Emerald Health Therapeutics Provides Update on Financing Transactions

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, Jan. 27, 2020 (GLOBE NEWSWIRE) -- Emerald Health Therapeutics, Inc. (“Emerald”) (TSXV: EMH; OTCQX: EMHTF) today provided an update on a previously announced shares for debt transaction.

Further to its news release dated December 16, 2019, Emerald will be settling $2,816,963 (the "Debt") of the aggregate debt owed by Emerald to Emerald Health Sciences Inc. ("Sciences"), a control person of Emerald. Emerald will settle $794,182 owed to Sciences pursuant to a previously disclosed loan agreement between the parties, as well as $2,022,781 owed to Sciences pursuant to trades payable. Emerald will satisfy the Debt by issuing 9,713,666 common shares of Emerald (each, a "Debt Share") at a deemed value of $0.29 per Debt Share (the "Debt Settlement"). The Debt Settlement has been approved by the independent members of the board of directors of Emerald, who have determined that the fair market value of the securities being issued under the Debt Settlement and the consideration therefor are reasonable. The closing of the Debt Settlement is subject to certain customary conditions including, but not limited to, the receipt of all necessary regulatory approvals.

Sciences currently holds approximately 29,687,942 of the issued shares of Emerald and, upon completion of the Debt Settlement, Sciences will hold approximately 23.1% of the issued and outstanding shares of Emerald, on an undiluted basis.

As Sciences is a control person of Emerald, the Debt Settlement is considered to be a “related party transaction”, as defined under Multilateral Instrument 61-101 (“MI 61-101”). Emerald intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(a) thereof.

This press release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation, or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.