The Flowr Corporation Announces Formation of Strategic Review Committee and Corporate Update with Refocused Business Strategy - Seite 3

The Company is also in the process of selling TCann Pty Ltd., the entity that holds its medical cannabis licenses in Australia. Upon completion this sale will represent the Company’s exit from the Australian medical cannabis market and there will be no further operating or capital expenses directed towards those operation post-closing.

Overall, the exit or disposition of these businesses and assets are expected to save the Company approximately $1 million on an annual basis.

Cash Preservation Initiatives

Marketing Budget in Shares

The Company’s marketing firm of record, Zerotrillion Ltd. (“Zerotrillion”), has agreed to accept $310,778 of its fees payable in common shares in the capital of the Company (the “Consideration Shares”) pursuant to a shares for services agreement (the “Shares for Services Agreement”). Pursuant to the Shares for Services Agreement, the Corporation proposes to issue, subject to the approval of the TSX Venture Exchange (“TSXV”), the Consideration Shares to the Consultant in lieu of cash as compensation for the Consultant’s provision of certain media consulting services, including advertising services, to the Corporation in accordance with the Shares for Services Agreement and the 2021 Creative Services Agreement appended thereto. The Consideration Shares will compensate the Consultant for its services to the Corporation between March 31, 2021 and March 31, 2022, and will be issued on a quarterly basis. The Consideration Shares will be issued at a deemed price per Consideration Share equal to the greater of: (i) $0.10; and (ii) the volume-weighted average trading price of the Consideration Shares on the TSXV on the last trading day of each fiscal quarter in which the Consulting Fee (as defined in the Shares for Services Agreement) was earned through the provision of services to the Corporation, less twenty-five percent (25%).

In 2021, Flowr won three awards at the ADCANN Awards - including the coveted Brand of The Year award. The annual awards, which are voted on by the public, exist to celebrate the best marketing and advertising across Canada’s growing cannabis industry. Alongside the Brand of The Year Award, Flowr also won Campaign of the Year for their Rembrandt inspired BC Pink Kush Campaign which works with regulations of the cannabis industry to highlight Flowr’s approach by blending art and science.