PAURIC DUFFY AND PETER COMERFORD ANNOUNCE CONVERSION OF PREFERRED SHARES OF THE FLOWR CORPORATION - Seite 3

Standstill

Until the first business day on which PD and his affiliates collectively beneficially own Shares (including other equity rights convertible into shares or equity interests of Flowr) representing less than 5% of the then issued and outstanding Common Shares (on a partially diluted basis), PD and his affiliates will not, directly or indirectly, without the prior written consent or waiver by Flowr: (i) acquire, or agree to acquire, or make any proposal to acquire, directly or indirectly, by means of purchase, merger, consolidation, take-over bid, exchange offer, tender offer, business combination, arrangement, amalgamation or in any other manner, whether in one transaction or a series of transactions, any securities or assets of Flowr or any of its subsidiaries, other than conversion of Preferred Shares into Common Shares through the process set out in the Conversion Agreement; or (ii) undertake certain additional actions that may affect control of or which are hostile to Flowr (including, among others as set out in the Governance Agreement, initiating any shareholder proposals or soliciting proxies, commencing any take-over bid or similar transaction; acting alone or in concert with others to control Flowr or any of its subsidiaries, assisting with the foregoing or announcing any intention with respect to the foregoing).

Voting

Subject to compliance with applicable laws, in the event that the holders of Preferred Shares are entitled to vote as a separate class on a shareholder proposal, PD has agreed to vote any Preferred Shares (and use commercially reasonable efforts to cause all of the Preferred Shares owned or beneficially owned by PD or any of his affiliates or over which PD or any of his affiliates has voting control or the power to direct voting control), to be voted in accordance with a recommendation of the Flowr Board.

Flowr’s head office is located at 60 Adelaide Street East, Suite 1000, Toronto, Ontario, M5C 3E4. A copy of the early warning reports with respect to the foregoing will appear on Flowr’s profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com. A copy of the early warning report with respect to PD may be obtained by contacting PD at [phone]. A copy of the early warning report with respect to PC may be obtained by contacting PC at [phone].

Pauric Duffy

Lara Buildings, Level 1 Guzeppi Calleja Street Iklin IKL 1264
Malta

Peter Comerford

Lara Buildings, Level 1 Guzeppi Calleja Street Iklin IKL 1264
Malta