Flower One Closes Final Tranche of its Convertible Debenture Offering Following Additional Investor Support

Press Release

The Company accepts an additional CAD$2.5M, for an aggregate of CAD$24.1M (USD$19M)

Las Vegas, Nevada and Toronto, Ontario – March 18, 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 the closing on March 17, 2021 of the third tranche of its 2021 convertible debenture offering.

“I’m truly inspired every day by the amazing work our team does at Flower One,” said Salpy Boyajian, Flower One’s Executive Vice President and Chairwoman of the Board. “The overall progress and accomplishments we have made over the last several months are a direct reflection of the strength of Flower One.”

The company has closed the final tranche of its previously announced convertible debenture unit financing (the “Offering”), raising aggregate gross proceeds of CAD$2,550,383.99 (USD$2,008,302.88) (the “ Third Tranche”). The third tranche of the Offering includes the issuance of an additional 2,546 convertible debenture units (each, a “ Debenture Unit”) at a price of CAD$1,000 per Debenture Unit. Together with the first and second tranche of the Offering, the Company has issued a total of 24,118 Debenture Units, for aggregate gross proceeds of approximately CAD$24,134,219.89 (USD$19,004,519.88), from a number of strategic investors including JW Asset Management.

Each Debenture Unit consists of one 9.0% unsecured convertible debenture of the Company (each a “Convertible Debenture) having a maturity date of three years from the date of issuance (the “ Maturity Date) and 1,923 common share purchase warrants (each a “Warrant” and collectively, the “Warrants”), representing a 50% warrant coverage, with each whole Warrant entitling the holder thereof to purchase one common share of the Company at an exercise price of CAD$0.39 at any time up to 36 months from the date of issuance. In the event that the common shares of the Company (each, a “ Common Share” and collectively, the “Common Shares”) trade on the Canadian Securities Exchange (the “CSE”) at a closing price equal to or greater than CAD$0.90 for a period of twenty (20) consecutive trading days, the Company may implement an accelerated expiry date of the Warrants by giving notice to the holders of the Warrants of the accelerated expiry date and, thereafter, any unexercised Warrants will expire on the date that is ninety (90) days following the delivery of such notice.

The principal amount of each Convertible Debenture (the “Principal Amount”) will be convertible, for no additional consideration, into Common Shares (each a “Conversion Share” and collectively, the “Conversion Shares”) at the option of the holder at any time prior to the earlier of: (i) the close of business on the Maturity Date, and (ii) the business day immediately preceding the date specified by the Company for conversion of the Convertible Debentures upon the Common Shares trading on the CSE at a price greater than CAD$0.50 for a period of ten (10) consecutive trading days at a conversion price equal to CAD$0.26 (the “Conversion Price”).

The Company may force the conversion of the principal amount of the then outstanding Convertible Debentures at the Conversion Price should the trading price of the Common Shares on the CSE be greater than $0.50 for a period of ten (10) consecutive trading days. The Principal Amount and the interest accrued thereon will otherwise be payable in cash on the Maturity Date, and have a default interest rate of an additional 3%, for a total aggregate default interest rate of 12%.

The Convertible Debentures issued under the Third Tranche also provide the holders thereof with the option to receive the early repayment of their Convertible Debentures (the “Early Repayment Right”) in the event that the previously announced amendments (the “Amendments”) to the Company’s debenture indenture dated March 28, 2019 (the “ March Debenture Indenture”) are not completed on or before June 15, 2021. The Early Repayment Right will terminate and be of no further force and effect upon holders representing 66 2/3% of the unsecured convertible debentures issued pursuant to the March Debenture Indenture agreeing with the Company to vote in favour of the Amendments.

In connection with the Offering, the Company will pay finder’s fees to certain finders as follows: (i) payment in cash in amounts equal to between 2% and 4% of the aggregate gross proceeds from investors introduced to the Company by such finders; and (ii) units consisting of one share of common stock and one half warrant or, in one case, just warrants to acquire common stock, ranging from 4% to 6% of the aggregate gross proceeds.

The net proceeds received by the Company from the Offering, including the Third Tranche, are intended to be used for working capital, previous debt obligations, general corporate purposes, along with regular maintenance and improvements to the facility.

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, 22Red Old Pal, Heavy Hitters, Lift Ticket’s, Huxton, 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 conversion of the Convertible Debentures and Warrants; the use of proceeds from the Offering; 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 debentureholder and 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.

Contacts:

Flower One Investor Relations:
ir@flowerone.com
702.660.7775

Flower One Media:
media@flowerone.com


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