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

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. 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 with over 30 operating dispensaries in the State.

“The completion of the NLV Organics acquisition is timely and strategic for Flower One and reaffirms our focus on becoming the leading cannabis cultivator, producer and innovator in the highly lucrative Nevada market,” said Flower One’s President and CEO, Ken Villazor. “The combination of NLV Organics, as a fully licensed and fully operational cultivator and producer, and our ongoing conversion of the largest commercial scale greenhouse in Nevada, will give Flower One 480,000 square feet of cultivation, processing and high-volume packaging to support the needs of Nevada’scannabis retailers as well as those out-of-state cannabis brands looking to build important brand equity in this fast-growing market.”

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

About Flower One Holdings Inc.

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.  The Company expects the conversion of its 455,000 square foot greenhouse for cannabis cultivation and production will be completed in Q1 2019.  Once canopied, the 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; the Company’s ability to successfully complete the greenhouse conversion; the completion of the greenhouse conversion in Q1 2019, the 4,500 plants per cycle growing capacity of the NLVO grow rooms, the successful integration of NLVO with the Company’s business; and 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; the growth and profitability of the cannabis market in Nevada and elsewhere 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.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR THEIR REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

For further information: Investor Relations & Media, NATIONAL Equicom, 416.848.9835, ir@flowerone.com; Flower One Holdings Inc., Ken Villazor, President and CEO, 416.913.9642, kvillazor@flowerone.com