Flower One Reports Fourth Quarter and Year End 2020 Results

LAS VEGAS & TORONTO–(BUSINESS WIRE)–Flower One Holdings Inc. (“Flower One” or the “Company”) (CSE: FONE) (OTCQX: FLOOF) (FSE: F11), the leading cannabis cultivator and producer in Nevada, today reported its financial and operating results for the fourth quarter and fiscal year ended December 31, 2020. All amounts are in U.S. dollars unless indicated otherwise.

“2020 was a transformational year during which we began to make a number of the operational improvements that positioned us for success going into 2021. While we have made tremendous strides over the past year, we recognize the hard work that lies ahead of us and are very excited for the future of Flower One,” said Kellen O’Keefe, Flower One’s President & Interim CEO.

Full Year and Fourth Quarter 2020 Highlights:

• FY-2020 revenue was $34.2M, representing sequential year-over-year growth of 260% as compared to FY-2019;
• Q4 2020 revenue was $9.6M, representing quarterly growth of 66% as compared to Q4 2019;
• The Company successfully launched Cookies and 22Red products into the Nevada market;
• Brand partners Cookies, Old Pal, Kiva and the Company’s in-house brand, NLVO, were recognized throughout the year as the top selling brands in their respective product categories, and
• The Company added Nitin Kaushal and Salpy Boyajian to its Board of Directors.

Highlights Subsequent to Year-End:

• Q1 2021 Guidance: The Company announced its first quarter 2021 preliminary unaudited revenue guidance of more than $13.5M, surpassing the Company’s previous record quarter of $11.5M in the third quarter of 2020. The Company expects to announce the results of its first quarter 2021 on or before July 5, 2021.
• Completion of Restructuring Transaction: The Company announced on April 14, 2021 the approval of its convertible debenture resolutions and corresponding debenture amendments (the “Debentures”). As a result of the approved amendments, the Company has exercised its right (the “New Conversion Right”) to convert 60% of the principal amount of the Debentures for units comprised of one common share and ⅚ of a warrant (each, a “Unit”), resulting in the total principal amount of the 9.5% unsecured debentures due March 28, 2022 being reduced from CAD$42,471,000 to CAD$16,988,400; and, the total principal amount of the 9.5% unsecured convertible debentures due November 15, 2022 being reduced from CAD$9,276,000 to CAD$3,710,400.
• Updates to Executive Team and Board of Directors: Salpy Boyajian was appointed to Executive Vice President and Kellen O’Keefe was appointed to President and Interim CEO, and joined the Board of Directors along with Mitchell Kahn and Eliza Gairard, further advancing the Company’s corporate governance.

The Company’s 2020 year-end audited financial statements and accompanying management’s discussion and analysis will be issued and filed on SEDAR at www.sedar.com on June 11, 2021 and available on Flower One’s website at www.flowerone.com/investors/financial-reports, along with its 2020 annual report.

Fourth Bi-Weekly Status Report in Relation to Annual Filings:

The Company is providing its fourth bi-weekly status update, 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 confirms that (i) there has been no material change to the information relating to the company’s delay in making the Annual Filings since its news release on May 28, 2021 that has not been generally disclosed; (ii) 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; (iii) there has not been any other specified default by the Company under NP 12-203; and (iv) there is no other material information concerning the affairs of the Company that has not been generally disclosed.

As a result of the delay in filing the Annual Filings, the Company also announced on May 28, 2021 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”), would 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 July 5, 2021, instead of on or before June 16, 2021 as previously announced on May 28, 2021. The MCTO will stay in effect until the Company is up to date with all of its continuous disclosure filings, which include the Annual Filings and Interim Filings. During the remainder of 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.

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, timing of filing the annual financial statements for the year ended December 31, 2020 and accompanying management’s discussion and analysis on SEDAR; timing of filing the unaudited Q1 interim consolidated financial statements and accompanying management’s discussion and analysis on SEDAR; the exercise of the Company’s New Conversion Right; the timing of the removal of the MCTO; and reduction of total principal under the unsecured convertible debentures; statements relating to the Company’s position as a leader in the Nevada cannabis market and anticipated sales and record revenue, the Company’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 and the “Cautionary Statement regarding Forward-Looking Information” section contained the Company’s management’s discussion and analysis for the twelve and three months ended December 31, 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 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.