Flower One announces loan modification and issues warrants to its lender in accordance with loan modification and amendment agreement

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LAS VEGAS & TORONTO – (COMMERCIAL THREAD) – Flower One Holdings Inc. (“Flower A“or the”Society“) (CSE: FONE) (OTCQX: FLOOF) (FSE: F11), Nevada’s leading cannabis grower and producer, today announced that it has changed and amended certain terms of its loan agreement dated August 21, 2020 (the ” “Loan agreement“) under a Loan Amendment and Addendum dated March 8, 2021 between Gold Flora LLC, a California limited liability company (the”Lender“), CN Landco, LLC, a Nevada Limited Liability Company (the”Borrower“) and the Company (the”Loan modification and amendment agreement“).

Pursuant to the Loan Modification and Amendment Agreement, the Company, as guarantor, has agreed to modify the terms of the Loan Agreement with the Lender to: (1) extend the Maturity Date of the Loan Agreement from May 20, 2021 to November 21, 2021; (2) convert the loan amount under the Loan Agreement from Canadian dollars to US dollars; (3) reflect a new payment schedule for the current principal balance and unpaid accrued interest payable under the Loan Agreement; (4) modify the guaranteed promissory note dated August 21, 2020 by the borrower for the benefit of the lender to correspond to the modifications made to the loan agreement; (5) issue additional subscription rights to the Lender in respect of the Common Shares of the Guarantor; and (6) otherwise modify the Loan Documents (as defined in the Loan Modification and Amendment Agreement).

In accordance with the terms of the Loan Modification and Amendment Agreement and in consideration for the consent of the lenders to the financing previously announced in January 2020 and other loan modifications, the Company issued 397,873 share purchase warrants. ordinary (the “Lender mandates“), giving the Lender the right to one ordinary share in the capital of the Company (a”Lender Warrants Common share”) At an exercise price of Cdn $ 0.315 per Lender’s Warrant Common Share at any time before the date falling thirty-six (36) months after the date of issuance of such Lender’s Warrants; provided, however, that in the event that the Common Shares trade on the Canadian Securities Exchange at a closing price equal to or greater than C $ 1.05 per Common Share for a period of twenty (20) consecutive Trading Days, the Company may implement an accelerated expiration date of the Lender’s Warrants by notifying the holders of the Lender’s Warrants of the accelerated expiration and thereafter, the Lender’s Warrants will expire on the date which is four- ninety (90) days following the delivery of this notice.

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, 22Red Old Pal, Heavy Hitters, Lift Ticket’s, Huxton, The Clear 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. of the best performing 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 low-cost, high-quality brand fulfillment partner.

The Company’s common shares trade 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, but are not limited to, the full exercise of the Lender’s Warrants prior to their expiration date and notice to the holders of the Lender’s Warrants to expedite the expiration of the Lender’s Warrants. underwriting of the lender; and the Company’s leadership as a full-service cannabis grower, producer and brand fulfillment partner.

The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational and medicinal cannabis markets in the United States through its subsidiary Cana Nevada Corp. The laws of the local states where Cana Nevada Corp. carries out its activities authorizes such activities; however, these activities are currently illegal under United States federal law. Additional information regarding this risk and other risks and uncertainties relating to the activities of the Company is contained under the heading “Risk factors” in the management report of the Company for the nine and three months ended September 30, 2020 (the “Management report”).

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

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 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.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR THEIR REGULATORY SERVICE PROVIDER HAS REVIEWED OR ACCEPTED RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS COMMUNICATION.


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