Flower One Announces Election to Issue Common Stock in Satisfaction of Interest Payment Obligations Under its 9.5% Unsecured Convertible Bond

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LAS VEGAS & TORONTO – (BUSINESS WIRE)–Flower One Holdings Inc. (“Flower One” or the “Company“) (CSE: FONE) (OTCQX: FLOOF) (FSE: F11), Nevada’s leading cannabis breeder and producer, announces that in accordance with the terms of the agreements entered into between the company and Odyssey Trust Company (the “confidant“) in respect of its 9.5% unsecured convertible bonds maturing on January 31, 2024, it has elected to issue common shares in the capital of the Company (“Normal stocks“) to bondholders in payment of interest in the amount of approximately C$201,029.40 and C$43,906.40, respectively, on the March and November notes, respectively, maturing on June 30, 2021 (the “Interest payment“).

Subject to the terms of the contracts, the issue price of the Ordinary Shares issued in settlement of the Interest Payment will be based on the volume weighted average trading price per Ordinary Share during the twenty (20) consecutive trading days on the Canadian Securities Exchange ( the “CSE“) ending on the fifth day prior to the payment date, being the twenty (20) consecutive trading days from May 26, 2021 to June 23, 2021. The Ordinary Shares will be issued to the registered holders of the March and November Bonds appearing in the registers of the Trustee at close of business on May 31, 2021, being the last business day of the month preceding the applicable Interest Payment Date.No fractional Ordinary Shares will be issued in settlement of the Interest Payment.

The issue of Ordinary Shares in lieu of cash is subject to the terms and conditions of the indentures and to the receipt of all required approvals, including, but not limited to, the approval of the CSE.

About Flower One Holdings Inc.

Flower One is the largest cannabis breeder, producer and full-service brand fulfillment partner in the state of Nevada. Combining more than 20 years of greenhouse operational excellence with the best cannabis operators, Flower One provides consistent, reliable and scalable execution to a growing number of leading cannabis brands (Cookies, Kiva, Old Pal, Heavy Hitters, Lift Ticket’s, The Clear, HUXTON and Flower One’s leading private label, NLVO, and more). Flower One currently produces a wide variety of products from flowers, full spectrum oils and distillates to finished consumer packaging, including a variety of: pre-rolls, concentrates, edibles, topicals and more for the best performing brands in cannabis. Flower One’s Nevada footprint includes the company’s flagship facility, a 400,000 square foot high-tech greenhouse and 55,000 square foot manufacturing facility, as well as a second site with a 25,000 square foot indoor growing facility and commercial kitchen. Flower One has built an industry-leading team focused on becoming the first high-quality, low-cost brand fulfillment partner.

The Company’s common stock is traded on the Canadian Securities Exchange under the Company symbol “FONE”, in the United States on the OTCQX Best Market under the symbol “FLOOF” and on the Frankfurt Stock Exchange under the symbol “F11” . For more information visit: https://flowerone.com.

Warning Regarding Forward-Looking Information

Statements in this press release that are not historical or current facts constitute “forward-looking information” within the meaning of the Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward-looking statements”). Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the Company’s actual results to differ materially from historical results or from future actual results expressed or implied by such forward-looking statements. In addition to statements that expressly describe such risks and uncertainties, readers are encouraged to consider statements labeled with the terms “believes,” “believes,” “expects,” “intends,” “anticipates,” “potential,” “should”, “may”, “will”, “plan”, “continue” or other similar expressions to be uncertain and forward-looking.

Forward-looking statements may include, without limitation, the expected interest payment by common stock; the price of the Ordinary Shares to be issued in lieu of cash; interest amounts payable to holders of March bonds and November bonds; and receipt of all required approvals, including, but not limited to, the approval of the CSE.

The forward-looking statements in this press release are expressly qualified in their entirety by this cautionary statement and the The “Forward-Looking Statements” section in the Company’s management discussion and analysis for the nine and three months ended September 30, 2020 (the “MD&AAll forward-looking statements in this press release are made as of the date of this press release. The forward-looking statements in this press release are also generally subject to assumptions and risks and uncertainties described from time to time in the public filings of securities with the Canadian securities commissions, including the MD&A. While Flower One has attempted to identify important factors that could cause its actual results, performance or performance to differ materially from those in its forward-looking statements, there may be other factors that could cause results, performance or performance not be as expected, estimated or intended.

While the Company believes that all forward-looking information and statements contained herein are reasonable, in light of its use of assumptions and the significant risks and uncertainties inherent in such information and statements, no warranty can be made that such forward-looking information and statements will prove to be accurate, and therefore readers are encouraged to rely on their own evaluation of such risks and uncertainties and not to place undue reliance on such forward-looking information and statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this press release are made as of the date of this press release. Flower One disclaims and assumes no intention or obligation to update or revise such forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

NEITHER THE CANADIAN SECURITIONS EXCHANGE NOR THEIR REGULATORY SERVICE PROVIDER HAVE RESPONSIBILITY OR ACCEPTANCE OF THE RESPONSIBILITY OR ACCURACY OF THIS RELEASE.

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