Organic Flower Sets Record Date for Final AgraFlora Distribution, Announces 7-for-1 Share Consolidation and Acquisition of Bendu Capital - Seite 3

Organic Flower has also granted stock options to acquire a total of 39,537,222 pre-Consolidated Shares of the Company to certain Officers, Directors and Consultants of the Company. The options are exercisable at a price of $0.05 per Share and expire five years from the date of grant.

The Company has also entered into debt settlement agreements (“Settlement Agreements”) to settle outstanding cash payments owed to three creditors for $500,000, for a loan payable and past management consulting services. A total of $159,325 of the debt is owed to two insiders of the Company for management fees (the “Insider Debt”). The disinterested directors of the Company have approved the Settlement Agreements with each of the insiders. Pursuant to the Settlement Agreements, the Company will be issue an aggregate of 7,142,857 pre-Consolidation Shares to the creditors at a deemed price of $0.07 per Share.

All securities issued pursuant to the Settlement Agreements will be subject to a statutory hold period of four months plus a day from issuance in accordance with applicable securities laws.

The Insider Debt settlement is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI 61-101") by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company to be issued to the Insiders does not exceed 25% of its market capitalization.

ABOUT ORGANIC FLOWER INVESTMENTS

Organic Flower is an investment company, that specializes in investing into private and public companies engaged in a variety of industries, with a focus in the bio-medical, pharmaceutical, and naturopathic sectors, which may include medical or recreational cannabis. In particular, the investment mandate is focused on high return investment opportunities, the ability to achieve a reasonable rate of capital appreciation and to seek liquidity in our investments

ON BEHALF OF THE ORGANIC FLOWER INVESTMENTS GROUP INC. BOARD OF DIRECTORS

“Joel Dumaresq”

Joel Dumaresq
CEO, Director
[phone]
[e-mail]

Learn more about Organic Flower by visiting our website at: https://sowcannabis.ca/

THE CSE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.

Notice Regarding Forward Looking Information:

This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or information that certain events or conditions "may" or "will" occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: political changes in Canada and internationally, future legislative and regulatory developments involving cannabis in Canada and internationally, AgraFlora’s ability to secure distribution channels in international jurisdictions, competition and other risks affecting AgraFlora in particular and the cannabis industry generally. Without limiting the generality of the foregoing, the forward-looking statements herein include, among other things, AgraFlora’s ability to develop the Delta Greenhouse Complex and the successful integration of Organic Flower’s unique domestic downstream asset portfolio under the AgraFlora banner.

The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward- looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.