HERITAGE CANNABIS HOLDINGS CORP. (CSE:CANN) (the “Company” or “Heritage“) is pleased to announce that it has entered into an agreement with a syndicate of investment dealers led by Cormark Securities Inc. (the “Underwriters“) pursuant to which the Underwriters have agreed to purchase 18,900,000 units of the Company (the “Units“) from the treasury of the Company, at a price of $0.53 per Unit and offer them to the public by way of short form prospectus for total gross proceeds of approximately $10,017,000 (the “Offering“).

Each Unit will consist of one (1) Common Share of the Company (each a “Common Share“) and one-half of one (0.5) Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant“) of the Company. Each Warrant will entitle the holder thereof to purchase one Common Share at a price equal to $0.70 for a period of 30 months. Further, in the event that the volume-weighted average trading price of the Common Shares exceeds $1.05 for 20 consecutive trading days (the “Acceleration Trigger”) following the Closing Date, the Company will be entitled to accelerate the exercise of the Warrants to a period ending not less than 21 days from the date written notice of such Acceleration Trigger is provided to the Warrant holders.

In addition, the Company has granted the Underwriters an option (the “Over-Allotment Option“) to purchase up to an additional 15% of the Units of the Offering on the same terms exercisable at any time up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any.

The net proceeds of the Offering shall be used for working capital and general corporate purposes.

Closing of the Offering is expected to occur on or about May 2, 2019 (the “Closing Date”) and is subject to customary regulatory and exchange approvals including that of the Canadian Securities Exchange.

Additionally, the Company has agreed not to exercise its right to accelerate the expiry date of warrants issued in connection with the 2018 special warrant financing, which closed on November 7, 2018, for a period of 120 days following the Closing Date.

The Units to be issued under the Offering will be offered by way of a short form prospectus in each of Alberta, British Columbia and Ontario, and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

SOURCE Heritage Cannabis Holdings Corp.