Heritage Cannabis Announces Closing of the Acquisition of Premium 5 Ltd. - Seite 2

Heritage issued 150,000,000 common shares of the Company ("Common Shares") on closing of the acquisition, the majority of which will be held in escrow by Heritage and released, subject to any reductions related to indemnification claims.

As part of this acquisition, the Company has agreed to pay additional consideration on certain conditional events being met, including obtaining specified revenue targets, while maintaining minimum gross margin objectives over the next 24 months. This will allow the Premium 5 shareholders to potentially earn additional consideration of up to CDN$20.0 million satisfied in the form of Common Shares in the Company (“Additional Milestone Common Share Payments”). The Additional Milestone Common Share Payments, when and if paid, will be subject to a statutory four month and one day hold period from the date of issuance.

Upon closing of the Premium 5 acquisition, Merida Capital Holdings (“MCH”), the largest non-insider investor in Premium 5 will become a strategic shareholder in Heritage. MCH, along with its portfolio companies in the United States, has reached an agreement which will see the two companies partnering on an expansion for Heritage into the US. This partnership will see the Company introducing its brands and products into select states where cannabis is legal.

About Heritage Cannabis Holdings Corp.

Heritage is a cannabinoid company focused on the production and sale of medical and recreational hemp-based and cannabis-based products and services. In Canada, Heritage operates through its subsidiaries Voyage Cannabis Corp. and CannaCure Corp., both regulated under the Cannabis Act Regulations. Working under these subsidiaries and the Purefarma, Pura Vida and Premium 5 brands, Heritage focuses on extraction and the creation of derivative products for recreational consumers, as well as the formulation of cannabis based medical solutions. In the U.S., Heritage operates under Opticann Inc., a Colorado based oral and topical cannabinoid company with the rights to exclusively sell CBD and CBG products made with the patented VESIsorb drug delivery system for optimized absorption and stability. As the parent company, Heritage is focused on providing the resources for its subsidiaries to advance their products or services to compete both domestically and internationally.