Heritage Cannabis Announces the Acquisition of Opticann, Inc.

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TORONTO, Ontario — Heritage Cannabis Holdings Corp. (CSE: CANN) (“Heritageor the“Company”), today announced, further to its press release issued on August 5, 2020, it has completed its acquisition of all of the issued out outstanding securities of Opticann, Inc. (“Opticann“), 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.

“Bringing Opticann on board the Heritage platform provides us with a significant advantage in the advancement of our U.S. presence and the ability to participate in the rapidly growing multi-billion dollar U.S. CBD market,” stated Clint Sharples, CEO of Heritage. “We are advancing our offering with Opticann and are already leveraging our existing U.S. presence with our Empower joint venture in Oregon. Together, our U.S. team has the proven medical cannabis expertise to excel in this market.”

Heritage issued 15,838,982 common shares of the Company (“Common Shares“) on closing of the acquisition, the majority of which will be held in escrow by Heritage and released, subject to any reductions related to indemnification claims. Additionally, the vendors received i) 7,919,493 warrants exercisable for exchangeable shares of a subsidiary of the Company (the “Class A Exchangeable Shares”), with each warrant exercisable at a price of $0.20 per Class A Exchangeable Share for a period of twenty-four months following the closing date; ii) 3,511,110 warrants exercisable for Class A Exchangeable Shares, with each warrant exercisable at a price of $0.30 per Class A Exchangeable Share for a period of thirty-six months following the closing date; and iii) 100,000,000 class B exchangeable shares of a subsidiary of the Company (the “Milestone Shares”), said Milestone Shares being exchangeable by the vendors for Common Shares upon Opticann achieving certain milestones. The Class A Exchangeable Shares and Milestone Shares are exchangeable for Common Shares on a 1:1 basis, and the Milestone Shares are exchangeable for up to 100,000,000 Common Shares, subject to certain earnout conditions, the future price of the Common Shares, and other terms. If the earnout conditions are not achieved within certain timeframes, the Milestone Shares are cancellable by the issuer.

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