Heritage Cannabis Holdings Corp. (CSE: CANN) (OTCQX: HERTF) (“Heritage” or the “Company”), announces that further to its press release dated January 26, 2021, the Company has issued common shares (“Common Shares”) in the capital of the Company to the former shareholders of Premium 5 Ltd. (“Premium 5”) as additional consideration in connection with the acquisition of all of the issued and outstanding securities of Premium 5 which was completed on January 26, 2021 (“Closing”).

As part of this acquisition, the Company agreed to pay additional consideration to compensate Premium 5 shareholders for Premium 5’s excess working capital on Closing, which is satisfied in the form of the issuance of 30,156,643 Common Shares in the Company (“Working Capital Common Share Payments”). The Working Capital Common Share Payments, are subject to a statutory four month and one day hold period from the date of issuance and are also subject to certain lock-up conditions.

The Company also issued 170,000 Common Shares in the capital of the Company to principals of Prairie Commercial Mortgage Corp. in partial satisfaction of fees for services pursuant to a brokerage agreement between the parties related to the previously disclosed strategic refinancing with BJK Holdings Ltd. The shares were issued at a deemed price of $0.1650 per Common Share and are subject to a statutory four month and one day hold period from the date of issuance.

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 Corporation, both regulated under the Cannabis Act Regulations. Working under these subsidiaries and the Purefarma, Pura Vida, RAD, Premium 5, and feelgood. 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.

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

“Clint Sharples”

Clint Sharples
CEO

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.