An anonymous director reports

GREEN GROWTH BRANDS TO ACQUIRE OPTION FOR MEDICAL AND RETAIL DISPENSARY IN HENDERSON, NEVADA

Xanthic Biopharma Inc., doing business as Green Growth Brands, has agreed to accept an irrevocable option to acquire all of the membership interests of Henderson Organic Remedies LLC together with the right to all of Henderson Organic's free cash flow until exercise of the Henderson option in consideration of the issuance of (i) a secured loan in the principal amount of $15,485,000 (U.S.) ($20,752,000 (Canadian)) and (ii) a common share purchase warrant exercisable for 7,609,746 common shares of GGB in the aggregate. Henderson Organic operates a 2,693-square-foot medical and retail marijuana dispensary facility located in Henderson, Nev. In connection with these transactions, HOR Holdings LLC is expected to acquire all of the membership interests of Henderson Organic.

The completion of the Henderson acquisition and the exercise of the warrant are expected to occur in the first half of 2019 and remain subject to state and municipal regulatory approval and customary conditions of closing. The proposed transactions have been structured to comply with both local and state laws, and GGB anticipates exercising the Henderson option immediately following the later of (i) a change in applicable laws and (ii) the completion of the Henderson acquisition. The loan, which was issued on Dec. 13, 2018, to certain members of Henderson Organic, has a maturity date of May 4, 2019, bears interest at a simple annual rate of 6 per cent and is secured against (i) a portion of the payment obligation of Nevada Organic Remedies LLC, a GGB subsidiary, in favour of the borrowers under the loan (which portion is equal to the principal amount and accrued interest under the loan) and (ii) all membership interests of HOR held by the borrowers under the loan. The warrant, which was issued to HOR Holdings on Dec. 13, 2018, expires on Dec. 31, 2019, and vests only upon completion of Henderson acquisition. Once vested, the warrant is exercisable for an aggregate of 7,609,746 common shares of GGB at an exercise price of $3.16 per share (reflecting the GGB price per share as of the close of trading on Dec. 12, 2018).

GGB currently operates The+Source, the premier cannabis store in Las Vegas, Nev., as well a cultivation and production facility in Las Vegas. The Nevada Department of Taxation awarded GGB seven retail cannabis dispensary licences on Dec. 5, and the company recently announced an acquisition regarding expanding its operations into Massachusetts and the acquisition of a cultivation facility in Pahrump, Nev.

About Green Growth Brands

Green Growth expects to dominate the cannabis and cannabidiol market with a portfolio of emotion-driven brands that people love. Led by Mr. Horvath, the GGB team is full of retail and consumer packaged goods experts with decades of experience building successful brands.

We seek Safe Harbor.