Heritage Announces Cease Trade Order to Be Issued by the Ontario Securities Commission

Heritage Cannabis Holdings Corp. (the "Company") (CSE: CANN) (OTCQX: HERTF) announces that it will be issued a cease trade order (“CTO”) by the Ontario Securities Commission by virtue of not filing the following periodic disclosure documents (the "Annual Filings") by the filing deadline of February 28, 2022:

• annual audited financial statements for the year ended October 31, 2021;
• management's discussion and analysis for the year ended October 31, 2021; and
• CEO and CFO certifications of the annual filings for the year ended October 31, 2021.

The Company's 2021 audit currently remains ongoing due to the Company’s growth and acquisition activity in 2021. The cause of the delay is not material to the Company or its operations. Although the audit continues to progress well, it has taken longer to complete than originally anticipated by virtue of the fact that the Company's acquisition of Premium 5 in 2021 transitioned the Company from one with minimal provincial sales to one with numerous SKUs across 5 product verticals in less than 12 months. Notwithstanding the delay, the Company continues to operate normally without disruption and is working diligently and expeditiously with its auditors to complete the Annual Filings as soon as possible.

The Company anticipates that it will complete the Annual Filings on or before March 31, 2022. Revocation of the CTO is expected to occur within a few days after the Annual Filings are made.

The Company is not currently subject to any insolvency proceedings. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this press release.

Despite the CTO, a beneficial security holder of the Company who is not, and was not at the date of the CTO, an insider or control person of the Company, may sell securities of the Company acquired before the date of the CTO if: (a) the sale is made through a “foreign organized regulated market”, as defined in section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada; and (b) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation. Holders of the Company's securities are urged to consult with their own investment advisors or legal counsel about the implications of the CTO.