Early Warning Report Disclosure

SALINAS, Calif., Nov. 14, 2023 (GLOBE NEWSWIRE) -- This press release is being issued pursuant to National Instrument 62-103 ? The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers in connection with the filing of an Early Warning Report by Brian Shure, a director of Lowell Farms Inc. (the "Issuer"), as a result of Mr. Shure acquiring beneficial ownership and/or control or direction of 922,760 subordinate voting shares ("Shares") of the Issuer in connection with the repurchase by the Issuer of US$2,985,000 of aggregate principal amount of Senior Secured Convertible Debentures ("Debentures") of its subsidiary, Indus Holding Company ("Indus"), together with the related warrants to purchase Shares ("Company Warrants") and common shares ("Indus Shares") of Indus.

On October 6, 2023, the Issuer announced that it had repurchased all of the $22,157,417 aggregate principal amount of outstanding Debentures, together with the related 106,274,830 Company Warrants and 43,248,450 Indus Warrants (the "Transaction"). Each holder of Debentures received as the purchase price therefor, such holder's pro rata share, based on the proportion of the outstanding Debentures held by such holder, of (x) membership interests in LF Brandco LLC ("Brandco"), an entity formed to hold the Issuer's intellectual property relating to its "Lowell Smokes" and "Lowell Herb Co." brands (including trademarks, logos and additional identifying marks, domain names and social media accounts), and (y) 6,849,572 Shares, representing approximately 36% of the Issuer's consolidated, undiluted equity interests.

Prior to the closing of the Transaction, Mr. Shure (directly and through Ambrose Capital Holdings, LP, Mr. Shure being the President of the general partner, Ambrose Capital Partners, LLC, AMTG Holdings, LLLP, Mr. Shure being the President of the general partner, AMTG Management, Inc., HSK Holdings, LLC, Mr. Shure being the Managing Member, and the Brian K. Shure Charitable Trust Lead Annuity, of which Mr. Shure is a trustee) had beneficial ownership and/or control or direction over: 330,058 Shares (which represented approximately 2.93% of the then issued and outstanding Shares) and securities convertible or exercisable, as applicable, into 2,933,896 Shares (which represented an aggregate of 22.97% of the Shares on a partially diluted basis, including the Shares referred to above), which included US$2,985,000 of Debentures (which were convertible into 864,678 Shares) and related Company Warrants to acquire 864,678 Shares and Indus Warrants to acquire 12,970,168 Indus Shares (which were not redeemable for Shares), as well as warrants to acquire 159,540 Shares ("PIPE Warrants") issued in connection with the Issuer's PIPE transaction and options granted to Mr. Shure which are exercisable for 60,000 Shares.

Following closing of the Transaction, Mr. Shure has beneficial ownership and/or control or direction over 1,252,818 Shares (which represents 6.91% of the issued and outstanding Shares) and securities convertible or exercisable, as applicable, into 219,540 Shares (which represents an aggregate of 8.03% of the Shares on a partially diluted basis, including the Shares, PIPE Warrants and options referred to above).

The Shares were acquired for investment purposes as a result of the Transaction. In the future, Mr. Shure may acquire additional Shares and/or other equity, debt or other securities or instruments in the open market or otherwise, and reserves the right to dispose of any or all of such securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to such securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.

The Issuer is located at 19 Quail Run Circle, Suite B, Salinas, California 93907. Mr. Shure is located at 3238 Prospect St NW, Washington, DC 20007. A copy of the Early Warning Report can be obtained from Nicole Sanchez (831.998.8214) or on the SEDAR+ profile of the Issuer at www.sedar.plus.ca.