Toronto, Ontario & Las Vegas, Nevada, May 29, 2020 – Flower One Holdings Inc. (the “Company” or “Flower One”) (CSE: FONE) (OTCQX: FLOOF) (FSE: F11), a leading cannabis cultivator, producer and innovator in Nevada, today provided an update on COVID-19 and the status of the filing of its 2019 fourth quarter and year-end financial results and accompanying management’s discussion and analysis for the financial year ended December 31, 2019 (collectively, the “Annual Filings”), which were initially required to be filed by April 29, 2020 under National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102").
Since the Company’s news releases dated March 19, 2020 (see here for news release) and April 6, 2020 (see here for news release), Nevada’s Governor Steve Sisolak has officially announced the following:
- May 1 – All cannabis retailers in the state are permitted to expand service to include curbside pick-up;
- May 9 – All cannabis dispensaries are permitted to re-open their physical storefronts subject to specific physical distancing criteria and protocols;
- May 29 (today) – Phase 2 of the state’s re-opening of businesses can begin; and
- June 4 – All casinos, including those on the Las Vegas Strip, can re-open with certain restrictions and protocols.
Annual Filings and Earnings Call
The Company expects to file the Annual Filings after market close on June 15, 2020 and will host a conference call on June 16, 2020 at 8:30 a.m. ET to discuss its financial results and review recent and upcoming milestones.
All interested parties are invited to participate on the earnings conference call. Please dial 647-427-7450 or 1-888-231-8191 approximately 15 minutes prior to the call to secure a line. You will be put on hold until the call begins.
A question-and-answer session will follow the conference call, at which time the operator will provide instructions for submitting questions. A replay will be available until June 30, 2020. To access the archived conference call, please dial 1-855-859-2056 and enter the conference code 3257949.
A live audio webcast of the call will be available at http://bit.ly/FONE-Q4-2019. Please connect at least 15 minutes prior to the start time to ensure adequate time for any software download that may be required to join the webcast. An archived replay of the webcast will be available online for 90 days.
First Quarter 2020 Financial Results
The Company also provided an update on the status of the filing of its 2020 first quarter financial results and accompanying management’s discussion and analysis for the period ended March 31, 2020 (collectively, the “Q1 Disclosure Documents”), which were initially required to be filed by June 1, 2020 under NI 51-102.
On March 23, 2020, the Canadian Securities Administrators published substantively harmonized temporary exemptions from certain regulatory filing requirements that provide issuers with a 45-day filing extension for filings required on or before June 1, 2020 to allow issuers the time needed to focus on the many other business and financial reporting implications of COVID-19. The Company will rely on the exemption granted under BC Instrument 51-515 – Temporary Exemption from Certain Corporate Finance Requirements with respect to the Q1 Disclosure Documents.
In the interim, management and other insiders of the Company are subject to a trading black-out policy that reflects the principles in section 9 of National Policy 11-207 Failure to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.
Other than COVID-19 related matters and as previously disclosed by the Company in its news releases dated January 28, March 19, May 4 and May 11, 2020, and those stated above in this release, there have been no material business developments since the date of the Company’s most recent filing of its interim Financial Statements and Management Discussion and Analysis.
Flower One continues to expect financial results in-line with its previously reported figures, including preliminary financial results for the fourth quarter and year ended December 31, 2019 announced on March 9, 2020 (see here for news release) and preliminary results for the first quarter ended March 31, 2020 announced on April 6, 2020 (see here for news release).
Executive Compensation Disclosure
The Company will rely on BC Instrument 51-516 – Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials to be exempted from its executive compensation disclosure requirements. The Company will extend its deadline to satisfy such requirements and will send its annual general meeting (“AGM”) information circular containing its executive compensation disclosure required under applicable securities laws on or before December 31, 2020. The Company is considering an appropriate time and format for its AGM and will provide information on the timing of its AGM and the filing of its executive compensation disclosure when it has appropriately considered all the issues.
About Flower One Holdings Inc.
Flower One is the largest cannabis cultivator, producer, and full-service brand fulfillment partner in the state of Nevada. By combining more than 20 years of greenhouse operational excellence with best-in-class cannabis operators, Flower One offers consistent, reliable, and scalable fulfillment to a growing number of industry-leading cannabis brands. Flower One’s flagship 400,000 square-foot greenhouse and 55,000 square-foot production facility is used for large scale cannabis cultivation, processing, and manufacturing. Flower One also owns and operates a second production facility in Las Vegas, with 25,000 square-feet of indoor cultivation and a commercial kitchen that will produce several of the nation’s top-performing edible brands. Flower One produces a wide range of products ranging from wholesale flower, full-spectrum oils, and distillates to finished consumer packaged goods including flower, pre-rolls, concentrates, edibles, and topicals for the top-performing brands in cannabis.
The Company’s common shares are traded on the Canadian Securities Exchange under the Company’s symbol "FONE", in the United States on the OTCQX Best Market under the symbol "FLOOF" and on the Frankfurt Stock Exchange under the symbol “F11”. For more information, visit: https://flowerone.com.
Statements in this press release that are not statements of historical or current fact constitute "forward-looking information" within the meaning of Canadian securities laws and "forward-looking statements" within the meaning of United States securities laws (collectively, "forward-looking statements"). Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of the Company to be materially different from historical results or from any future actual results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "potential," "should," "may," "will," "plans," "continue" or other similar expressions to be uncertain and forward-looking.
Forward-looking statements may include, without limitation, statements relating to the Company’s filing and delivery of its Annual Filings or its Q1 Disclosure Documents; the earnings conference call; the disclosure of executive compensation; potential financial results; ability to remain open in response to the state government’s public health efforts to contain COVID-19; the Company’s leadership as a cannabis cultivator, producer, innovator and full-service brand fulfillment partner; the Company’s ability to offer consistent, reliable and scalable fulfilment to its brand partners; and the production of the nation’s top-performing edibles brands.
The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational and medicinal cannabis marketplaces in the United States through its subsidiary Cana Nevada Corp. Local state laws where Cana Nevada Corp. operates permit such activities; however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company’s business are contained under the heading "Risk Factors" in the Company’s Shelf Prospectus dated September 27, 2019 and the Prospectus Supplement dated November 8, 2019 (collectively, the "Prospectus") filed on its issuer profile on SEDAR at www.sedar.com.
The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement, the "Cautionary Statement regarding Forward-Looking Information" section contained in the Prospectus. All forward-looking statements in this press release are made as of the date of this press release. The forward-looking statements contained herein are also subject generally to assumptions and risks and uncertainties that are described from time to time in the Company’s public securities filings with the Canadian securities commissions, including the Company’s Prospectus.
Although Flower One has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects that are engaged in activities currently considered illegal under United States federal law; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. Flower One Holdings disclaims and does not undertake any intention or obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR THEIR REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Ken Villazor, President and CEO
NATIONAL Public Relations
ADDO Investor Relations