Heritage Cannabis Executes Term Sheet with Merida Capital Holdings to Support Entry into the Missouri Market in Partnership with 3Fifteen Primo Cannabis

• The financing accelerates Heritage’s expansion into Missouri and the launch of Heritage branded products in the state by the end of 2021

TORONTO--(BUSINESS WIRE)--$CANN--Heritage Cannabis Holdings Corp. (CSE: CANN) (OTCQX: HERTF) (“Heritage” or the “Company”), has executed a term sheet with Merida Capital Partners IV LP and its affiliates (“Merida”) for up to USD$1.5 million in Senior Unsecured Convertible Promissory Notes (the “Notes”) to fund the Company’s entry into the state of Missouri. Missouri’s first legal medical sale took place in October 2020, and, per the Missouri Department of Health and Senior Services, there are already 140 approved dispensaries responsible for over USD$65 million of retail sales in the first half of 2021, and USD$21 million of sales in the month of July. Total retail sales in Missouri are expected to grow to USD$650 million by 2025 per New Frontier Data. The state of Missouri surpassed 100,000 patients in May 2021 (seven months after the first sale) and robust patient adoption trends have continued since.

Previously, Heritage announced a five-year partnership with Como Health LLC, doing business as 3Fifteen Primo Cannabis (“3Fifteen”), to enter the U.S. market in Missouri. 3Fifteen has five dispensary licenses of which three are operational and two are in construction phase. 3Fifteen holds one manufacturing license and will contribute the use of the license to the partnership, allowing Heritage branded products to be produced and offered to medical cannabis patients in Missouri.

Under the agreement, Heritage will supply production equipment to 3Fifteen, as well as provide training and supervision of staff regarding the proprietary methods of extraction and oil production developed by Heritage. The partnership will grant shelf minimums for Heritage’s branded products in 3Fifteen’s Missouri dispensaries which are projected to grow to over USD$21 million in gross revenue by 2022.

The Notes, which will be used to fund Heritage’s expansion into Missouri, carry an annual interest rate of 15% and may convert at any time at CDN$0.07 per common share of Heritage. The Notes mature 24 months following the date of issuance. Merida will also be issued warrant coverage for a period of 36 months.

“We are focused on building out our brand offerings in new high-growth markets, and with strong market growth projected in Missouri and the support of Merida, we are confident that we can leverage 3Fifteen’s market position to do so,” stated David Schwede, CEO of Heritage. “We are seeing strong demand for our brands in Canada and with our extraction expertise and inspired branding capabilities, we expect to see a similar response in Missouri and additional states as we continue our U.S. expansion.”

“Merida is happy to support Heritage’s U.S. expansion and continues to believe that Missouri represents an attractive medical market with further regulatory upside in the coming years,” stated Max Gerard, Partner at Merida Capital Holdings. “Merida believes that concentrates and other derivative products will perform well in the regional markets where 3Fifteen operates – St. Louis, Columbia, and Branson West. In addition, we continue to value the extraction expertise that Heritage brings to the rest of our portfolio of over 60 companies.”

About Heritage Cannabis Holdings Corp.

Heritage is a leading cannabis company offering innovative products to both the medical and recreational legal cannabis markets in Canada and the U.S., operating under 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.

About Merida Capital Holdings

Merida Capital Holdings is a private equity firm targeting fundamental growth drivers which accelerate the rapid development of the cannabis and hemp industries. Merida's motto, Responsible Investing in the Cannabis Ecosystem, highlights its focus on governance while identifying leading cultivation technologies, products and services associated with the evolution of cannabis and hemp as agricultural products, plant-based medicines, constituents in pharmaceutical formulations and recreational consumer products. For more information, please visit www.meridacap.com or follow Merida on twitter @meridacap.

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

“David Schwede”

David Schwede
CEO

The Canadian Securities Exchange does not accept 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 legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information contained herein may include, but is not limited to, assumptions related to cash flow and capital resources, and expectations related to the supply and manufacturing agreements, the intended expansion of the 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 that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements.

An investment in securities of the Company is speculative and subject to several risks including, without limitation, the risks discussed under the heading "Risks and Uncertainties" in the Company's annual management discussion and analysis for the year ended October 31, 2020 and dated February 26, 2021. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

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 preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, 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 referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice.

Kelly Castledine
Tel: 647-660-2560
kcastledine@heritagecann.com