Mr. David Schwede reports

HERITAGE CANNABIS ANNOUNCES BALANCE SHEET TRANSFORMING SALE LEASE BACK TRANSACTION AND THIRD AMENDMENT TO ITS SENIOR SECURED LOAN

Heritage Cannabis Holdings Corp. has entered into binding agreements to sell the company's real estate properties in Ontario and British Columbia (the B.C. property) to BJK Developments Ltd. for a net purchase price of $9,714,475, and lease the Ontario and B.C. Property back from the purchaser.

Pursuant to the Sale Leaseback Transaction, Heritage has entered into ten (10) year lease agreements with the Purchaser, for each of its Health Canada licensed Ontario Property and BC Property, where the Company will continue to operate its best-in-class manufacturing and processing capabilities for its domestic and international business segments. Further, Heritage is pleased to announce that the lease terms include a 12-month free rent period, representing approximately $1,389,000 of savings during the period, which commences at closing; and, that the Company also retains an option to repurchase the Ontario Property and BC Property for a period of two years, from the Purchaser, pursuant to option agreements.

The Purchase Price will be used to set-off the amount owing by the Company to its lender, BJK Holdings Ltd. ("BJK"), a related entity of the Purchaser, reducing the Company's remaining term debt by approximately 64% to $5,256,379. The remaining term financing, as amended within a Third Amending Agreement has been extended through to January 31, 2025, with interest calculated at the Royal Bank of Canada prime lending rate ("RBC Prime") minus 1.75%. In addition, the Company retains its revolving line of credit of up to $5,000,000 (the "LOC") with BJK, which has also been extended until January 31, 2025.

In connection with the Third Amending Agreement, Heritage has agreed to amend existing warrant certificates held by BJK dated October 8, 2021 which entitled BJK to subscribe for and purchase up to 10,000,000 common shares in the capital of Heritage at an exercise price of $0.25 per common share, and dated September 29, 2022 which entitled BJK to subscribe for and purchase up to 50,000,000 common shares in the capital of Heritage at an exercise price of $0.10 per common share (the "Existing Warrants"). Effective, October 31, 2023, the Company will amend the Existing Warrants so that the expiry date for BJK to exercise the Existing Warrants is extended from February 28, 2025, to February 28, 2026, and so that the exercise price of the Existing Warrants shall be repriced to $0.07 per common share.

David Schwede, CEO of Heritage said, "We are thrilled to have secured this agreement with BJK as it reduces the Company's debt materially and positions Heritage within a model that compounds our ability to continue growing our revenues in Canada, the United States and other international marketplaces." He continued, "The transaction extends Heritage's remaining long-term debt at a very attractive, industry leading interest rate and allows our team to continue to focus on executing transactions which will further increase our revenues, expand distribution of our product offerings (including in additional US marketplaces), and continue to delight our customers with new and high-quality product formats while the industry matures and consolidates further."

Assisting Heritage with the closing of the Sale Leaseback Transaction was, Ryan McDonald of Prairie Commercial Mortgage Corp. Mr Schwede said, "Ryan understands the pressures and high pace of the cannabis industry and his debt advisory services were highly valued to Heritage as we worked towards closing of this significant transaction for the Company."

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 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, Thrifty, Adults Only, feelgood., the CB4 suite of medical products in Canada and ArthroCBD in the U.S.

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