FLWR The Flowr Corporation

The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) (“Flowr” or the “Company”) announces today that the Company and its subsidiaries, The Flowr Group (Okanagan) Inc. (“Flowr Okanagan”), The Flowr Canada Holdings ULC (“Flowr ULC”) and Terrace Global Inc. (“Terrace” and collectively with the Company, Flowr Okanagan and Flowr ULC, the “Flowr Group”) will make an application for an order for creditor protection (the “Initial Order”) from the Ontario Superior Court of Justice (Commercial List)(the “Court”) under the Companies’ Creditors Arrangement Act (the “CCAA”). The Company will be making its application to Court for the Initial Order on October 20, 2022.

After careful consideration of all available alternatives following thorough consultation with legal and financial advisors, the directors of the Company have determined that it is in the best interests of the Flowr Group to file an application for creditor protection under the CCAA.

The Initial Order being sought would include, among other things: (i) a stay of proceedings in favour of the Flowr Group; (ii) approval of the DIP Loan (as described below); and (iii) the appointment of Ernst & Young Inc. as monitor of the Flowr Group (in such capacity, the “Monitor”). The Flowr Group is seeking creditor protection under the CCAA in order to receive a stay of proceedings that will allow the Flowr Group to conduct a sale and investment solicitation process (“SISP”) and facilitate a transaction that sees the company emerge from CCAA protection as a going concern.

If the Initial Order is granted, the Company intends to operate in the ordinary course throughout the CCAA proceedings and while conducting the SISP. Management of the Company would remain responsible for the day-to-day operations of the Company, under the general oversight of the Monitor.

In order to fund the CCAA proceedings, the SISP and other short -term working capital requirements, the Flowr Group has executed a term sheet with 1000343100 Ontario Inc., (the “DIP Lender”), pursuant to which the DIP Lender will advance a debtor-in-possession loan in the amount of $2,000,000 (the “DIP Loan”). The DIP Loan is conditional on, among other things, the issuance of the Initial Order.

The Company’s common shares will be transferred to the NEX Board of TSX Venture Exchange (the “TSXV”) where trading will be suspended.   If the Initial Order is granted, the Company will be authorized by the Court to incur no further expenses in relation to filing of continuous disclosure documents, including press releases.

About The Flowr Corporation

The Flowr Corporation is a Canadian cannabis company with its operating campus, located in Kelowna, British Columbia. Flowr aims to support improving outcomes through responsible cannabis use and, as an established expert in cannabis cultivation, strives to be the brand of choice for consumers and patients seeking the highest-quality craftsmanship and product consistency across a portfolio of differentiated cannabis products.  

For more information, please visit flowrcorp.com or follow Flowr on Twitter: @FlowrCanada and LinkedIn: The Flowr Corporation.

On behalf of The Flowr Corporation:

Darren KarasiukChief Executive Officer

CONTACT INFORMATION:

INVESTORS & MEDIA:investors@flowrcorp.com Phone Number: 250-277-2539

Forward-Looking Information:

Certain statements made in this press release may constitute “forward-looking information” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information may relate to anticipated events or results including but not limited to: (i) obtaining the Initial Order from the Court; (ii) the outcome of the CCAA proceedings and/or any related restructuring proceedings; (iii) the ability of the Company to secure the DIP Loan and any additional financings as part of the CCAA process or otherwise; and (iv) the transfer of the common shares of the Company to the NEX Board of the TSXV and the suspending of trading thereof. Forward-looking information is current as of the date it is made and is based on reasonable estimates and assumptions made by us at the relevant time in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate and reasonable in the circumstances.   We do not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. There can be no assurance that such estimates and assumptions will prove to be correct. Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking information as discussed in the Company’s other publicly filed documents, which can be accessed under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com, Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. In addition, there is no assurance that there will be any residual value for shareholders under the CCAA process, nor can be no assurance that the CCAA proceedings will result in the maximization of the return in respect of the Company’s assets and those of its subsidiaries.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.