Organic Flower Sets Record Date for Final AgraFlora Distribution, Announces 7-for-1 Share Consolidation and Acquisition of Bendu Capital - Seite 2

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The Company will withhold common shares of AgraFlora equal to 25% of the fair market value of the common shares of AgraFlora on the Distribution Date to satisfy the Non-Canadian Resident Shareholders’ Canadian tax withholding obligation.   In order to have the withholding tax rate reduced pursuant to one of Canada’s bilateral tax treaties, the non-Canadian resident shareholder must complete and mail back to the Company a form NR301.  Failure to do so will result in the Company withholding at the statutory 25% withholding tax rate. The form may be downloaded at https://www.canada.ca/en/revenue-agency/services/forms-publications/fo ....  Non-Canadian resident shareholders who hold their shares through a broker should contact their broker directly.  They do no need to return a form to the Company.  All non-Canadian Resident shareholders are urged to consult their own tax advisors with respect to this matter.

Furthermore, the Company announces that it entered into a definitive agreement on May 24, 2020, (the “Agreement”) to acquire all of the issued and outstanding shares of privately-held Bendu Capital Limited (“Bendu”) a non-arm’s length party to the Company, to be effected by way of a three-cornered amalgamation between Organic Flower, Bendu and a wholly-owned subsidiary of Organic Flower (the “Transaction”). The Transaction is valued at 75,850,000 pre-Consolidation Shares of Organic Flower, giving the Transaction an approximate dollar value of $3,034,000 as of the Company’s closing price on May 22, 2020.

Bendu is a financial services company that manages a portfolio of financial instruments and marketable securities with a focus on cannabis and wellness industries. The Transaction was unanimously approved by the Board of Directors for Organic Flower and the Board of Directors of Bendu. The shareholder of Bendu has also unanimously approved the terms of the Transaction. A copy of the Agreement will be filed by Organic Flower with the Canadian securities regulators and will be available for viewing on the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. A description of the Agreement will also be set forth in Organic Flower’s material change report to be filed on SEDAR.