The Flowr Corporation Announces Third Quarter 2022 Results

The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) (“

Flowr

” or the “

Company

”) announces its financial results for the period ended September 30, 2022. All financial information in this news release is reported in thousands of Canadian dollars and represents results from continuing operations, unless otherwise indicated.

Selected highlights and financial results:

In thousands of CAD dollars,		Three months ended						Nine months ended
(except loss per share and grams harvested)		September 30,						September 30,
		2022			2021			2022			2021
Grams harvested - K1		2,881,174			1,087,657			4,113,828			3,008,380
Grams sold		1,138,611			2,338,769			3,313,218			5,250,711
Gross revenue		2,170			3,564			9,337			10,585
Net revenue(1)		1,844			2,541			8,037			8,546
Cost of sales		2,962			7,276			8,125			16,802
Impairment of inventory		319			1			1,360			879
Gross loss before fair value adjustments		(1,437	)		(4,736	)		(1,448	)		(9,134	)
Selling and marketing and G&A		1,912			3,632			7,599			12,427
Share-based compensation		—			418			(321	)		(714	)
Impairment of assets		—			—			29			—
Loss from disposal of subsidiary		—			91			—			1,150
Net loss from continuing operations		(2,998	)		(9,189	)		(27,297	)		(18,545	)
Basic and diluted loss per share from continuing operations		(0.01	)		(0.02	)		(0.06	)		(0.07	)

Key Q3 events:

• On July 27, 2022, the Company completed the sale of its KRS research facility to Hawthorne Canada Limited for an aggregate purchase price of $15,900. The Company used the proceeds from the sale of this non-core asset to reduce the outstanding principal debt under its ATB led credit facility.

• On August 10, the Company announced a leadership transition and governance changes with the appointment of Darren Karasiuk to the role of CEO and Director and the additions of Stephen Arbib as Chairman and Marvin Singer to the Board of Directors.

• On August 11, the Company sold it’s Flowr Forest assets for $3,400 cash. The Company used $1,000 of the proceeds from the sale of this non-core asset to repay the outstanding balance of its ATB-led credit facility in full.

• On September 30, 2022, Joanne Lee resigned from the board of directors of the Company.

• As at September 30, 2022, the Company had insufficient cash on hand to fund its planned operations for the next 3 months. In addition, the Company was not successful in obtaining the necessary funding.

Subsequent events:

• On October 17, 2022 Stephen Arbib resigned from the board of directors of the Company.

• On October 20, 2022, the Company initiated proceedings under the Companies’ Creditors Arrangement Act (“CCAA”) and obtained an initial order (the “Initial Order”) from the Ontario Superior Court of Justice (Commercial List) (the “Court”) which included, among other things, a stay of proceedings, approval of a debtor-in-possession loan in the amount of $2,000,000 from 1000343100 Ontario Inc. (the “DIP Lender”), and the appointment of Ernst & Young Inc. as monitor (the “Monitor”).

• On October 28, 222, the Court issued an order authorizing and directing the Company to undertake a sale and investment solicitation process (the “SISP”). All bids under the SISP were due on November 25, 2022.

• On November 3, 2022, the Court authorized the Company to enter into a stalking horse purchase agreement (the “Stalking Horse Purchase Agreement”) between The Flowr Canada Holdings ULC, as vendor, The Flowr Group (Okanagan) Inc. and the DIP Lender, as purchaser.

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:[e-mail] 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. 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.

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.