Heritage Cannabis Announces Commencement of Sale and Investment Solicitation Process

Toronto, ON, April 15, 2024 (GLOBE NEWSWIRE) -- Heritage Cannabis Holdings Corp. (CSE: CANN) (OTCQX: HERTF) ("Heritage" or the "Company") today announced the commencement of a sale and investment solicitation process (the "SISP") in respect of the business and assets of the Company, 1005477 B.C. Ltd., Heritage Cannabis West Corporation ("Heritage West"), Mainstrain Market Ltd., Heritage Cannabis East Corporation, Purefarma Solutions Inc., 333 Jarvis Realty Inc., 5450 Realty Inc., Heritage Cannabis Exchange Corp. and Premium 5 Ltd. (collectively, the "Heritage Group"). The SISP will be conducted in the Heritage Group’s ongoing proceedings under the Companies’ Creditors Arrangement Act (the "CCAA").

On April 2, 2024, the Heritage Group obtained an initial order (the "Initial Order") from the Ontario Superior Court of Justice (Commercial List) (the "Court") granting the Heritage Group protection under the CCAA. The Initial Order appointed KPMG Inc. as the Court-appointed monitor of the Heritage Group (the “Monitor”). The Initial Order also extended certain protections to, among others, the Heritage Group’s subsidiaries in the United States of America (the “Non-Applicant Stay Parties”).

On April 11, 2024, an order approving the SISP was granted by the Court (the "SISP Order"), authorizing the Monitor to undertake the SISP for the sale of the Heritage Group’s (i) property, assets and undertaking or shares in the capital of one or more of the Heritage Group entities (collectively, the "Property"), and (ii) business operations (the "Business"). In addition, the SISP Order approved a stalking horse subscription agreement (the "Stalking Horse Agreement") among the Company and Heritage West, as vendors, BJK Holdings Ltd. (the Heritage Group’s senior secured lender), and HAB Cann Holdings Ltd. (in such capacity, the "Stalking Horse Bidder"), for the purpose of serving as the stalking horse bidder in the context of the SISP, in order to establish the baseline consideration for the Company's business and assets. A copy of the SISP is attached to the SISP Order. The SISP Order is available on the Monitor’s Website (as defined below).

The SISP will be administered by KPMG Inc., in its capacity as the Monitor of the Heritage Group, with the assistance of the Heritage Group’s management team. The SISP is intended to solicit interest in and opportunities for a sale of, or investment in, all or part of the Heritage Group’s Property and Business. This may include one or more of a restructuring, refinancing, recapitalization or other form of reorganization of the Business and affairs of one or more entities comprising the Heritage Group as a going concern, or a sale of all, substantially all, or one or more components of the Heritage Group’s Property and Business as a going concern or otherwise.