Flower One Files Preliminary Base Shelf Prospectus

Shelf Prospectus brings financing flexibility as the Company explores expansion beyond Nevada

TORONTO, Sept. 30, 2019 /CNW/ - Flower One Holdings Inc. ("Flower One" or the "Company") (CSE: FONE) (OTCQX: FLOOF) today announced that it has filed a preliminary short form base shelf prospectus (the "Shelf Prospectus") with the securities regulatory authorities in each of the provinces of Canada except for the Province of Québec. A copy of the Shelf Prospectus can be found on the Company's issuer profile on SEDAR at www.sedar.com.

The Shelf Prospectus will allow the Company to offer up to US$250 million of common shares, debt securities, subscription receipts, units, warrants, or any combination thereof, from time to time during the 25-month period after the applicable Canadian securities regulatory authorities have issued a receipt for the final prospectus. Should the Company decide to offer securities during this period, the specific terms, including the use of proceeds from any such offering, will be set forth in a prospectus supplement related to the Shelf Prospectus, which will be filed with the applicable Canadian securities regulatory authorities.

"We are proceeding with a Shelf Prospectus, as it will provide us with further access to capital as needed and the flexibility to capitalize on strategic expansion opportunities," said Ken Villazor, President and Chief Executive Officer of Flower One. "From the beginning, we pursued a highly-differentiated and disciplined approach to building our business in the U.S. cannabis space by focussing initially on a single state market and going deep in that market to demonstrate to our shareholders that we can execute at scale with efficiency, and with industry-leading timelines."

Mr. Villazor added: "In June, we announced the inaugural harvest at our 400,000 square-foot, high-tech greenhouse, which is the largest commercial-scale greenhouse in the state of Nevada. Earlier this month, we announced the commercial launch of our technologically advanced extraction and production lab, which, along with post-harvest systems, occupies a 55,000 square-foot facility which is adjacent and interconnected with our greenhouse. Both of these announcements essentially represent the successful completion and successful build-out of the Company's Nevada cultivation, processing, and production verticals. Our executional success to date in the Nevada market, which is one of the strongest cannabis markets in the United States, has allowed us to now begin looking further afield and explore where we may expand the Flower One model and commercial footprint in the United States."

The Company is also considering the use of the Shelf Prospectus to allow for an "at-the-market distribution" in accordance with applicable securities laws.  An at-the-market distribution provides for securities to be sold by registered dealers on behalf of the Company into the trading market at the prevailing market price. Currently, the Company has not entered into any agreements for an at-the-market distribution.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualifications under the securities laws of any such jurisdiction.

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. Flower One's flagship 400,000 square-foot greenhouse and 55,000 square-foot production facility is used for large scale cannabis cultivation, processing, and manufacturing. Flower One also owns and operates a 25,000 square-feet of indoor cultivation and a commercial kitchen that will produce several of the nation's top-performing edible and beverage brands. Flower One produces a wide range of products ranging from wholesale flower, full-spectrum oils, and distillates to finished consumer packaged goods including flower, pre-rolls, concentrates, edibles, beverages, and topicals for the top-performing brands in cannabis.

The Company's common shares are traded on the Canadian Securities Exchange under the Company's symbol "FONE" and in the United States on the OTCQX Best Market under the symbol "FLOOF".  For more information, visit: https://flowerone.com.   

Forward-Looking Statements

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, statements relating to the Company's ability to close any offering of securities in connection with the filing of the Shelf Prospectus, to gain access to further capital, or to expand its business in the United States; the Company's leadership as a cannabis cultivator, producer and full-service brand fulfillment partner; the Company's ability to offer consistent, reliable and scalable fulfilment to its brand partners; and the production of the nation's top-performing edibles and beverage brands.

The Company is indirectly involved 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. Local state laws where Cana Nevada Corp. operates permit such activities; however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's Shelf Prospectus dated September 27, 2019 filed on its issuer profile on SEDAR at www.sedar.com.

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 in the Shelf Prospectus. 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 Company's Shelf Prospectus.

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, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects that are engaged in activities currently considered illegal under United States federal law; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change.

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 Holdings 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.

SOURCE Flower One Holdings Inc.

For Flower One inquiries please contact: Flower One Holdings Inc., Kellen O'Keefe, Chief Strategy Officer, 416.913.9642, [email protected]; Flower One investor relations inquiries: NATIONAL Capital Markets, 416.848.9835, [email protected]; Flower One media inquiries: United States: Roxana Lissa, 310.432.0020, [email protected]; Canada: Natalie Martin, 604.738.2220, [email protected]