Harvest One Announces Closing of Acquisition of ACMPR Licensed Medical Cannabis Producer and Swiss Medical Cannabis-Based Health Products Company - Seite 2

Each Subscription Receipt has been automatically exchanged, without any further action by the holder thereof and for no additional consideration, for one unit (a "Unit") of the Company. Each Unit consists of one Common Share and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share (a "Warrant Share") for an exercise price of $1.00 per Warrant Share for a period of 36 months from the issuance of such Warrant.

Following the satisfaction of certain conditions precedent, proceeds of the Offering, less the Agents' 6% commission and certain expenses, have been delivered to the Company pursuant to a subscription receipt agreement among the Company, Computershare Trust Company of Canada, the Lead Agent, and MMJ dated February 22, 2017.

The Agents also received compensation options that entitle the Agents to acquire that number of Units equal to 6.0% of the number of Subscription Receipt issued pursuant to the Offering, including the Agents' Option, at an exercise price of $0.75 per Unit at any time on or prior to the date that is 36 months from the closing date.

Completion of Acquisition

Pursuant to a share exchange agreement dated December 7, 2016, as amended, the Company acquired from Phyto UK all of the Purchased Shares. In consideration for the Purchased Shares, Phyto UK received $33,180,997 payable by way of a combination of $2,000,000 in cash and the issuance of 41,574,662 Common Shares at $0.75 per Common Share. In consideration for the transfer to Harvest and extinguishment of certain intercorporate debts of United Greeneries and Satipharm owed to MMJ, MMJ received $8,819,003 payable to MMJ by way of the issuance 11,758,671 Common Shares.

Board of Directors

The board of directors of the Company will initially consist of Andreas Gedeon, Peter Wall, Jason Bednar and Anne Chopra. Will Stewart will join the advisory board of the Company, and it is intended that Mr. Stewart be nominated for election to the board at the 2017 annual general meeting of shareholders of the Company. Select biographical details regarding Messrs. Gedeon, Wall, Bednar and Stewart and Ms. Chopra can be found in the Filing Statement.