Heritage Cannabis enters into ticket and warrants purchase agreement with Merida Capital

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TORONTO – (COMMERCIAL THREAD) – Heritage Cannabis Holdings Corp. (CSE: CANN) (OTCQX: HERTF) (“Heritage” or the “Company”), today announced that following its September 13, 2021 press release regarding its list of conditions with Merida Capital Partners III LP (“ Merida Fund III ”) and Merida Capital Partners IV LP (“ Merida Fund IV ”) to finance the entry of the Company into the State of Missouri, it entered into an agreement to purchase notes and warrants, dated of October 18, 2021, pursuant to which Merida Fund III and Merida Fund IV loaned the Company a total amount of USD 1,500,000.

At closing, the Company issued a promissory note to Merida Fund III (the “Note”) for a principal amount of US $ 660,000 (the “Principal Amount”), with a due date of October 18, 2023. The Note bears interest at a rate of 15%, which will be paid in common shares of the Company (the “Common Shares” and the shares issuable as payment of interest, the “Interest Shares”). The price of such shares will be the greater of (i) 90% of the volume weighted average price per common share as published on the Canadian Stock Exchange (the “CSE”) for the 5 trading days consecutive preceding such issuance, and (ii) the minimum price per common share permitted under applicable securities laws and CSE regulations. The capital may be redeemed in ordinary shares (the “conversion shares”) at a conversion price equal to the greater of the following amounts: (i) the closing price of the ordinary shares on the CSE on the trading day preceding the date of issuance of a press release disclosing the issuance of the Conversion Shares or the posting of a notice by the Company on the CSE website of the proposed issuance of Conversion Shares, and (ii) 0.07 $ CA. The Company also issued warrants to each of Merida Fund III and Merida Fund IV corresponding to 50% of the total number of conversion shares that would be received upon conversion of 100% of the total amount of outstanding capital under the terms of the ticket.

The Company also issued 696,942 shares to each of the Merida III and Merida IV funds as a commitment fee for this transaction, representing US $ 31,250 divided by 90% of the volume weighted average price per common share as ‘listed on the Canadian Securities Exchange for the 30 consecutive trading days preceding such issue (the “Commitment Fee”). The shares issued under the commitment fee were issued at a price of Cdn $ 0.0556 per share.

All securities mentioned in this press release, in particular interest shares, conversion shares and commitment fees, are subject to a standard four-month holdback under applicable securities laws.

About Heritage Cannabis Holdings Corp.

Heritage is a leading cannabis company providing innovative products to the legal medical and recreational cannabis markets in Canada and the United States, operating out of two licensed manufacturing facilities in Canada. The company has an extensive portfolio of high quality cannabis products under the brands Purefarma, Pura Vida, RAD, Premium 5, feelgood., CB4 and ArthroCBD.

ON BEHALF OF THE BOARD OF DIRECTORS OF HERITAGE CANNABIS HOLDINGS CORP.

“David Schwede”

David Schwede

CEO

The Canadian Securities Exchange accepts no responsibility for the adequacy or accuracy of this release.

Forward-looking statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. These forward-looking information and forward-looking statements are not representative of historical facts or information or the current state of affairs, but represent solely the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain. and outside the control of the Company. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terms such as “plans”, “expects” or “does not expect”, “is expected”, “budget” , “Expected”, “believes”, “plans”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of these words and expressions or may contain statements that certain actions, events or results “may”, “could”, “would”, “could” or “will be taken”, “will continue”, “will take place” or “will be achieved”. Forward-looking information contained in this document may include, but is not limited to, assumptions related to cash flow and capital resources, and expectations related to supply and manufacturing agreements, expected expansion of the business. Company and partnerships and joint venture partnerships.

By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, level of activity, performance or achievements of the Company. be materially different from those expressed or implied by this information and statements.

An investment in securities of the Company is speculative and subject to several risks, including, without limitation, the risks described under the heading “Risks and Uncertainties” in the annual MD&A of the Company for the financial year ended. on October 31, 2020 and dated February 26. , 2021. Although the Company has attempted to identify material factors that could cause actual results to differ materially from those contained in forward-looking information and forward-looking statements, other factors may cause results to differ. not those anticipated, estimated or expected.

In connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Although the Company believes that the assumptions and factors used in the preparation, and the expectations contained in, the forward-looking information and statements are reasonable, you should not place undue reliance on such information and statements, and no assurance or warranty can be taken. be given that such forward-looking information and statements will prove to be correct, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and / or forward-looking statements that are contained or referred to. herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by this notice.


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