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Flower One Provides Third Bi-Weekly Status Report in Relation to its Annual Filings

FLOOF | May 28, 2021

Flower One Holdings Inc. (" Flower One " or the " Company ") (CSE: FONE) (OTCQX: FLOOF) (FSE: F11), the leading cannabis cultivator and producer in Nevada, today provides its third bi-weekly status report further to the Company’s press release dated May 3, 2021 . The Company was granted a customary management cease trade order (the " MCTO ") under National Policy 12-203 – Management Cease Trade Orders (" NP 12-203 "). As previously announced, the application for the MCTO was made by the Company in order to secure additional time for the Company to file its audited annual financial statements for the year ended December 31, 2020, the related management’s discussion and analysis, certificates of its CEO and CFO and its annual information form (collectively the " Annual Filings "). The MCTO prohibits all trading in securities of the company, whether directly or indirectly, by the company’s CEO and CFO. 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 information guidelines set out in NP 12-203, the Company announces that it will not be in a position to file the Annual Filings on May 28, 2021 as announced in its previous bi-weekly updates dated May 3, 2021 and May 14, 2021, but expects to file the Annual Filings on or before June 11, 2021. The Company continues to work closely with its auditor to finalize the Annual Filings as soon as possible. The MCTO will stay in effect until the Annual Filings are filed.

In addition to the above, the Company confirms that (i) there has been no failure by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines set out in NP 12-203; (ii) there has not been any other specified default by the Company under NP 12-203; and (iii) there is no other material information concerning the affairs of the Company that has not been generally disclosed.

During the MCTO, the Company confirms that it will comply with the provisions of the alternative information guidelines set out in NP 12-203 for as long as it remains in default, including the issuance of bi-weekly default status reports, each of which will be issued in the form of a news release. The MCTO will remain in effect until the Company files the Annual Filings or the MCTO is otherwise revoked or varied.

Update on 2021 Interim Financials

As a result of the delay in filing the Annual Filings, the Company also announces that the filing of its unaudited interim financial statements, management's discussion and analysis and related CEO and CFO certifications for the three-months ended March 31, 2021 (the " Interim Filings "), will be delayed beyond the filing deadline of May 31, 2021. The Company is working to complete the Interim Filings as soon as possible and expects the Interim Filings to be filed on or before June 16, 2021 following the Company's filing of the Required Annual Filings.

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, The Clear, 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 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 timeline by which the Company intends to make the Annual Filings, the timeline by which the Company intends to make the Interim Filings, the expected absence of an impact on the ability of other securityholders to trade in the Company’s securities and the Company’s intention to comply with the provisions of the alternative information guidelines.

The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement and the "Forward-Looking Statements" section contained in the Company’s management’s discussion and analysis for the nine and three months ended September 30, 2020 (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.