Flower One Closes Canadian Restructuring Transaction and Implements Plan Under the Companies’ Creditors Arrangement Act (Canada)

Flower One Holdings Inc. (“Flower One” or the “Canadian Company”). Today the Canadian parent company, together with its Canadian subsidiaries Flower One Corp. and FO Labour Management Ltd. (collectively, the “Canadian Companies”), announces: (i) the implementation of its previously announced plan of compromise, arrangement and reorganization (the “Plan”) presented to affected creditors pursuant to the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) and a Meeting Order of the Supreme Court of British Columbia ( “Canadian Court”) granted on November 25, 2022, which Plan was approved by the requisite majorities of affected creditors at a meeting on December 19, 2022 and sanctioned by the Canadian Court on December 21, 2022; and (ii) the closing of the transactions contemplated by the Plan, including a Canadian restructuring transaction pursuant to which the Canadian Company has ceased to own any U.S. operating subsidiaries.

Affected creditors entitled to distributions pursuant to the Plan will receive their respective distributions from PricewaterhouseCoopers Inc. in its capacity as the Canadian Companies’ monitor under the CCAA (in such capacity, the “Monitor”), by no later than January 13, 2023. To the extent any affected creditor does not receive a distribution by January 13, 2023, it should notify the Canadian Companies and Monitor in accordance with the Plan. Shareholders of Flower One will not receive any distributions under the Plan in respect of their equity interests in Flower One.

Pursuant to the Plan, the Canadian Companies will each make an assignment into bankruptcy and, accordingly, Flower One will remain non-compliant with applicable Canadian securities laws and regulations. Flower One’s trading on the Canadian Securities Exchange (CSE) has been suspended and Flower One is expected to be de-listed from applicable stock exchanges.

Additionally, there is a related U.S. Restructuring Plan that was also executed, but is subject to Nevada’s Cannabis Compliance Board (the “CCB”) approval.

Further information regarding the CCAA proceedings and the Plan can be obtained by contacting the Monitor via email at ca_flowerone@pwc.com or on the Monitor’s website: https://www.pwc.com/ca/FONE.

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 expected outcome, timing and completion of the Canadian Companies’ assignment into bankruptcy and termination of the CCAA proceedings, including expectations with respect to the injection of additional capital and risks related to the CCAA proceedings.

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.

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