof, Flowr being positioned to meet current and/or future demand, including in Manitoba, Flowr meeting its commitments to the provinces and other partners, Flowr’s ability to bring premium, quality products to the market, including in Manitoba, Flowr providing customers in Manitoba with a premium, non-irradiated product, the products being manufactured in Manitoba not having to be irradiated, Flowr’s facilities being constructed to achieve GMP designation, Flowr’s facilities being highly controlled growing environments that will enable it to produce premium cannabis that does not require irradiation to meet Health Canada standards, the Company seeking to deliver a premium cannabis experience for its customers, Flowr’s facilities being designed in a way that should enable it to provide customers with both high quality products and consistent benefits, Flowr’s cultivation team employing exacting protocols throughout the growing, harvesting and curing process that seek to deliver a premium experience for customers, and other factors. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of Flowr’s management and are based on assumptions and subject to risks and uncertainties. Although Flowr’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting Flowr, including risks relating to Flowr not being able to meet demand or fulfill purchase orders, which could materially impact revenues and its relationships with purchasers, Flowr’s inability to make its products available to the Province of Manitoba for any reason, Flowr’s inability to provide customers with the experience they want, which could impact sales, Flowr being unable to provide Manitoba customers with a premium, non-irradiated product, which could materially impact sales, Flowr’s cultivation team failing to achieve the standards or level of products described herein, including with respect to quality and consistency of product offerings, the inability of Flowr to construct or maintain its facilities at GMP standards, which could significantly impact sales and/or the quality of Flowr’s products, Flowr’s cultivation team not employing exacting protocols throughout the growing, harvesting and curing process, which could impact the quality of the products and the experience for customers, Flowr not being able to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market, Flowr’s inability to excel at cultivating premium cannabis, Flowr’s inability to construct its facilities, or in the time anticipated, which could materially adversely impact its growing capacity and sales, demand for cannabis products decreasing, including with respect to Flowr’s products, the inability of Flowr to provide what it perceives to be much-needed, high quality product to the market, the inability of Flowr to control the growing environment in its facilities, which could result in loss of products or the need to irradiate products, thus impacting the supply and demand for and/or quality of the products, Flowr requiring additional financing from time to time in order to continue its operations and such financing may not be available when needed or on terms and conditions acceptable to the Company, new laws or regulations adversely affecting the Company’s business and results of operations, results of operation activities and development of projects, project cost overruns or unanticipated costs and expenses, the inability of Flowr’s products to be high quality, the inability of Flowr to produce and distribute premium, high quality products, the inability to complete construction of Flowr’s cultivation or R&D facility or any delay in the construction thereof, the inability to supply the products described herein or any delay in such supply, Flowr’s securities, the inability to generate cash flows, revenues and/or stable margins, the inability to grow organically, risks associated with the geographic markets in which Flowr operates and/or distributes its products, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), risks associated with the use of Flowr’s products to treat certain conditions, the cannabis industry and the regulation thereof, the failure to comply with applicable laws, risks relating to partnership arrangements, possible failure to realize the anticipated benefits of partnership arrangements, product launches (including, without limitation, unsuccessful product launches), the inability to launch products, the failure to obtain regulatory approvals, economic factors, market conditions, risks associated with the acquisition and/or launch of products, the equity and debt markets generally, risks associated with growth and competition (including, without limitation, with respect to Flowr’s products), general economic and stock market conditions, risks and uncertainties detailed from time to time in Flowr’s filings with the Canadian Securities Administrators and many other factors beyond the control of Flowr. Although Flowr has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information speaks only as of the date on which it is made and Flowr undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.

EX-99.51 52 exhibit99-51.htm EXHIBIT 99.51 The Flowr Corporation: Exhibit 99.51 - Filed by newsfilecorp.com

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Flowr to Launch Cannabis Clone and Seed Sales in Second Quarter

Global Demand for High Quality, Diverse Cultivars Creates Additional Revenue Opportunity

KELOWNA, BRITISH COLUMBIA, JANUARY 31, 2019 – The Flowr Corporation (TSXV: FLWR) (OTC: FLWPF) (“Flowr” or the “Company”), a Canadian licenced producer of premium cannabis products, announced today it will begin selling a wide selection of cannabis cultivars in both clone and seed form in the second quarter of this year.

“This is an exciting and potentially very big market for Flowr that is a natural extension of our high yield, high quality approach to cultivation,” said Tom Flow, Flowr’s Co-CEO. “Growing great cannabis starts with great genetics and clean healthy plants, something few companies are able to provide. As we ramp up production, we believe Flowr will be able to offer the select cultivars we use to produce our premium cannabis to cultivators globally.”

The Company expects its highly efficient cultivation process will allow it to produce more than 3.2 million high quality clones on an annualized basis once its initial cultivation facility is completed, which the Company expects to be by the end of the third quarter of 2019. These clones will be incremental to the Company’s cultivation process and therefore will be in excess of what it needs for its retail and medical production.

Cannabis nursery businesses are an essential, established part of most well-developed cannabis market supply chains and Flowr believes that current demand for high-quality clones exceeds supply given the rapid expansion of cultivation facilities in Canada and globally. The Company received an expanded sales licence from Health Canada in December 2018 permitting it to sell genetic material.

Flowr believes there is an opportunity to sell cultivars in four key markets: Canadian Licence Holders seeking high quality genetics as they expand production; Micro-cultivators, a new Health Canada licence subclass that can operate small “craft” cultivation facilities; Export to producers in international markets; and, Individuals purchasing through provincial or licenced private retailers for personal use (“home growers.”)

The cultivars will be produced in Flowr’s Kelowna, BC cultivation center, which is designed to Good Manufacturing Practice (GMP) standards and employs proprietary systems and processes to create a highly controlled growing environment that Flowr believes reduces the risk of contamination.

About Flowr

The Flowr Corporation (TSXV: FLWR) (OTC: FLWPF), through its subsidiaries, holds a cannabis production and sales licence granted by Health Canada. With a head office in Markham, ON and a production facility in Kelowna, BC, Flowr builds and operates large-scale, GMP-designed cultivation facilities utilizing its own patented growing systems. Flowr’s investment in research and development along with its sense of craftsmanship and a spirit of innovation is expected to enable it to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market.

For more information, visit www.flowr.ca Follow Flowr on Twitter: @FlowrCanada; Facebook: Flowr Canada; Instagram: @flowrcanada; and LinkedIn: The Flowr Corporation.

On behalf of The Flowr Corporation:
Tom Flow
Co-CEO

Contacts

Media
Jim Walsh: +1.607.275.7141, jwalsh@flowr.ca
Bruce Dunbar: +1.917.756.4065, bdunbar@flowr.ca

Investors
Bram Judd: +1.905.940.3993 ext.1520, bram@flowr.ca

Forward-Looking Information

This press release includes forward-looking information within the meaning of Canadian securities laws regarding Flowr and its business, which may include, but are not limited to statements with respect to: the launch of the clone and seed sales in the second quarter of this year, Flowr selling a wide selection of cultivars in both clone and seed form, the revenue and market opportunity for Flowr with respect to its close and seed business, Flowr offering the select cultivars it uses to produce its premium cannabis to cultivators globally, Flowr’s highly efficient cultivation process allowing it to produce more than 3.2 million high quality clones on an annualized basis once its initial cultivation facility is completed, Flowr completing the cultivation facility later this year, Flowr producing high quality product at high yields, clones being incremental to Flowr’s cultivation process and therefore being in excess of what it needs for retail and medical production, the current demand for high-quality clones exceeding supply, the markets where Flowr believes it can sell cultivars and the opportunity in those markets, Flowr’s facilities being designed and constructed to GMP standards, Flowr’s facilities being highly controlled growing environments that will enable it to reduce the risk of contamination, the Company seeking to deliver premium cannabis products, including cultivars, to its customers, Flowr’s investment in research and development along with its sense of craftsmanship and a spirit of innovation enabling it to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market and other factors. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of Flowr’s management and are based on assumptions and subject to risks and uncertainties. Although Flowr’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting Flowr, including risks relating to the inability of Flowr to the launch clone and seed sales in the second quarter of this year, which could materially adversely impact Flowr’s financial results, Flowr not being able to sell a wide selection of cultivars in both clone and seed form, the revenue and market opportunity for Flowr with respect to its close and seed business not being significant or Flowr forecasting a market that is much larger than the market that will develop, which could materially adversely effect its financial results, Flowr not being able to offer the select cultivars it uses to produce its premium cannabis to cultivators globally, which could materially adversely effect Flowr’s financial results and/or reputation, Flowr’s inability to produce more than 3.2 million high quality clones on an annualized basis once its initial cultivation facility is completed, which could materially adversely effect its financial results, Flowr not completing or being delayed in completing its the cultivation facility, which could result in Flowr losing market share for its clones and seeds, Flowr not being able to produce high quality product at high yields, which could materially adversely effect its financial results and reputation, the clones described herein not being incremental to Flowr’s cultivation process and therefore resulting in Flowr not having excess clones and seeds to sell to potential customers, which could materially adversely effect its financial results, the current demand for high-quality clones not exceeding supply, and therefore not creating the market and revenue opportunity that Flowr expects which could materially adversely effect its financial results, Flowr not being able to sell cultivars in the markets where Flowr believes it can sell cultivars, the opportunity in the markets that Flowr believes that it can sell cultivars being significantly smaller than expected would could materially adversely effect its financial results, the inability of Flowr’s products providing customers with a premium option, Flowr’s cultivation team failing to achieve the standards or level of products described herein, including with respect to quality and consistency of product offerings, the inability of Flowr to construct or maintain its facilities at GMP standards, which could significantly impact sales of Flowr’s products, Flowr’s cultivation team not employing exacting protocols throughout the growing and curing process, which could impact the quality of the products and the experience for customers, Flowr not being able to provide premium-quality cannabis that appeals to the adult-use recreational market and addresses specific patient needs in the medicinal market, Flowr’s inability to excel at cultivating premium cannabis, Flowr’s inability to construct its facilities, or in the time anticipated, which could materially adversely impact its growing capacity and sales, Flowr’s inability to achieve the clone and seed capacity described herein on an annualized basis, which could materially adversely impact sales and profits, demand for cannabis products decreasing, including with respect to Flowr’s products, the inability of Flowr to provide what it perceives to be much-needed, high quality product to the market, the inability of Flowr to control the growing environment in its facilities, which could result in loss of products or the need to irradiate products, thus impacting the supply and demand for and/or quality of the products, Flowr requiring additional financing from time to time in order to continue its operations and construct the facilities described herein and such financing may not be available when needed or on terms and conditions acceptable to the Company, new laws or regulations adversely affecting the Company’s business and results of operations, results of operation activities and development of projects, project cost overruns or unanticipated costs and expenses, the inability of Flowr’s products to be high quality, the inability of Flowr to produce and distribute premium, high quality products, the inability to supply products or any delay in such supply, which could result in significant penalties or costs being imposed on Flowr, Flowr’s securities, the inability to generate cash flows, revenues and/or stable margins, the inability to grow organically, risks associated with the geographic markets in which Flowr operates and/or distributes its products, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), risks associated with the use of Flowr’s products, the cannabis industry and the regulation thereof, the failure to comply with applicable laws, risks relating to partnership arrangements, possible failure to realize the anticipated benefits of partnership arrangements, product launches (including, without limitation, unsuccessful product launches), the inability to launch products, the failure to obtain regulatory approvals, economic factors, market conditions, risks associated with the acquisition and/or launch of products, the equity and debt markets generally, risks associated with growth and competition (including, without limitation, with respect to Flowr’s products), general economic and stock market conditions, risks and uncertainties detailed from time to time in Flowr’s filings with the Canadian Sec urities Administrators and many other factors beyond the control of Flowr. Although Flowr has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events

or results to differ from those anticipated, estimated or intended. No forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information speaks only as of the date on which it is made and Flowr undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.

- ends -

EX-99.52 53 exhibit99-52.htm EXHIBIT 99.52 The Flowr Corp.: Exhibit 99.52 - Filed by newsfilecorp.com

FORM 2F
CPC ESCROW AGREEMENT

THIS AGREEMENT is made as of the 16th day of June, 2017

AMONG:

The Needle Capital Corp. (the Issuer)

AND:

TSX Trust Company (the Escrow Agent)

AND:

	EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER
	Daniel Lanskey
	Douglas Osrow
	Aoi Maru Corp.
	De Courcy Asset Management Pty. Ltd.
	Power Family Holdings Pty. Ltd.
	Russel H. Didlake
	Jaret Bode
	Kevin Thompson

	(a Securityholder or you)

	(collectively, the Parties)

This Agreement is being entered into by the Parties under Exchange Policy 2.4 - Capital Pool Companies (the Policy) in connection with a listing of a Capital Pool Company on the TSX Venture Exchange (the Exchange).

For good and valuable consideration, the Parties agree as follows:

PART 1

ESCROW

1.1

Appointment of Escrow Agent

The Issuer and the Securityholders appoint the Escrow Agent to act as escrow agent under this Agreement. The Escrow Agent accepts the appointment.

1.2

Deposit of Escrow Securities in Escrow

(1)

You are depositing the securities (escrow securities) listed opposite your name in Schedule “A” with the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or which you may later receive.

FORM 2F	CPC ESCROW AGREEMENT	Page 1
(as at June 14, 2010)

(2)	If you receive any shares of the Issuer upon exercise of a stock option granted by the Issuer prior to Completion of the Qualifying Transaction, (option securities) you will deposit them with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those option securities. When this Agreement refers to escrow securities, it includes option securities.

(3)	If you receive any other securities (additional escrow securities):

	(a)	as a dividend or other distribution on escrow securities;

	(b)	on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including securities received on conversion of special warrants;

	(c)	on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or

	(d)	from a successor issuer in a business combination, if Part 7 of this Agreement applies,

you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those additional escrow securities. When this Agreement refers to escrow securities, it includes additional escrow securities.

(4)	You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of option securities or additional escrow securities issued to you.

1.3

Direction to Escrow Agent

The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are released from escrow under this Agreement.

PART 2

RELEASE OF ESCROW SECURITIES

2.1

Release Provisions

The provisions of Schedule B (1) are incorporated into and form part of this Agreement.

2.2

Release Provisions for Option Securities

The Escrow Agent will release any option securities upon receiving notice from the Exchange that the Issuer has completed a Qualifying Transaction.

2.3

Additional escrow securities

If you acquire additional escrow securities in connection with the transaction to which this agreement relates, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule.

FORM 2F	CPC ESCROW AGREEMENT	Page 2
(as at June 14, 2010)

2.4

Delivery of Share Certificates for Escrow Securities

The Escrow Agent will send to each Securityholder any share certificates or other evidence of that Securityholder’s escrow securities in the possession of the Escrow Agent released from escrow as soon as reasonably practicable after the release.

2.5

Replacement Certificates

If, on the date a Securityholder’s escrow securities are to be released, the Escrow Agent holds a share certificate or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the share certificate or other evidence to the Issuer or its transfer agent and request replacement share certificates or other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent. After the Escrow Agent receives the replacement share certificates or other evidence, the Escrow Agent will send to the Securityholder or at the Securityholder’s direction, the replacement share certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will act as soon as reasonably practicable.

2.6

Release upon Death

(1)	If a Securityholder dies, the Securityholder’s escrow securities will be released from escrow. The Escrow Agent will deliver any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent to the Securityholder’s legal representative provided that:

	(a)	the legal representative of the deceased Securityholder provides written notice to the Exchange of the intent to release the escrow securities as at a specified date which is at least 10 business days and not more than 30 business days prior to the proposed release; and

	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.

(2)	Prior to delivery the Escrow Agent must receive:

	(a)	a certified copy of the death certificate; and

	(b)	any evidence of the legal representative’s status that the Escrow Agent may reasonably require.

2.7

Exchange Discretion to Terminate

If the Escrow Agent receives a request from the Exchange to halt or terminate the release of escrow securities from escrow, then the Escrow Agent will comply with that request, and will not release any escrow securities from escrow until it receives the written consent of the Exchange.

2.8

Discretionary Applications

The Exchange may consent to the release from escrow of escrow securities in other circumstances and on terms and on conditions it deems appropriate. Escrow securities may be released from escrow provided that the Escrow Agent receives written notice from the Exchange.

FORM 2F	CPC ESCROW AGREEMENT	Page 3
(as at June 14, 2010)

PART 3

EARLY RELEASE ON CHANGE OF ISSUER STATUS

3.1

Early Release – Graduation to Tier 1

(1)	When a CPC or Resulting Issuer becomes a Tier 1 Issuer, the release schedule for its escrow securities changes.

(2)	If the Issuer reasonably believes that it meets the Initial Listing Requirements of a Tier 1 Issuer as described in Policy 2.1 – Initial Listing Requirements, the Issuer may make application to the Exchange to be listed as a Tier 1 Issuer. The Issuer must also concurrently provide notice to the Escrow Agent that it is making such an application.

(3)	If the graduation to Tier 1 is accepted by the Exchange, the Exchange will issue an Exchange Bulletin confirming final acceptance for listing of the Issuer on Tier 1. Upon issuance of this Bulletin the Issuer must immediately:

	(a)	issue a news release disclosing:

		(i)	that it has been accepted for graduation to Tier 1; and

		(ii)	the number of escrow securities to be released and the dates of release under the new schedule; and

	(b)	provide the news release, together with a copy of the Exchange Bulletin, to the Escrow Agent.

(4)	Upon completion of the steps in section 3.1(3) above, the Issuer’s release schedule B(1) will be replaced with release schedule B(2).

(5)	Within 10 days of the Exchange Bulletin confirming the Issuer’s listing on Tier 1, the Escrow Agent must release any escrow securities from escrow which under the new release schedule would have been releasable at a date prior to the Exchange Bulletin.

PART 4

CANCELLATION OF ESCROWED SECURITIES

4.1

Delisting of the CPC

If the Issuer fails to complete a Qualifying Transaction, as defined in the applicable Exchange Policy, within 24 months following the date of listing of the Issuer and the Exchange issues an Exchange Bulletin that the Issuer will be delisted, the Issuer must immediately notify the Escrow Agent.

4.2

Cancellation of Certain Escrow Securities Held by Related Parties of the CPC

(1)	If the Issuer is delisted prior to Completion of a Qualifying Transaction,

	(a)	the Escrow Agent will deliver a notice to the Issuer, including any certificates possessed by the Escrow Agent which evidence the escrow securities held by Related Parties to the CPC which were purchased prior to the IPO of the CPC at a discount to the IPO price (the Discount Seed Shares ); and

	(b)	the Issuer and the Escrow Agent must take such action as is necessary to cancel the Discount Seed Shares pursuant to the Policy.

FORM 2F	CPC ESCROW AGREEMENT	Page 4
(as at June 14, 2010)

(2)	For the purposes of cancellation of Discount Seed Shares, each Securityholder irrevocably appoints the Escrow Agent as his or her attorney, with authority to appoint substitute attorneys, as necessary.

4.3

Cancellation of Other Escrow Securities

(1)	Any escrow securities which have not been released from escrow under this Agreement as at 4:30 p.m. (Vancouver time) or 5:30 p.m. (Calgary time) on the date which is the 10^thanniversary of the date of delisting from the Exchange must immediately be cancelled. The Escrow Agent must deliver a notice to the Issuer, including any certificates possessed by the Escrow Agent which evidence the escrowed securities. The Issuer and Escrow Agent must take all actions as may be necessary to expeditiously effect cancellation.

(2)	For the purposes of cancellation of escrow securities under this Agreement, each Securityholder hereby irrevocably appoints the Escrow Agent as his or her attorney, with authority to appoint substitute attorneys, as necessary.

PART 5.

DEALING WITH ESCROW SECURITIES

5.1

Restriction on Transfer

Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more Principals of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the Principals to the risks of holding escrow securities.

5.2

Pledge, Mortgage or Charge as Collateral for a Loan

Subject to Exchange Acceptance, you may pledge, mortgage or charge your escrow securities to a financial institution as collateral for a loan, provided that no escrow securities or any share certificates or other evidence of escrow securities will be transferred or delivered by the Escrow Agent to the financial institution for this purpose. The loan agreement must provide that the escrow securities will remain in escrow if the lender realizes on the escrow securities to satisfy the loan.

5.3

Voting of Escrow Securities

Although you may exercise voting rights attached to your escrow securities, you may not, while your securities are held in escrow, exercise voting rights attached to any securities (whether in escrow or not) in support of one or more arrangements that would result in the repayment of capital being made on the escrow securities prior to a winding up of the Issuer.

5.4

Dividends on Escrow Securities

You may receive a dividend or other distribution on your escrow securities, and elect the manner of payment from the standard options offered by the Issuer. If the Escrow Agent receives a dividend or other distribution on your escrow securities, other than additional escrow securities, the Escrow Agent will pay the dividend or other distribution to you on receipt.

FORM 2F	CPC ESCROW AGREEMENT	Page 5
(as at June 14, 2010)

5.5

Exercise of Other Rights Attaching to Escrow Securities

You may exercise your rights to exchange or convert your escrow securities in accordance with this agreement.

PART 6

PERMITTED TRANSFERS WITHIN ESCROW

6.1

Transfer to Directors and Senior Officers

(1)	You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer and provided that:

	(a)	you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and

	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.

(2)	Prior to the transfer the Escrow Agent must receive:

	(a)	a certified copy of the resolution of the board of directors of the Issuer approving the transfer;

	(b)	a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required acceptance from the Exchange on which the Issuer is listed has been received;

	(c)	an acknowledgment in the form of Form 5E signed by the transferee; and

	(d)	a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.

(3)	A transfer within escrow is a trade within the meaning of securities legislation and may require an exemption or discretionary order.

6.2

Transfer to Other Principals

(1)	You may transfer escrow securities within escrow:

	(a)	to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or

	(b)	to a person or company that after the proposed transfer

		(i)	will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and

		(ii)	has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries,

FORM 2F	CPC ESCROW AGREEMENT	Page 6
(as at June 14, 2010)

provided that:

	(a)	you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and

	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.

(2)	Prior to the transfer the Escrow Agent must receive:

	(a)	a certificate signed by a director or officer of the Issuer authorized to sign, stating that:

		(i)	the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s outstanding securities before the proposed transfer; or

		(ii)	the transfer is to a person or company that:

			(A)	the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities; and

			(B)	has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries

			after the proposed transfer; and

		(iii)	any required approval from the Exchange has been received;

	(b)	an acknowledgment in the form of Form 5E signed by the transferee; and

	(c)	a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.

6.3

Transfer upon Bankruptcy

(1)	You may transfer escrow securities within escrow to a trustee in bankruptcy or another person or company entitled to escrow securities on bankruptcy provided that

	(a)	you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and

	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.

FORM 2F	CPC ESCROW AGREEMENT	Page 7
(as at June 14, 2010)

(2)	Prior to the transfer, the Escrow Agent must receive:

	(a)	a certified copy of either

		(i)	the assignment in bankruptcy filed with the Superintendent of Bankruptcy, or

		(ii)	the receiving order adjudging the Securityholder bankrupt;

	(b)	a certified copy of a certificate of appointment of the trustee in bankruptcy;

	(c)	a transfer power of attorney, duly completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and

	(d)	an acknowledgment in the form of Form 5E signed by

		(i)	the trustee in bankruptcy or

		(ii)	on direction from the trustee, with evidence of that direction attached to the acknowledgment form, another person or company legally entitled to the escrow securities.

6.4

Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities

(1)	You may transfer within escrow to a financial institution provided that:

	(a)	you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and

	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.

(2)	Prior to the transfer the Escrow Agent must receive:

	(a)	a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the escrow securities;

	(b)	evidence that the Exchange has accepted the pledge, mortgage or charge of escrow securities to the financial institution;

	(c)	a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and

	(d)	an acknowledgement in the form of Form 5E signed by the financial institution.

6.5

Transfer to Certain Plans and Funds

(1)	You may transfer escrow securities within escrow to or between a registered retirement savings plan (RRSP), registered retirement income fund (RRIF) or other similar registered plan or fund with a trustee, where the beneficiaries of the plan or fund are limited to you and your spouse, children and parents provided that.

	(a)	you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and

FORM 2F	CPC ESCROW AGREEMENT	Page 8
(as at June 14, 2010)

	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.

(2)	Prior to the transfer the Escrow Agent must receive:

	(a)	evidence from the trustee of the transferee plan or fund, or the trustee’s agent, stating that, to the best of the trustee’s knowledge, the annuitant of the RRSP or RRIF or the beneficiaries of the other registered plan or fund do not include any person or company other than you and your spouse, children and parents;

	(b)	a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and

	(c)	an acknowledgement in the form of Form 5E signed by the trustee of the plan or fund.

6.6

Effect of Transfer Within Escrow

After the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released from escrow under this Agreement as if no transfer has occurred, on the same terms that applied before the transfer. The Escrow Agent will not deliver any share certificates or other evidence of escrow securities to the transferees under this Part 6.

6.7

Discretionary Applications

The Exchange may consent to the transfer within escrow of escrow securities in other circumstances and on such terms and conditions as it deems appropriate.

PART 7

BUSINESS COMBINATIONS

7.1

Business Combinations

This Part applies to the following (business combinations):

	(a)	a formal take-over bid for all outstanding equity securities of the Issuer or which, if successful, would result in a change of control of the Issuer
	(b)	a formal issuer bid for all outstanding equity securities of the Issuer
	(c)	a statutory arrangement
	(d)	an amalgamation
	(e)	a merger
	(f)	a reorganization that has an effect similar to an amalgamation or merger

7.2

Delivery to Escrow Agent

You may tender your escrow securities to a person or company in a business combination. At least five business days prior to the date the escrow securities must be tendered under the business combination, you must deliver to the Escrow Agent:

(a)

a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business combination any share certificates or other evidence of the escrow securities, and a completed and executed cover letter or similar document and, where required, transfer power of attorney completed and executed for transfer in accordance with the requirements of the Issuer’s depository, and any other documentation specified or provided by you and required to be delivered to the depositary under the business combination;

FORM 2F	CPC ESCROW AGREEMENT	Page 9
(as at June 14, 2010)

	(b)	written consent of the Exchange; and

	(c)	any other information concerning the business combination as the Escrow Agent may reasonably require.

7.3

Delivery to Depositary

As soon as reasonably practicable, and in any event no later than three business days after the Escrow Agent receives the documents and information required under section 7.2, the Escrow Agent will deliver to the depositary, in accordance with the direction, any share certificates or other evidence of the escrow securities and a letter addressed to the depositary that

	(a)	identifies the escrow securities that are being tendered;

	(b)	states that the escrow securities are held in escrow;

	(c)	states that the escrow securities are delivered only for the purposes of the business combination and that they will be released from escrow only after the Escrow Agent receives the information described in section 7.4;

	(d)	if any share certificates or other evidence of the escrow securities have been delivered to the depositary, requires the depositary to return to the Escrow Agent, as soon as practicable, the share certificates or other evidence of escrow securities that are not released from escrow into the business combination; and

	(e)	where applicable, requires the depositary to deliver or cause to be delivered to the Escrow Agent, as soon as practicable, share certificates or other evidence of additional escrow securities that you acquire under the business combination.

7.4

Release of Escrow Securities to Depositary

(1)	The Escrow Agent will release from escrow the tendered escrow securities provided that:

	(a)	you or the Issuer make application under the applicable Exchange Policy of the intent to release the tendered securities on a date at least 10 business days and not more than 30 business days prior to the date of the proposed release date; and

	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date;

	(c)	the Escrow Agent receives a declaration signed by the depositary or, if the direction identifies the depositary as acting on behalf of another person or company in respect of the business combination, by that other person or company, that

		(i)	the terms and conditions of the business combination have been met or waived; and

		(ii)	the escrow securities have either been taken up and paid for or are subject to an unconditional obligation to be taken up and paid for under the business combination.

FORM 2F	CPC ESCROW AGREEMENT	Page 10
(as at June 14, 2010)

7.5

Escrow of New Securities

If you receive securities (new securities) of another issuer (successor issuer) in exchange for your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow securities.

7.6

Release from Escrow of New Securities

(1)	The Escrow Agent will send to a Securityholder share certificates or other evidence of the Securityholder’s new securities as soon as reasonably practicable after the Escrow Agent receives:

	(a)	a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign

		(i)	stating that it is a successor issuer to the Issuer as a result of a business combination;

		(ii)	containing a list of the securityholders whose new securities are subject to escrow under section 7.5;

		(iii)	containing a list of the securityholders whose new securities are not subject to escrow under section 7.5; and

	(b)	written confirmation from the Exchange that it has accepted the list of Securityholders whose new securities are not subject to escrow under section 7.5; and

(2)	If your new securities are subject to escrow, unless subsection (3) applies, the Escrow Agent will hold your new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow securities that you exchanged.

(3)	If the Issuer is a Tier 2 Issuer, and the successor issuer is a Tier 1 Issuer, the release provisions relating to graduation will apply.

PART 8

RESIGNATION OF ESCROW AGENT

8.1

Resignation of Escrow Agent

(1)	If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer and the Exchange.

(2)	If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent and the Exchange.

(3)	If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders.

FORM 2F	CPC ESCROW AGREEMENT	Page 11
(as at June 14, 2010)

(4)	The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date.

(5)	If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment.

(6)	On any new appointment under this section, the successor Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent.

(7)	If any changes are made to Part 9 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

PART 9

OTHER CONTRACTUAL ARRANGEMENTS

9.1

Escrow Agent Not a Trustee

The Escrow Agent accepts duties and responsibilities under this Agreement, and the escrow securities and any share certificates or other evidence of these securities, solely as a custodian, bailee and agent. No trust is intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as a trustee.

9.2

Escrow Agent Not Responsible for Genuineness

The Escrow Agent will not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any escrow security deposited with it.

9.3

Escrow Agent Not Responsible for Furnished Information

The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the accuracy of any information or document, including the representative capacity in which a party purports to act, that the Escrow Agent receives as a condition to a release from escrow or a transfer of escrow securities within escrow under this Agreement.

9.4

Escrow Agent Not Responsible after Release

The Escrow Agent will have no responsibility for escrow securities that it has released to a Securityholder or at a Securityholder’s direction according to this Agreement.

FORM 2F	CPC ESCROW AGREEMENT	Page 12
(as at June 14, 2010)

9.5

Indemnification of Escrow Agent

The Issuer and each Securityholder hereby jointly and severally agree to indemnify and hold harmless the Escrow Agent, its affiliates, and their current and former directors, officers, employees and agents from and against any and all claims, demands, losses, penalties, costs, expenses, fees and liabilities, including, without limitation, legal fees and expenses, directly or indirectly arising out of, in connection with, or in respect of, this Agreement, except where same result directly and principally from gross negligence, willful misconduct or bad faith on the part of the Escrow Agent. This indemnity survives the release of the escrow securities, the resignation or termination of the Escrow Agent and the termination of this Agreement.

9.6

Additional Provisions

(1)	The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine.

(2)	The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent.

(3)	The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors.

(4)	In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction.

(5)	The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party.

(6)	The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment.

(7)	The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic, or uncertificated form only, pending release of such securities from escrow.

FORM 2F	CPC ESCROW AGREEMENT	Page 13
(as at June 14, 2010)

(8)	The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

9.7

Limitation of Liability of Escrow Agent

The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by its bad faith, willful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection with this Agreement to any one or more Parties, except for losses directly caused by its bad faith or willful misconduct, exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount shall be greater.

9.8

Remuneration of Escrow Agent

The Issuer will pay the Escrow Agent reasonable remuneration for its services under this Agreement, which fees are subject to revision from time to time on 30 days' written notice. The Issuer will reimburse the Escrow Agent for its expenses and disbursements. Any amount due under this section and unpaid 30 days after request for such payment, will bear interest from the expiration of such period at a rate per annum equal to the then current rate charged by the Escrow Agent, payable on demand.

In the event the Issuer or the Securityholders fail to pay the Escrow Agent any amounts owing to the Escrow Agent hereunder, the Escrow Agent shall have the right not to act (including the right not to release any additional securities from escrow) and will not be liable for refusing to act until it has been fully paid all amounts owing to it hereunder. Further, in the event the Issuer fails to pay the Escrow Agent its reasonable remuneration for its services hereunder, the Escrow Agent shall be entitled to charge the Securityholders for any further release of escrowed securities and shall have the right not to act (including the right not to release any additional securities from escrow) until the Securityholders have paid such amounts to the Escrow Agent.

In the event the Issuer or the Securityholders have failed to pay the amounts owing the Escrow Agent hereunder, the Escrow Agent shall not be liable for any loss caused by a delay in the release of the escrowed securities.

FORM 2F	CPC ESCROW AGREEMENT	Page 14
(as at June 14, 2010)

9.9

Notice to Escrow Agent

The Issuer shall forthwith provide a copy of the Exchange Bulletin, confirmation of listing and posting for trading of the subject escrowed shares or such other relevant document to the Escrow Agent as it shall require in order to make the required releases. No duty shall rest with the Escrow Agent to obtain this information independently nor shall it be held liable for any loss, claim, suit or action, howsoever caused by any delay in providing this information to it.

PART 10

INDEMNIFICATION OF THE EXCHANGE

10.1

Indemnification

(1)	The Issuer and each Securityholder jointly and severally:

	(a)	release, indemnify and save harmless the Exchange from all costs (including legal cost, expenses and disbursements), charges, claims, demands, damages, liabilities, losses and expenses incurred by the Exchange;

	(b)	agree not to make or bring a claim or demand, or commence any action, against the Exchange; and

	(c)	agree to indemnify and save harmless the Exchange from all costs (including legal costs) and damages that the Exchange incurs or is required by law to pay as a result of any person’s claim, demand or action,

	a rising from any and every act or omission committed or omitted by the Exchange, in connection with this Agreement, even if said act or omission was negligent, or constituted a breach of the terms of this Agreement.

(2)	This indemnity survives the release of the escrow securities and the termination of this Agreement.

PART 11

NOTICES

11.1

Notice to Escrow Agent

Documents will be considered to have been delivered to the Escrow Agent on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:

TSX Trust Company

10^thFloor, 300 – 5^thAvenue SW

Calgary, Alberta T2P 3C4

Attention: Mike Tuff, Vice-President, Regional Sales

Facsimile: 403 265 0232

FORM 2F	CPC ESCROW AGREEMENT	Page 15
(as at June 14, 2010)

11.2

Notice to Issuer

Documents will be considered to have been delivered to the Issuer on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:

The Needle Capital Corp.

c/o Borden Ladner Gervais LLP

Centennial Place, East Tower

1900, 520-3^rdAve SW

Calgary, AB, Canada T2P 0R3

Attention: Robb McNaughton

Email: rmcnaughton@blg.com

Facsimile: 403 266 1395

11.3

Deliveries to Securityholders

Documents will be considered to have been delivered to a Securityholder on the date of delivery, if delivered by hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the address on the Issuer’s share register.

Any share certificates or other evidence of a Securityholder’s escrow securities will be sent to the Securityholder’s address on the Issuer’s share register unless the Securityholder has advised the Escrow Agent in writing otherwise at least ten business days before the escrow securities are released from escrow. The Issuer will provide the Escrow Agent with each securityholder’s address as listed on the Issuer’s share register.

11.4

Change of Address

(1)	The Escrow Agent may change its address for delivery by delivering notice of the change of address to the Issuer and to each Securityholder.

(2)	The Issuer may change its address for delivery by delivering notice of the change of address to the Escrow Agent and to each Securityholder.

(3)	A Securityholder may change that Securityholder’s address for delivery by delivering notice of the change of address to the Issuer and to the Escrow Agent.

11.5

Postal Interruption

A party to this Agreement will not mail a Document if the party is aware of an actual or impending disruption of postal service.

PART 12

GENERAL

12.1

Interpretation – holding securities

Unless the context otherwise requires, all capitalized terms that are not otherwise defined in this Agreement, shall have the meanings as defined in Policy 1.1 - Interpretation or in Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions.

FORM 2F	CPC ESCROW AGREEMENT	Page 16
(as at June 14, 2010)

When this Agreement refers to securities that a Securityholder “holds”, it means that the Securityholder has direct or indirect beneficial ownership of or control or direction over the securities.

12.2

Enforcement by Third Parties

The Issuer enters this Agreement both on its own behalf and as trustee for the Exchange and the Securityholders of the Issuer, and this Agreement may be enforced by either the Exchange, or the Securityholders of the Issuer, or both.

12.3

Termination, Amendment, and Waiver of Agreement

(1)	Subject to subsection 12.3(3), this Agreement shall only terminate:

	(a)	with respect to all the Parties:

		(i)	as specifically provided in this Agreement;

		(ii)	subject to section 12.3(2), upon the agreement of all Parties; or

		(iii)	when the escrow securities of all Securityholders have been released from escrow pursuant to this Agreement; and

	(b)	with respect to a Party:

		(i)	as specifically provided in this Agreement; or

		(ii)	if the Party is a Securityholder, when all of the Securityholder’s escrow securities have been released from escrow pursuant to this Agreement.

(2)	An agreement to terminate this Agreement pursuant to section 12.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate

	(a)	is evidenced by a memorandum in writing signed by all Parties;

	(b)	if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and

	(c)	has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders.

(3)	Notwithstanding any other provision in this Agreement, the obligations set forth in section 10.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

(4)	No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver:

	(a)	is evidenced by a memorandum in writing signed by all Parties;

	(b)	if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and

	(c)	has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders.

FORM 2F	CPC ESCROW AGREEMENT	Page 17
(as at June 14, 2010)

(5)	No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

FORM 2F	CPC ESCROW AGREEMENT	Page 18
(as at June 14, 2010)

12.4

Severance of Illegal Provision

Any provision or part of a provision of this Agreement determined by a court of competent jurisdiction to be invalid, illegal or unenforceable shall be deemed stricken to the extent necessary to eliminate any invalidity, illegality or unenforceability, and the rest of the Agreement and all other provisions and parts thereof shall remain in full force and effect and be binding upon the parties hereto as though the said illegal and/or unenforceable provision or part thereof had never been included in this Agreement.

12.5

Further Assurances

The Parties will execute and deliver any further documents and perform any further acts reasonably requested by any of the Parties to this Agreement which are necessary to carry out the intent of this Agreement.

12.6

Time

Time is of the essence of this Agreement.

12.7

Consent of Exchange to Amendment

The Exchange must approve any amendment to this Agreement if the Issuer is listed on the Exchange at the time of the proposed amendment.

12.8

Additional Escrow Requirements

A Canadian exchange may impose escrow terms or conditions in addition to those set out in this Agreement.

12.9

Governing Laws

The laws of Alberta and the applicable laws of Canada will govern this Agreement.

12.10

Counterparts

The Parties may execute this Agreement by fax and in counterparts, each of which will be considered an original and all of which will be one agreement.

12.11

Singular and Plural

Wherever a singular expression is used in this Agreement, that expression is considered as including the plural or the body corporate where required by the context.

FORM 2F	CPC ESCROW AGREEMENT	Page 19
(as at June 14, 2010)

12.12

Language

This Agreement has been drawn up in the English language at the request of all parties. Cet acte a été rédigé en anglais à la demande de toutes les parties.

12.13

Benefit and Binding Effect

This Agreement will benefit and bind the Parties and their heirs, executors, administrators, successors and permitted assigns and all persons claiming through them as if they had been a Party to this Agreement.

12.14

Entire Agreement

This is the entire agreement among the Parties concerning the subject matter set out in this Agreement and supersedes any and all prior understandings and agreements.

12.15

Successor to Escrow Agent

Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange.

The Parties have executed and delivered this Agreement as of the date set out above.

TSX TRUST COMPANY

(signed) "Patricia Selby"
Authorized signatory

(signed) "Mike Tuff"
Authorized signatory

THE NEEDLE CAPITAL CORP.

(signed) "Douglas Osrow"
Authorized signatory

(signed) "Daniel Lanskey"
Authorized signatory

FORM 2F	CPC ESCROW AGREEMENT	Page 20
(as at June 14, 2010)

Signed, sealed and delivered by	)
Daniel Lanskey in the presence of:	)
	)
	)
Name	)
	)
	)	(signed) "Daniel Lanskey"
Address	)	Daniel Lanskey
	)
	)
	)
	)
	)
Occupation	)



Signed, sealed and delivered by	)
Douglas Osrow in the presence of:	)
	)
	)
Name	)
	)
	)	(signed) "Douglas Osrow"
Address	)	Douglas Osrow
	)
	)
	)
	)
	)
Occupation	)

FORM 2F	CPC ESCROW AGREEMENT	Page 21
(as at June 14, 2010)

Signed, sealed and delivered by	)
Russel H. Didlake in the presence of:	)
	)
	)
Name	)
	)
	)	(signed) "Russel H. Didlake"
Address	)	Russel H. Didlake
	)
	)
	)
	)
	)
Occupation	)




Signed, sealed and delivered by	)
Jaret Bode in the presence of:	)
	)
	)
Name	)
	)
	)	(signed) "Jaret Bode"
Address	)	Jaret Bode
	)
	)
	)
	)
	)
Occupation	)

FORM 2F	CPC ESCROW AGREEMENT	Page 22
(as at June 14, 2010)

Signed, sealed and delivered by	)
Kevin Thompson in the presence of:	)
	)
	)
Name	)
	)
	)	(signed) "Kevin Thompson"
Address	)	Kevin Thompson
	)
	)
	)
	)
	)
Occupation	)



AOI MARU CORP.



(signed) "Robb McNaughton"
Authorized signatory




DE COURCY ASSET MANAGEMENT PTY. LTD.



(signed) "Rob De Courcy"
Authorized signatory



POWER FAMILY HOLDINGS PTY. LTD.



(signed) "Peter Power"
Authorized signatory

FORM 2F	CPC ESCROW AGREEMENT	Page 23
(as at June 14, 2010)

Schedule “A” to Escrow Agreement

Securityholder

Name: Daniel Lanskey

Signature: (signed) "Daniel Lanskey"

Address for Notice:

36 Parkes Lane, Terranora, New South Wales 2486

Securities:

*Class or description*	*Number*	*Certificate(s) (if applicable)*
Common Shares	1,000,000	N/A

FORM 2F	CPC ESCROW AGREEMENT	Page 24
(as at June 14, 2010)

Securityholder

Name: Douglas Osrow

Signature: (signed) "Douglas Osrow"

Address for Notice:

322 Karen Avenue, Apt 3408 Las Vegas, Nevada USA 89109

Securities:

*Class or description*	*Number*	*Certificate(s) (if applicable)*
Common Shares	500,000	N/A

FORM 2F	CPC ESCROW AGREEMENT	Page 25
(as at June 14, 2010)

Securityholder

Name: Jaret Bode

Signature: (signed) "Jaret Bode"

Address for Notice:

219 Werschner Crescent, Saskatoon, Saskatchewan S7V 0C9

Securities:

*Class or description*	*Number*	*Certificate(s) (if applicable)*
Common Shares	100,000	N/A

FORM 2F	CPC ESCROW AGREEMENT	Page 26
(as at June 14, 2010)

Securityholder

Name: Kevin Thompson

Signature: (signed) "Kevin Thompson"

Address for Notice:

414 Victor Place, Saskatoon, Saskatchewan, Canada S7T 0E2

Securities:

*Class or description*	*Number*	*Certificate(s) (if applicable)*
Common Shares	100,000	N/A

FORM 2F	CPC ESCROW AGREEMENT	Page 27
(as at June 14, 2010)

Securityholder

Name: Aoi Maru Corp.

Signature: (signed) "Aoi Maru Corp."

Address for Notice:

1900, 520 – 3^rdAvenue SW, Calgary, Alberta, Canada T2P 0R3

Securities:

*Class or description*	*Number*	*Certificate(s) (if applicable)*
Common Shares	500,000	N/A

FORM 2F	CPC ESCROW AGREEMENT	Page 28
(as at June 14, 2010)

Securityholder

Name: De Courcy Asset Management Pty. Ltd.

Signature: (signed) "Rob De Courcy"

Address for Notice:

20 Robertson Street, Greenwich, New South Wales 2065

Securities:

*Class or description*	*Number*	*Certificate(s) (if applicable)*
Common Shares	500,000	N/A

FORM 2F	CPC ESCROW AGREEMENT	Page 29
(as at June 14, 2010)

Securityholder

Name: Power Family Holdings Pty. Ltd.

Signature: (signed) "Peter Power"

Address for Notice:

C/ P J Dalton, PO Box 853, St. Ives, New South Wales 2075

Securities:

*Class or description*	*Number*	*Certificate(s) (if applicable)*
Common Shares	1,000,000	N/A

FORM 2F	CPC ESCROW AGREEMENT	Page 30
(as at June 14, 2010)

Securityholder

Name: Russel H. Didlake

Signature: (signed) "Russel H. Didlake"

Address for Notice:

6182 E Hubbard Road, Ponca City, Oklahoma USA 74604

Securities:

*Class or description*	*Number*	*Certificate(s) (if applicable)*
Common Shares	500,000	N/A

FORM 2F	CPC ESCROW AGREEMENT	Page 31
(as at June 14, 2010)

SCHEDULE B(1) – CPC ESCROW SECURITIES

RELEASE SCHEDULE

Timed Release

Release Dates	Percentage of Total Escrowed Securities to be Released	Total Number of Escrowed Securities to be Released
[Insert date of Final Exchange Bulletin]	10%	420,000
[Insert date 6 months following Final Exchange Bulletin]	15%	630,000
[Insert date 12 months following Final Exchange Bulletin]	15%	630,000
[Insert date 18 months following Final Exchange Bulletin]	15%	630,000
[Insert date 24 months following Final Exchange Bulletin]	15%	630,000
[Insert date 30 months following Final Exchange Bulletin]	15%	630,000
[Insert date 36 months following Final Exchange Bulletin]	15%	630,000
TOTAL	100%	4,200,000

* In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin.

FORM 2F	CPC ESCROW AGREEMENT	Page 32
(as at June 14, 2010)

SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES

RELEASE SCHEDULE

Timed Release

Release Dates	Percentage of Total Escrowed Securities to be Released	Total Number of Escrowed Securities to be Released
[Insert date of Final Exchange Bulletin]	25%
[Insert date 6 months following Final Exchange Bulletin]	25%
[Insert date 12 months following Final Exchange Bulletin]	25%
[Insert date 18 months following Final Exchange Bulletin]	25%
TOTAL	100%

* In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%.

FORM 2F	CPC ESCROW AGREEMENT	Page 33
(as at June 14, 2010)

SCHEDULE B(3)

UNDERTAKING OF HOLDING COMPANY

TO:

THE TSX VENTURE EXCHANGE

Aoi Maru Corp. (the "Securityholder") has subscribed for and agreed to purchase, as principal, 500,000 Common Shares of The Needle Capital Corp. (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between The Needle Capital Corp. (the “Issuer”), TSX Trust Company (the “Escrow Agent”) and the Securityholder (the “Escrow

Agreement”).

The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow.

DATED this 16th day of June, 2017.

	Aoi Maru Corp.
	(Name of Securityholder - please print)

	(signed) "Robb McNaughton"
	(Authorized Signature)

	Secretary
	(Official Capacity - please print)

	Robb McNaughton
	(Please print here name of individual whose signature
	appears above)

The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow.

DATED this 16th day of June, 2017.

	(signed) "Robb McNaughton"
	(Signature)

	Robb McNaughton
	(Name of Controlling Securityholder – please print)


	(Signature)


	(Name of Controlling Securityholder – please print)

FORM 2F	CPC ESCROW AGREEMENT	Page 34
(as at June 14, 2010)

SCHEDULE B(3)

UNDERTAKING OF HOLDING COMPANY

TO:

THE TSX VENTURE EXCHANGE

De Courcy Asset Management Pty. Ltd. (the "Securityholder") has subscribed for and agreed to purchase, as principal, 500,000 Common Shares of The Needle Capital Corp. (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between The Needle Capital Corp. (the “Issuer”), TSX Trust Company (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”).

DATED this 16th day of June, 2017.

	De Courcy Asset Management Pty. Ltd.
	(Name of Securityholder - please print)

	(signed) "Rob De Courcy"
	(Authorized Signature)


	(Official Capacity - please print)

	Rob De Courcy
	(Please print here name of individual whose signature
	appears above)

DATED this 16th day of June, 2017.

	(signed) "Rob De Courcy"
	(Signature)

	Rob De Courcy
	(Name of Controlling Securityholder – please print)


	(Signature)


	(Name of Controlling Securityholder – please print)

FORM 2F	CPC ESCROW AGREEMENT	Page 35
(as at June 14, 2010)

SCHEDULE B(3)

UNDERTAKING OF HOLDING COMPANY

TO:

THE TSX VENTURE EXCHANGE

Power Family Holdings Pty. Ltd. (the "Securityholder") has subscribed for and agreed to purchase, as principal, 1,000,000 Common Shares of The Needle Capital Corp. (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between The Needle Capital Corp. (the “Issuer”), TSX Trust Company (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”).

DATED this 16th day of June, 2017.

	Power Family Holdings Pty. Ltd.
	(Name of Securityholder - please print)

	(signed) "Peter Power"
	(Authorized Signature)


	(Official Capacity - please print)

	Peter Power
	(Please print here name of individual whose signature
	appears above)

DATED this 16th day of June, 2017.

	(signed) "Peter Power"
	(Signature)

	Peter Power
	(Name of Controlling Securityholder – please print)


	(Signature)


	(Name of Controlling Securityholder – please print)

FORM 2F	CPC ESCROW AGREEMENT	Page 36
(as at June 14, 2010)

EX-99.53 54 exhibit99-53.htm EXHIBIT 99.53 The Flowr Corp.: Exhibit 99.53 - Filed by newsfilecorp.com

EX-99.54 55 exhibit99-54.htm EXHIBIT 99.54 The Flowr Corp.: Exhibit 99.54 - Filed by newsfilecorp.com

Consent of Independent Registered Public Accounting Firm

The Board of Directors
The Flowr Corporation

We consent to the use in this Registration Statement on Form 40-F of:

	1.	our report, dated October 26, 2018, on the financial statements of The Needle Capital Corp. which comprise the statements of financial position as at June 30, 2018 and June 30, 2017, and the consolidated statements of loss and other comprehensive loss, changes in shareholders’ equity and cash flows for the year ended June 30, 2018 and the period from June 1, 2016 (date of incorporation) to June 30, 2017 and notes, comprising a summary of significant accounting policies and other explanatory information,

	2.	our report, dated August 29, 2017, on the financial statements of The Needle Capital Corp., which comprise the statement of financial position as at June 30, 2017, and the statements of loss and other comprehensive loss, changes in shareholders’ equity and cash flows for the period from June 1, 2016 (date of incorporation) to June 30, 2017 and notes, comprising a summary of significant accounting policies and other explanatory information, and

	3.	our report, dated July 24, 2018, on the financial statements of The Flowr Corporation, which comprise the consolidated statements of financial position as at December 31, 2017 and 2016, and the consolidated statements of loss, changes in shareholders’ equity and cash flows for the year ended December 31, 2017 and for the period from formation on November 2, 2016 to December 31, 2016, and a summary of significant accounting policies and other explanatory information.

which is included in this Registration Statement on Form 40-F being filed by The Flowr Corporation with the United States Securities and Exchange Commission.



Mississauga, Ontario

February 4, 2019	Chartered Professional Accountants

	Licensed Public Accountants

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