Flower A single Secures US$39 Million Time period Financial loan Like an Possibility to Enter a Sale-Leaseback Invest in Settlement for its Flagship Nevada Facility

Transaction provides strategic partnership with cannabis industry serious estate leader, Subversive True Estate Acquisition REIT LP

TORONTO, Oct. 7, 2020 /CNW/ – Flower One particular Holdings Inc. (“Flower One” or the “Company”) (CSE: FONE) (OTCQX: FLOOF) (FSE: F11) currently introduced that the Enterprise has entered into a expression debt personal loan arrangement (the “Financial loan Agreement”) for US$39 million with Subversive Real Estate Acquisition REIT LP (“Subversive REIT”). As component of the Mortgage Arrangement, Flower One particular granted Subversive REIT a two-12 months option to pursue a sale-leaseback transaction (the “Sale-Leaseback Choice”) to purchase Flower One’s 455,000 square-foot hashish cultivation and generation facility in North Las Vegas, Nevada for up to US$80 million, and subsequently lease it back to the Company.

Flower One Holdings (CNW Team/Flower Just one Holdings Inc.)

“Subversive REIT is positioned to be a chief in the U.S. hashish genuine estate marketplace,” said Ken Villazor, President and Chief Executive Officer of Flower One. “We are energized to have this prospect to establish a strategic partnership with these types of a deeply linked and extremely-well-informed cannabis genuine estate spouse that is poised to profit Flower One equally in the near- and long-expression as we go on to boost our operations in Nevada.”

Also commenting on the transaction, Richard Acosta, Main Govt Officer and Director of the Common Partner of Subversive REIT, stated “Subversive REIT was launched with a mandate to deliver real estate funds solutions to major U.S. hashish operators. Moving into into a bank loan agreement and possible sale-leaseback with Flower One fulfills this mission and then some. The condition of Nevada and Las Vegas specially, are important markets for cannabis makes, and Flower A single operates the dominant hashish cultivation and creation asset in the point out, generating this expense an great option for Subversive REIT while supporting Flower One’s ongoing development.”

The Financial loan Arrangement is for a seven-year fascination-only loan at a rate of 10.5% for the term of the mortgage. Proceeds of the financial loan will be utilised to exchange an present US$30 million phrase loan that would have been thanks in June 2021, as effectively as to fund normal corporate functions and other Corporation debt obligations. The transaction is anticipated to near prior to Oct 30, 2020 and is topic to customary closing situations.

The Sale-Leaseback Selection is structured as a sale-leaseback with a 20-yr term and two 10-12 months extension possibilities. The value of the transaction is predicted to be concerning US$70 million and US$80 million dependent on the Firm conference sure fiscal overall performance thresholds in just the two-12 months alternative period of time. The proceeds from the sale would very first be employed to repay the US$39 million phrase mortgage. If agreed upon, both equally get-togethers can also pick to execute on the sale-leaseback following one yr for a least transaction value of US$70 million.

The Sale-Leaseback Solution will also need the Firm to challenge warrants equal to 10% of the transaction rate upon executing the sale-leaseback. Each individual Warrant will entitle Subversive REIT to get just one Common Share in the funds of the Corporation at an training rate of 125% of the closing investing price of the Typical Shares on the CSE on the trading day promptly previous the closing of the sale-leaseback, but no fewer than CDN$.61 within just 5 many years of executing the sale-leaseback, subject matter to adjustments in particular customary functions. The Warrants will offer for customary anti-dilution changes to defend their economic value, which includes corporate steps of the Enterprise this kind of as share splits or consolidations, reclassifications, non-dollars distributions, and business enterprise combination transactions.

No securities regulatory authority has possibly authorized or disapproved of the contents of this push release. The Warrants have not been nor will they be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any point out securities rules. Appropriately, the securities described herein could not be provided or marketed inside the “United States” or to or for the account or reward of a individual in the “United States” or a “U.S. particular person” (as this kind of phrases are outlined in Regulation S underneath the U.S. Securities Act) unless registered below the U.S. Securities Act and applicable state securities rules or pursuant to exemptions from the registration specifications of the U.S. Securities Act and applicable condition securities guidelines. This news release does not constitute an provide to offer or a solicitation of an present to invest in any securities of Flower A single in any jurisdiction in which these kinds of provide, solicitation, or sale would be illegal.

About Flower One particular Holdings Inc.

Flower 1 is the most significant hashish cultivator, producer, and complete-company brand fulfillment partner in the condition of Nevada. By combining more than 20 many years of greenhouse operational excellence with best-in-class hashish operators, Flower A person provides reliable, trustworthy, and scalable achievement to a growing variety of field-primary hashish manufacturers. Flower One’s flagship 400,000 sq.-foot greenhouse and 55,000 square-foot output facility is applied for massive scale cannabis cultivation, processing, and production. Flower A single also operates a 2nd facility in North Las Vegas with 25,000 square-feet of indoor cultivation and creation capability. Flower 1 creates a wide variety of merchandise ranging from wholesale flower, full-spectrum oils, and distillates to concluded customer packaged merchandise which include flower, pre-rolls, concentrates, edibles, and topicals for the top-accomplishing brands in cannabis. The Company’s common shares are traded on the Canadian Securities Exchange beneath the Company’s symbol “FONE”, in the United States on the OTCQX Finest Market place underneath the symbol “FLOOF” and on the Frankfurt Inventory Trade beneath the image “F11”. For extra information and facts, check out: https://flowerone.com.

Forward-Wanting Statements

Statements in this push release that are not statements of historic or present truth constitute “ahead-looking information” within just the which means of Canadian securities legal guidelines and “forward-seeking statements” within the this means of United States securities guidelines (collectively, “forward-seeking statements”). This sort of forward-wanting statements include recognised and unidentified dangers, uncertainties, and other not known things that could lead to the real success of the Corporation to be materially different from historic effects or from any long term precise outcomes expressed or implied by this kind of ahead-seeking statements. In addition to statements which explicitly explain such threats and uncertainties, visitors are urged to take into consideration statements labeled with the conditions “thinks,” “perception,” “expects,” “intends,” “anticipates,” “potential,” “should,” “could,” “will,” “strategies,” “continue” or other related expressions to be unsure and forward-on the lookout.

Ahead-hunting statements may perhaps consist of, without limitation, statements relating to the Firm’s means to near the transactions contemplated less than the Financial loan Agreement or the Sale-Leaseback Solution the Nevada market the Company’s leadership as a hashish cultivator, producer, innovator and comprehensive-support brand name fulfillment partner the Firm’s potential to offer regular, responsible and scalable fulfilment to a increasing amount of sector-top manufacturer partners and the manufacturing of a huge array of products for the nation’s best-undertaking models.

The Firm is indirectly concerned in the manufacture, possession, use, sale and distribution of cannabis in the recreational and medicinal cannabis marketplaces in the United States through its subsidiary Cana Nevada Corp. Community point out regulations where Cana Nevada Corp. operates allow these types of pursuits on the other hand, these actions are at the moment unlawful below United States federal law. Further information and facts relating to this and other threats and uncertainties relating to the Firm’s business are contained underneath the heading “Threat Factors” in the Company’s Once-a-year Information Form dated June 23, 2020 (the “Annual Info Kind”) filed on its issuer profile on SEDAR at www.sedar.com.

The forward-on the lookout statements contained in this push release are expressly certified in their entirety by this cautionary assertion, the “Cautionary Assertion pertaining to Ahead-Hunting Data” portion contained in the Yearly Info Kind. All forward-wanting statements in this press release are created as of the date of this press release. The ahead-wanting statements contained herein are also issue normally to assumptions and risks and uncertainties that are explained from time to time in the Firm’s public securities filings with the Canadian securities commissions, including the Company’s Annual Information and facts Sort.

Although Flower A person has attempted to recognize vital factors that could induce precise final results, general performance or achievements to differ materially from these contained in the ahead-looking statements, there can be other elements that lead to outcomes, effectiveness or achievements not to be as anticipated, approximated or supposed, together with, but not constrained to: dependence on acquiring regulatory approvals investing in goal firms or projects that are engaged in routines currently regarded as unlawful beneath United States federal regulation adjustments in laws limited running history reliance on administration demands for supplemental funding competitiveness hindering sector development and point out adoption owing to inconsistent community impression and perception of the professional medical-use and adult-use marijuana sector and regulatory or political modify.

Appropriately, audience should not place undue reliance on ahead-searching statements. The forward-looking statements in this information release are created as of the date of this release. Flower 1 Holdings disclaims and does not undertake any intention or obligation to update or revise any these kinds of forward-looking statements, whether as a outcome of new facts, potential gatherings or normally, besides as needed by applicable law.

NEITHER THE CANADIAN SECURITIES Exchange NOR THEIR Laws Expert services Supplier HAVE REVIEWED OR Take Accountability FOR THE ADEQUACY OR Accuracy OF THIS Launch.

Supply Flower A person Holdings Inc.

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