Item 3.02. Unregistered Sales of Equity Securities.

On May 24, 2022, Lowell Farms Inc. (the "Company") and its subsidiary Cypress Manufacturing Company LLC ("Purchaser") entered into a Purchase Agreement (the "Purchase Agreement") with All Good Collective Corp. ("Seller"), pursuant to which Purchaser will acquire certain equipment assets and related contract rights and purchase rights. The purchase consideration to be paid by Purchaser to Seller will consist of $625,396 in cash and 10,000,000 shares of the Company's subordinate voting shares (the "Shares"). The Company will issue the Shares to Seller promptly upon the delivery to the carrier ex-factory of the equipment assets.

The Company's issuance of the Shares will be exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation D thereunder.






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