Flower One Obtains Extension of Stay Period and Claims Process Order Under the Companies’ Creditors Arrangement Act (Canada)

Press Release

Las Vegas, Nevada – October 25, 2022 –-Flower One Holdings Inc. (“Flower One” or the
“Canadian Company”) (CSE: FONE) (FSE: F11), the Canadian parent company of the leading cannabis cultivator and producer in Nevada, announces that the Supreme Court of British Columbia (the “Court”) has, among other things, extended the stay period in the Company’s Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) proceeding commenced by each of the Canadian Company and its Canadian subsidiaries Flower One Corp. and FO Labour Management Ltd. (collectively, the “Canadian Companies”), to January 16, 2023 (the “Stay Extension”). The Canadian Company also announces that on October 25, 2022, it obtained an order (the “Claims Process Order”) establishing a claims process (the “Claims Process”) to identify and determine claims against the Canadian Companies.

The Stay Extension and the Claims Process will allow the Canadian Company to develop and pursue a sale and/or plan of arrangement that would have the effect of restructuring the Canadian Companies’ balance sheets, and facilitate the injection of additional capital, with a view of Flower One’s business going private as soon as reasonably practicable, thereby eliminating the administrative burden and significant expense associated with being a publicly listed company. During this time, the US operations of Flower One are expected to continue in the ordinary course and without interruption.

Pursuant to the Claims Process Order, the Canadian Companies will send a claims notice (the “Claims Notice”) to each known creditor of the Canadian Companies, which will set out the claim such creditor has against each of the Canadian Companies, according to the records of the Canadian Companies. If a creditor agrees with its claim as set out in the Claims Notice, no further action is required. Any creditor that (i) disputes the claim set forth in the Claims Notice; (ii) wishes to assert a claim against any director or officer of the Canadian Companies; (iii) wishes to assert a restructuring claim; or (iv) does not receive a Claims Notice but wishes to assert a claim against any of the Canadian Companies or any of their directors or officers, must submit a proof of claim with the Monitor (defined below) by no later than 4:00 p.m. (PST) on Monday November 14, 2022 or the Restructuring Claims Bar Date (as defined in the Claims Process Order), all in accordance with the terms of the Claims Process Order. A copy of the Claims Process Order, along with all schedules attached thereto, can be found at the Monitor’s website listed below.

As previously reported, PricewaterhouseCoopers Inc. has been appointed to act as the Canadian Companies’ monitor under the CCAA (in such capacity, the “Monitor”). Further information regarding the Claims Process and copies of the documents and forms referenced therein are available at the Monitor’s website at www.pwc.com/ca/FONE. Further information regarding the CCAA proceedings can be obtained by contacting the Monitor via email at ca_flowerone@pwc.com.

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, HUXTON, 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 its 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 making high-quality cannabis accessible to all.

The Canadian Company’s common shares are traded on the Canadian Securities Exchange under the Canadian Company’s symbol “FONE”, 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 Canadian 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, statements relating to the Claims Process and Claims Notice, the expected outcome, timing and completion of the balance sheet restructuring and CCAA proceedings, including expectations with respect to the injection of additional capital; risks related to the CCAA proceedings and the impact of same on Flower One’s operations; expectations that the US operations of Flower One will continue in the ordinary course and without interruption; the expected outcome, timing and completion of Flower One going private, including obtaining required approvals; the timing of posting of updates, materials and/or information on the Canadian restructuring process; Flower One’s position as a leader in the Nevada cannabis market; Flower One’s leadership as a cannabis cultivator, producer, innovator and full-service brand fulfillment partner; and the production of a wide range of products for the nation’s top-performing brands.

The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement, the “Cautionary Statement regarding Forward-Looking Information” section contained the Canadian Company’s management’s discussion and analysis for the three and six month periods ended June 30, 2022 (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 Canadian Company’s public securities filings with the Canadian securities commissions, including the Canadian 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.

Although Flower One believes that any forward-looking information and statements 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 any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon 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 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

Kellen O’Keefe, President & CEO
702.660.7775

Flower One Media
media@flowerone.com


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