Nevada Cannabis Operator Flower One Borrows $20 Million at LIBOR Plus 8% with Warrants

Flower One Announces Debt Financing of up to US$30 Million

TORONTO, July 2, 2019 /CNW/ – Flower One Holdings Inc. (the “Company”) (CSE: FONE) (OTCQX: FLOOF), today announced that it has entered into a debt financing agreement (the “Agreement”) with RB Loan Portfolio II, LLC for up to US$30,000,000.

With the completion and full planting of our flagship 400,000 square foot greenhouse, we are now in a continuous harvest cycle with our Nevada operations. This financing will principally support the acceleration of Flower One’s processing, finished goods, and high-volume packaging capabilities, leveraging our adjoining 55,000 square foot production facility to introduce and facilitate the Nevada product launches of our growing portfolio of Brand Partners.

Geoff Miachika, Chief Financial Officer

The Agreement is for a two-year term at a rate of LIBOR plus 8% with interest only payments for the term of the agreement.  The Company has the ability to extend the term for a further 6 months and to pre-pay the outstanding debt at any time during the term, subject to a pre-payment penalty.  As part of the agreement, RB Loan Portfolio II, LLC and certain assignees will receive, with respect to each advance, a 25%-warrant coverage (the “Warrants”) with the warrants having a term of 30 months.  With respect to each advance, the Company will issue the Warrants at an exercise price equal to the greater of (A) the 20-day volume weighted average price (VWAP) of the Common shares of the Company (the “Common Shares”) on the Canadian Securities Exchange from the date of such advance, multiplied by 1.2 with respect to half of such Warrants and 1.4 with respect to the other half; and (B) the closing market price of the Common Shares on the trading day immediately prior to the announcement of such advance.

The Company has done an initial advance of US$20,000,000 and issued 1,139,757 warrants with a strike price of CAD$3.46 and 1,139,757 warrants with a strike price of CAD$4.03.

The Company will use the proceeds from the advance to further invest in its 400,000 square foot greenhouse and for general working capital and operational purposes.

About Flower One Holdings Inc.

Flower One is the largest cannabis cultivator, producer and full-service brand fulfilment partner in the highly lucrative Nevada market. Flower One’s fully operational flagship 400,000 square foot greenhouse and 55,000 square foot processing and custom packaging facility is used for cannabis cultivation, processing, production and high-volume custom packaging of dry flower, pre-rolls, cannabis oils, distillates, concentrates, edibles, topicals and infused products. Operating under continuous harvest, Flower One is capable of producing 140,000 pounds (62,500 kilograms) of dry flower per year, housing over 80,000 plants per crop cycle across eight flower zones. The Company also owns and operates a 25,000 square-foot indoor cultivation and production facility in North Las Vegas, with nine grow rooms, and owns the established NLV Organics consumer brand of cannabis products.

Leveraging its scale and more than 20 years of greenhouse operational excellence, Flower One offers consistent, reliable, high-volume, and just-in-time fulfilment to a growing number of established cannabis brands, including Flyte Concentrates, Rapid-Dose Therapeutics’ Quick Strip, Old Pal, Palms, HUXTON, CannAmerica Brands, Grenco Science (G Pen), and The Medicine Cabinet. The Company is fully-licensed for medical marijuana cultivation and production, as well as recreational marijuana cultivation and production in the state of Nevada.

The 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.

Original press release

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