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Flower One Announces Modification to Loan Agreement and Issues Warrants to its Lender per the Loan Modification and Amendment Agreement

FLOOF | May 7, 2021

Flower One Holdings Inc. (“ Flower One ” or the “ Company ”) (CSE: FONE) (OTCQX: FLOOF) (FSE: F11), the leading cannabis cultivator and producer in Nevada, announced today that it has modified and amended certain terms of its loan agreement dated August 21, 2020 (the “ Loan Agreement ”) pursuant to a modification and amendment loan agreement dated March 8, 2021 among 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, 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 United States Dollars; (3) reflect a new payment schedule of the current principal balance and outstanding accrued interest payable under the Loan Agreement; (4) modify the Secured Promissory Note dated August 21, 2020 by the Borrower for the benefit of the Lender to match the modifications to the Loan Agreement; (5) issue the Lender additional warrant rights with respect to common shares of 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 Lenders consent to the previously announced January 2020 financing and other loan modifications, the Company has issued 397,873 common share purchase warrants (the “ Lender Warrants ”), entitling the Lender to one common share in the capital of the Company (a “ Lender Warrant Common Share ”) at an exercise price of CAD$0.315 per Lender Warrant Common Share at any time prior to the date which is thirty-six months (36) after the date of issuance of such Lender 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 CAD$1.05 per common share for a period of twenty (20) consecutive trading days, the Company may implement an accelerated expiry date of the Lender Warrants by giving notice to the holders of the Lender Warrants of the accelerated expiry and, thereafter, the Lender Warrants will expire on the date that is ninety (90) days following the delivery of such notice.

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 full exercise of the Lender Warrants prior to their expiry date and the delivery of a notice to the holders of the Lender Warrants to accelerate the expiry of the Lender Warrants, and the Company’s leadership as a cannabis cultivator, producer and full-service brand fulfillment partner.

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.

Although the Company 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 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.