Mr. Kellen O'Keefe reports

FLOWER ONE CLOSES CANADIAN RESTRUCTURING TRANSACTION AND IMPLEMENTS PLAN UNDER THE COMPANIES' CREDITORS ARRANGEMENT ACT (CANADA)

Flower One Holdings Inc.'s Canadian parent company, together with its Canadian subsidiaries Flower One Corp. and FO Labour Management Ltd., has: (i) implemented its previously announced plan of compromise, arrangement and reorganization presented to affected creditors pursuant to the Companies' Creditors Arrangement Act (Canada) and a meeting order of the Supreme Court of British Columbia granted on Nov. 25, 2022, which plan was approved by the requisite majorities of affected creditors at a meeting on Dec. 19, 2022, and sanctioned by the Canadian court on Dec. 21, 2022; and (ii) closed 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 by no later than Jan. 13, 2023. To the extent any affected creditor does not receive a distribution by Jan. 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 has been suspended, and Flower One is expected to be delisted from applicable stock exchanges.

Additionally, there is a related U.S. restructuring plan that was also executed, but it is subject to Nevada's Cannabis Compliance Board (the CCB) approval.

We seek Safe Harbor.