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, is pleased to announce that the Supreme Court of British Columbia (the “Court”) has granted an order (the “Meeting Order”) which, among other things, authorizes the Canadian Company and its Canadian subsidiaries Flower One Corp. and FO Labour Management Ltd. (collectively, the “Canadian Companies”) to present a plan of compromise, arrangement and reorganization (the “Plan”) of the Canadian Companies to their affected creditors at a meeting (the “Meeting”) on December 19, 2022 at 2:00pm PST.

Provided the Plan receives the requisite approvals at the Meeting and by the Court, and is implemented in accordance with its terms: (i) affected creditors of the Canadian Companies will receive a distribution in accordance with the Plan, and (ii) Flower One will cease to own the US operations and the Canadian Companies will cease to have any assets, with the expectation that they will each make an assignment into bankruptcy. Accordingly, Flower One will not remain compliant with securities laws and regulations that are applicable to public issuers and is expected to be de-listed from the CSE and to be ceased traded under applicable Canadian securities laws. The Plan does not provide for any distributions to shareholders of Flower One on account of their equity interests.

During this time, the US operations of Flower One are expected to continue in the ordinary course and without interruption.

As previously reported, PricewaterhouseCoopers Inc. has been appointed to act as the Canadian Companies’ monitor under the CCAA (in such capacity, the “Monitor”). A copy of the Plan, Meeting Order and Meeting materials, including a Notice of Meeting, may be found on the Monitor’s website at https://www.pwc.com/ca/en/services/insolvency-assignments/flower-one/meeting-materials.html. Any affected creditor wishing to attend the Meeting or vote on the Plan, should review the meeting materials. In order to attend the Meeting, affected creditors must contact the Monitor before 9:00 am on December 19, 2022, as set out in the Notice of Meeting.

Further information regarding the CCAA proceedings 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. Stakeholders are encouraged to review the Monitor’s website, including the Plan, for more information.

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 Meeting, 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 business 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.

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