LAS VEGAS & TORONTO – (COMMERCIAL THREAD) – Flower One Holdings Inc. (“Flower A“or the”Company”) (CSE: FONE) (OTCQX: FLOOF) (FSE: F11), Nevada’s leading cannabis grower and producer, today announced its financial and operating results for the fourth quarter and fiscal year ended December 31, 2020. All amounts are in US dollars, unless otherwise indicated.

“2020 has been a year of transformation in which we have started to make a number of operational improvements that have positioned us for success through 2021. Although we have made tremendous progress over the past year , we recognize the hard work that lies ahead and are very excited about the future of Flower One, ”said Kellen O’Keefe, Interim President and CEO of Flower One.

Full year and fourth quarter 2020 Strong points:

  • Fiscal 2020 revenue was $ 34.2 million, representing sequential year-over-year growth of 260% from fiscal 2019;

  • Q4 2020 revenue was $ 9.6 million, representing a quarterly growth of 66% compared to Q4 2019;

  • The company successfully launched Cookies and 22Red products in the Nevada market;

  • Partner brands Cookies, Old Pal, Kiva and the company’s internal brand, NLVO, were recognized throughout the year as the top-selling brands in their respective product categories, and

  • The company added Nitin Kaushal and Salpy Boyajian to its board of directors.

Highlights after the end of the year:

  • Orientation for the first quarter of 2021: The company announced its preliminary unaudited revenue forecast for the first quarter of 2021 of more than $ 13.5 million, beating the company’s previous record quarter of $ 11.5 million in the third quarter of 2020. The company expects to announce its first quarter 2021 results no later than July 5, 2021.

  • Completion of the restructuring operation: The Company announced the April 14, 2021 the approval of its resolutions on convertible debentures and corresponding amendments to the debentures (the “Debentures“). Following the approved amendments, the Company exercised its right (the “New conversion right“) to convert 60% of the capital of the debentures into units consisting of one common share and â…š one warrant (each, a”Unit”), Which has the effect of reducing the total principal amount of the 9.5% unsecured debentures due March 28, 2022 from C $ 42,471,000 to C $ 16,988,400; and, the total principal amount of the 9.5% unsecured convertible debentures due November 15, 2022 being reduced from C $ 9,276,000 to C $ 3,710,400.

  • Executive Team and Board Updates: Salpy Boyajian has been appointed Executive Vice President and Kellen O’Keefe has been appointed Interim President and CEO, and has joined the Board of Directors with Mitchell Kahn and Eliza Gairard, thus advancing the corporate governance of the company.

The Company’s 2020 year-end audited financial statements and related MD&A will be published and filed on SEDAR at www.sedar.com June 11, 2021 and available on the Flower One website at www.flowerone.com/investors/financial-reports, as well as its 2020 annual report.

Fourth bi-weekly progress report on annual declarations:

Company Provides Fourth Bi-Weekly Update, Following Company Press Release dated May 3, 2021. The Company has obtained a cease and desist order (the “MCTO”) Under national policy 12-203 – Management termination orders (“NP 12-203“). As previously announced, MCTO’s request has been made by the Company in order to obtain additional time for the Company to file its annual audited financial statements for the year ended December 31, 2020, the related MD&A, certificates of its CEO and CFO and its annual information form (collectively the “Annual deposits“). The MCTO prohibits any trading in the securities of the company, whether directly or indirectly, by the CEO and CFO of the company. The MCTO does not affect the ability of other shareholders to trade in the securities of the Company.

In connection with the issuance of the MCTO, and in accordance with its obligation to provide bi-weekly updates under the alternative reporting guidelines set out in PN 12-203, the Company confirms that (i) it there has been no material change in information regarding the Company’s delay in making annual filings since its May 28, 2021 press release which was not generally disclosed; (ii) the Company has not failed in its declared intentions with regard to compliance with the provisions of the guidelines relating to alternative information set out in PN 12-203; (iii) there has been no other defect specified by the Company under PN 12-203; and (iv) there is no other material information relating to the affairs of the Company which has not been generally disclosed.

Due to the delay in filing annual documents, the Company also announced on May 28, 2021 that the filing of its unaudited interim financial statements, MD&A and related CEO and CFO certificates for the quarter ended March 31, 2021 (the “Provisional deposits“), would be delayed beyond the filing deadline of May 31, 2021. The Company strives to complete intermediate deposits as soon as possible and expects intermediate deposits to be deposited no later than July 5 2021, instead of or before June 16, 2021 as previously announced on May 28, 2021. The MCTO will remain in effect until the Company is up to date with all of its continuous disclosure documents, which include annual documents and documents During the remainder of the MCTO, the Company confirms that it will comply with the provisions of the Alternative Disclosure Guidelines set out in NP 12-203 for as long as it remains in default.

About Flower One Holdings Inc.

Flower One is the largest full-service cannabis grower, producer and brand delivery partner in the state of Nevada. By combining over 20 years of greenhouse operational excellence with top cannabis operators, Flower One delivers consistent, reliable and scalable processing to a growing number of industry-leading cannabis brands (Cookies, Kiva, Old Pal, Heavy Hitters, Lift Ticket’s, The Clear, HUXTON and the main internal brand of Flower One, NLVO, and more). Flower One currently produces a wide range of products ranging from flowers, full spectrum oils and distillates to finished consumer packaged products including a variety of: pre-rolls, concentrates, edibles, topicals and more for brands. the best performers when it comes to 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 an indoor grow facility. of 25,000 square feet and a commercial kitchen. Flower One has built a market-leading team that strives to become the premier, high-quality, low-cost brand fulfillment partner.

The common shares of the Company are traded on the Canadian Stock Exchange under the symbol of the Company “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.

Caution 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” statements ”). These forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of the Company to differ materially from historical results or from any future actual results expressed or implied by these forward-looking statements. In addition to statements which explicitly describe these risks and uncertainties, readers are encouraged to consider statements labeled with the terms “belief”, “belief”, “expects”, “intends to”, ” anticipates ”,“ possible ”,“ should ”,“ may ”,“ will ”,“ plans ”,“ continue ”or other similar expressions to be uncertain and forward-looking.

Forward-looking statements may include, without limitation, the timing of the filing of the annual financial statements for the year ended December 31, 2020 and the accompanying MD&A on SEDAR; the timing of filing the unaudited interim consolidated financial statements for the first quarter and related MD&A on SEDAR; the exercise of the Company’s New Conversion Right; when to remove MCTO; and the reduction of the total principal amount under the unsecured convertible debentures; statements relating to the company’s position as a leader in the cannabis market in Nevada and expected sales and record revenues, the company’s leadership as a cultivator, producer, innovator and brand delivery partner at full service, and the production of a wide range of products for the country’s top performing brands.

The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement and the The “Caution regarding forward-looking information” section contained the management report of the Company for the twelve and three months ended December 31, 2020 (the “Management report“). All forward-looking statements contained in this press release are made as of the date of this press release. The forward-looking statements contained in this document are also generally subject to assumptions, risks and uncertainties which are described from time to time in public documents filed by the Company with the Canadian securities commissions, including the report. Management. Although Flower One has attempted to identify material factors which could cause actual results, performance or achievements to differ materially from those contained in forward-looking statements, there may be other factors which may cause actual results to differ materially from those contained in forward-looking statements, there may be other factors which may cause that the results, performance or achievements are not as expected, estimated or expected.

Although the Company believes that the forward-looking information and statements contained herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that such forward-looking information and statements prove to be correct and, therefore, readers are advised to rely on their own assessment of these risks and uncertainties and not to place undue reliance on such forward-looking information and statements. Therefore, readers should not place undue reliance on forward-looking statements. The forward-looking statements contained 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 these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.



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