Flower One Announces Acquisition of NLV Organics, an Operating Nevada Cultivator and Producer

Flower One Holdings Inc. (CSE:FONE) (“Flower One” or the “Company”) is pleased to announce it has entered into agreements with NLV Organics, Inc. and related parties (“NLVO”), to purchase a 100% interest in a property in North Las Vegas, Nevada, and all of the business’ tangible and intangible assets. The acquisition of NLVO’s assets also brings to Flower One a team of experienced cultivators and producers and therefore immediate understanding of post-harvest production techniques and supply relationships to over 30 operating dispensaries in the state.

NLVO is a fully operational 25,000 square foot cultivation and production facility located in the City of North Las Vegas. It is fully licensed to grow and process cannabis for both the medical and recreational markets in Nevada. NLVO has nine grow rooms capable of cultivating a total of 4,500 plants per cycle.

“This transaction is more than an acquisition, it is a true partnership that strengthens Flower One’s business model and our ability to tightly execute market entry in Nevada,” said Flower One’s President and CEO, Ken Villazor. “We have worked closely with NLVO’s founders and management for several months. The collaboration and knowledge transfer between our organizations has been exceptional and, for Flower One, has validated how accretive this acquisition will be for our company and our shareholders.”

“We are excited to join the Flower One team,” states Salpy Boyajian, President and CEO of NLVO. “The scale and sophistication of the Flower One operation coupled with our expertise and domain knowledge is certain to immediately position us as the number one cultivator and producer in the State of Nevada.”

The acquisition of NLVO will bring a number of key assets and strategic opportunities that will accelerate the execution of the Company’s overall business plan, including:

1. Expanding the Company’s license portfolio from four licenses to nine with the addition of medical marijuana cultivation and production licenses, recreational marijuana cultivation and production licenses, and a pending distribution license.
2. Bringing certainty and immediacy to its ability to access a diverse inventory of genetics and more than 50 strains (as previously announced).
3. Supplying plant material to strategically support the cultivation of more than 80,000 plants per crop cycle at Flower One’s 455,000 square foot flagship cultivation and production facility (as previously announced).
4. Providing immediate access to a well-branded cannabis product line that includes packaged flower, oils, concentrates and various cannabis-infused products including premium disposable vape pens, topicals and lip balms which are sold in more than 50% of Nevada’s dispensaries.
5. Allowing the Company to beta test a variety of specialized post-harvest and processing equipment at NLVO’s existing, fully canopied indoor cultivation facility.
6. Providing additional staff and domain knowledge in extraction and processing deemed essential to support the scale-up of Flower One’s in-house product development and to support the Nevada market entry of third-party brands through licensing and contract manufacturing agreements.

As consideration for the purchase of the NLVO property and business, Flower One, through its wholly owned subsidiaries, will pay NLVO a total consideration of US$27,200,000 consisting of cash of US$4,635,650, a vendor note of US$14,564,350 and 4,000,000 Common shares of Flower One at a price of US$2.00 per Common share, valued at US$8,000,000.

The purchased assets will include a 100% interest in a property in North Las Vegas, Nevada, and all of the business’ tangible and intangible assets, including, the business name(s), product brands, inventory, biological assets, five Nevada cannabis licenses, intellectual property and assignable supply contracts associated with the current business of NLVO.

The acquisition of the NVLO business and property is subject approvals including, but not limited to, approval by the Canadian Securities Exchange, the shareholders of NLVO, and approvals from the State of Nevada and City of North Las Vegas. The transaction is expected to close prior to the end of the year.

About Flower One Holdings Inc. (CSE: FONE)

Home to the largest commercial scale greenhouse in the State of Nevada, Flower One aims to leverage the industry’s leading agricultural technologies, utilizing innovative growing and sustainability practices to cultivate high-quality cannabis at scale for Nevada’s growing cannabis market. The Company is licensed for medical marijuana cultivation and production, and recreational marijuana cultivation and production in the state of Nevada. Once canopied, targeted Q1 2019, the 455,000 square foot facility will be used for cannabis cultivation as well as the processing, production and high-volume packaging of dry flower, cannabis oils, concentrates and infused products.

Sustainably-cultivated cannabis at scale to meet Nevada’s growing demand, Flower One is ready to grow for you.

Informational Purposes Only

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Flower One’s securities to, or for the account or benefit of, persons in any jurisdiction.

Cautionary Note regarding Forward Looking Information

Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Flower One’s public documents. When used in this news release, words such as “will, could, plan, estimate, expect, intend, may, potential, believe, should,” and similar expressions, are forward- looking statements.

Forward-looking statements may include, without limitation, statements relating to the execution of the Company’s strategy; new opportunities; future scale and quality of cannabis growth; potential closing of the acquisition referred to herein and the Company’s ability to access a diverse inventory of genetics and strains, support the onboarding of 80,000 plants into the Company’s 455,000 square foot facility, to provide immediate access to a well-branded cannabis product line, to test a variety of specialized post-harvest and processing equipment, to provide additional staff and domain knowledge in extraction and processing to support product development and market entry of third-party brands through licensing and other agreements; future use of the 455,000 square foot facility; the ability of the Company to meet its targets with respect to the development of such facility; the Company’s ability to retain experienced cultivators and producers; as well as the profitability of the cannabis market in the United States.

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 US 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.

There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.

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 any intention or obligation to update or revise such information, except as required by applicable law.