Flower One Announces the Completion of its Restructuring Transaction

The Completion of the Restructuring Transaction Marks Another Milestone in the Company’s Transformative First Months of 2021

Flower One Holdings Inc. ("Flower One" or the "Company") (CSE: FONE) (OTCQX: FLOOF) (FSE: F11), a leading cannabis cultivator and producer in Nevada, is pleased to announce today that (i) following its press release dated April 14, 2021, the Company has completed its restructuring transaction with its 9.5% unsecured debentures due March 28, 2022 (the “March Debentures”) and 9.5% unsecured convertible debentures due November 15, 2022 (the “November Debentures”, and together with the March debentures, the “Debentures”), both of which will now reflect a maturity date of January 31, 2024, and (ii) in connection with this restructuring transaction, a second loan modification agreement has been agreed upon with the term lender to the Company and its affiliates.

“We would like to once again thank all of our debentureholders and shareholders for their support as we complete our restructuring,” said Kellen O’Keefe, Flower One’s President and Interim CEO. “The Company is continuing on its upward trajectory and is looking forward to the coming months especially with Nevada’s announced plans to fully reopen on June 1st, which should further power the state’s recently reported record cannabis sales.”

The completion of the restructuring has allowed for: (i) a right-sizing of the Company’s capital structure by reducing the debt service burdens on the business and improving cash flow, (ii) new investment being made into the Company, and (iii) providing the Company with the runway it requires to maximize value to its stakeholders.

The Debentures were delisted from the Canadian Securities Exchange (“CSE”) today in order to implement the amendments to the Debentures contemplated by the restructuring transaction (the “Debenture Amendments”). The relisting of the amended debentures on the CSE is expected to occur tomorrow, April 20, 2021.

In connection with the restructuring transaction, the Company has issued an aggregate of approximately 91,260,762 units, with each unit comprised of one common share in the capital of the Company (each, a “Common Share”) and 5/6 of a warrant of the Company (each, a “Warrant”), to holders of Debentures, totaling approximately 91,260,762 Common Shares and approximately 76,050,635 Warrants. Correspondingly, the total principal amount of March Debentures outstanding has been reduced from CAD$42,471,000 to CAD$16,988,400; and, the total principal amount of the November Debentures outstanding has been reduced from CAD$9,276,000 to CAD$3,710,400.

Copies of the management information circulars outlining the approved resolutions to the Debentures can be viewed on the Company’s SEDAR profile at www.sedar.com and on the Company’s website at: https://flowerone.com

Second Loan Modification Agreement

In connection with the restructuring transaction, the Company and certain of its subsidiaries have entered into a second loan modification agreement (the “Second Loan Modification Agreement”) with RB Loan Portfolio II, LLC, (the “Term Lender”) with respect to the Company’s existing US$30 million term debt, secured by the facility at 3950 N. Bruce St., North Las Vegas, Nevada.

Pursuant to the Second Loan Modification Agreement, the Term Lender has agreed to forbear certain existing events of default under, and to make certain modifications to, the existing term loan and financing documents which included, among other things, (i) the extension of the maturity date from December 21, 2021 to January 26, 2023, (ii) the obligation of the Company, starting on January 1, 2022, to pay monthly installments of interest at 14% per annum in cash, (iii) the payment of the exit fee of US$1,000,000 by December 21, 2021 and the ability of the Term Lender to refuse a loan payoff until such exit fee is received.

In accordance with the terms of the Second Loan Modification Agreement, the Company has also issued 300,000 common share purchase warrants (the “Loan Modification Warrants”) to the Term Lender in satisfaction of a modification fee payable to the Term Lender pursuant to the Second Loan Modification Agreement. Each Loan Modification Warrant is exercisable for one Common Share at an exercise price of $0.39 per Common Share for a period of 36 months following the effective date of the Second Loan Modification Agreement.

Flower One’s legal advisor is Osler, Hoskin & Harcourt LLP and financial advisor is Canaccord Genuity Corp.

About Flower One Holdings Inc.

Flower One is the largest cannabis cultivator, producer, and full-service brand fulfillment partner in the state of Nevada. By combining more than 20 years of greenhouse operational excellence with best-in-class cannabis operators, Flower One offers consistent, reliable, and scalable fulfillment to a growing number of industry-leading cannabis brands (Cookies, Kiva, Old Pal, Heavy Hitters, Lift Ticket’s, The Clear, and Flower One’s leading in-house brand, NLVO, and more). Flower One currently produces a wide range of products from flower, full-spectrum oils, and distillates to finished consumer packaged goods, including a variety of: pre-rolls, concentrates, edibles, topicals, and more for top-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 production facility, as well as a second site with a 25,000 square-foot indoor cultivation 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 shares are traded on the Canadian Securities Exchange under the Company’s 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.

Cautionary Note Regarding Forward-Looking Information Statements in this press release that are not statements of historical or current fact constitute "forward-looking information" within the meaning of 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 actual results of the Company to be materially different from historical results or from any future actual results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "potential," "should," "may," "will," "plans," "continue" or other similar expressions to be uncertain and forward-looking.

Forward-looking statements may include, without limitation, the additional runway provided to the Company pursuant to the Debenture Amendments, the relisting of the amended debentures on the CSE, the listing of the Warrants, and the common shares issuable upon exercise of the Warrants, on the CSE; the use of proceeds; the Company’s leadership as a cannabis cultivator, producer, innovator and full-service brand fulfillment partner; the Company’s ability to offer consistent, reliable and scalable fulfilment to a growing number of industry-leading brand partners; and the production of a wide range of products for the nation’s top-performing brands..

The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational and medicinal cannabis marketplaces in the United States through its subsidiary Cana Nevada Corp. Local state laws where Cana Nevada Corp. operates permit such activities; however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company’s business are contained under the heading "Risk Factors" in the Company’s management’s discussion and analysis for the nine and three months ended September 30, 2020 (the "MD&A").

The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement, the "Forward-Looking Statements" section contained in the MD&A. All forward-looking statements in this press release are made as of the date of this press release. The forward-looking statements contained herein are also subject generally to assumptions and risks and uncertainties that are described from time to time in the Company’s public securities filings with the Canadian securities commissions, including the Company’s MD&A.

Although Flower One has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects that are engaged in activities currently considered illegal under United States federal law; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. Flower One disclaims and does not undertake any intention or obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR THEIR REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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