Mr. Kellen O'Keefe reports

FLOWER ONE ISSUES COMMON SHARES IN SATISFACTION OF INTEREST PAYMENT UNDER ITS CONVERTIBLE DEBENTURES

In accordance with the terms of the indentures entered into in March, 2019, and November, 2019, between Flower One Holdings Inc. and Odyssey Trust Company, as amended, in respect of its unsecured convertible debentures due Jan. 31, 2024, it has elected to issue common shares in the capital of the company to debenture holders in satisfaction of interest in the amount of $509,652 and $111,312 due and payable on June 30, 2022, on the March, 2019, and the November, 2019, debentures, respectively.

In accordance with the terms of the indentures, the issue price of the common shares will be based on the volume-weighted average trading price per common share for the 20 consecutive trading days on the Canadian Securities Exchange ending on June 9, 2022. The common shares shall be issued to the registered holders of the debentures appearing on the registers of the trustee at the close of business on May 30, 2022, being the last business day of the month preceding the applicable interest payment date. No fractional common shares will be issued in satisfaction of the interest payment. The common shares issuable in satisfaction of interest payable under the debentures will not be subject to any hold period resale restrictions under Canadian securities laws. Any common shares issued to a holder of the debentures in the United States will be restricted securities under the U.S. Securities Act of 1933, as amended.

The issuance of the common shares in lieu of cash is subject to the terms and conditions of the indentures as well as the receipt of all requisite approvals, including, without limitation, the approval of the CSE.

About Flower One Holdings Inc.

Flower One is the largest cannabis cultivator, producer and full-service brand fulfilment 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 fulfilment 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: prerolls, 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 making high-quality cannabis accessible to all.

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.

We seek Safe Harbor.