Emerald Health Therapeutics Closes Shares for Debt Financing

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

VANCOUVER, British Columbia, Jan. 31, 2020 (GLOBE NEWSWIRE) -- Emerald Health Therapeutics, Inc. (“Emerald”) (TSXV: EMH; OTCQX: EMHTF), is pleased to announce that it has closed its previously announced shares for debt financing.

Further to its news release dated January 27, 2020, Emerald has settled $2,816,963 (the "Debt") of the aggregate debt owed by Emerald to Emerald Health Sciences Inc. ("Sciences"), a control person of Emerald, in exchange for the issuance of 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 consists of: (i) $794,182 owed to Sciences pursuant to a previously disclosed loan agreement between the parties; and (ii) $2,022,781 owed to Sciences pursuant to trades payable. The Debt Settlement was approved by the independent members of the board of directors of Emerald, who determined that the fair market value of the securities being issued under the Debt Settlement and the consideration therefor were reasonable.

On a post-closing basis, Sciences holds approximately 39,401,608 of the issued and outstanding shares of Emerald representing 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 was considered to be a “related party transaction”, as defined under Multilateral Instrument 61-101 (“MI 61-101”). Emerald relied 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.

Emerald also terminated the amended hemp supply agreement that it had entered into with Sciences in 2019.

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.