FLWR The Flowr Corporation

The Flowr Corporation (“Flowr” or the “Company”) (TSXV: FLWR, OTC: FLWPF) announces that, further to its press release dated April 20, 2022, Flowr has closed the sale of its indirect wholly-owned subsidiary, Holigen Limited (“Holigen”) together with certain intercompany receivables pursuant to a share purchase agreement dated April 20, 2022 (the “Purchase Agreement”) with Akanda Corp. (NASDAQ: AKAN) (“Akanda”), Cannahealth Limited (the “Purchaser”), a wholly-owned subsidiary of Akanda , and Holigen Holdings Limited (“HHL”), the Company’s wholly-owned subsidiary (the “Sale Transaction”).

Pursuant to the Purchase Agreement, the Purchaser acquired from HHL all of issued and outstanding shares of Holigen, an indirect wholly-owned subsidiary of the Company, together with certain intercompany receivables for aggregate consideration for (i) approximately $3,750,000 in cash; (ii) 1,900,000 common shares in the capital of Akanda; (iii) the indirect assumption by Akanda of RPK’s indebtedness of approximately $5,100,000; and (iv) at least $834,000 of interim funding to Holigen. HHL indirectly owns all of the issued and outstanding shares of RPK Biopharma Unipessoal, Lda. (“RPK”), which owns and operates the E.U. GMP facility located in Sintra, Portugal, and the outdoor medical facility located in Aljustrel, Portugal.

Flowr also completed a concurrent private placement offering of 14,285,714 common shares to the Purchaser at a price of $0.07 per share for total proceeds of approximately $1,000,000. Flowr will use the gross proceeds from the private placement to fund expenses incurred by Holigen from the date of signing the Purchase Agreement until the closing date of the Sale Transaction.

About The Flowr Corporation

The Flowr Corporation is a cannabis company with operations in Canada. Its operating campus, located in Kelowna, BC, includes a purpose-built, GMP-designed indoor cultivation facility; an outdoor and greenhouse cultivation site; and a state-of-the-art R&D facility. From this campus, Flowr produces recreational and medicinal products. In 2020, Flowr’s BC Pink Kush was recognized as the top indica strain in Canada by KIND magazine.

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:

Tom FlowInterim Chief Executive Officer

CONTACT INFORMATION:

INVESTORS & MEDIA:John ChouChief Financial OfficerJohn.chou@flowr.ca 

Forward-Looking Information:Certain statements made in this press release may constitute “forward-looking information”, “future oriented financial information” or “financial outlooks” (collectively, “forward-looking information”) within the meaning of applicable securities laws. The forward-looking information are often, but not always, identified using words such as “seek”, “anticipate”, “plan”, “estimate”, “expect”, “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking information, readers should not place undue reliance on such information. The risks and uncertainties include, but are not limited to, whether the Purchaser and Holigen will be able to satisfy all conditions under the Purchase Agreement and whether the Company will be able to obtain regulatory and TSXV approval for the Transaction and the Private Placement. 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.

To the extent any forward-looking information in this press release constitutes “future oriented financial information” or “financial outlooks”, within the meaning of applicable securities laws, the purpose of such information being provided is to demonstrate the potential of the Company and readers are cautioned that this information may not be appropriate for any other purpose. However, 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 “Risk Factors” section of the Company’s 2020 Annual Information Form dated April 28, 2021 (the “AIF”). A copy of the AIF and the Company’s other publicly filed documents can be accessed under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. The Company cautions that the list of risk factors and uncertainties described in the AIF is not exhaustive and other factors could also adversely affect its results. 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.

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.