Mr. David Schwede reports

HERITAGE CANNABIS ANNOUNCES COMMENCEMENT OF SALE AND INVESTMENT SOLICITATION PROCESS

Heritage Cannabis Holdings Corp. has commenced a sale and investment solicitation process (SISP) in respect of the business and assets of the company, 1005477 B.C. Ltd., Heritage Cannabis West Corp., Mainstrain Market Ltd., Heritage Cannabis East Corp., Purefarma Solutions Inc., 333 Jarvis Realty Inc., 5450 Realty Inc., Heritage Cannabis Exchange Corp. and Premium 5 Ltd. The SISP will be conducted in the Heritage Group's continuing proceedings under the Companies' Creditors Arrangement Act (CCAA).

On April 2, 2024, the Heritage Group obtained an initial order from the Ontario Superior Court of Justice (Commercial List) granting the Heritage Group protection under the CCAA. The initial order appointed KPMG Inc. as the court-appointed monitor of the Heritage Group. The initial order also extended certain protections to, among others, the Heritage Group's subsidiaries in the United States (the non-applicant stay parties).

On April 11, 2024, an order approving the SISP was granted by the court, authorizing the monitor to undertake the SISP for the sale of the Heritage Group's: (i) property, assets and undertaking or shares in the capital of one or more of the Heritage Group entities; and (ii) business operations. In addition, the SISP order approved a stalking horse subscription agreement among the company, Heritage West, as vendor, as well as BJK Holdings Ltd. (the Heritage Group's senior secured lender) and HAB Cann Holdings Ltd. (in such capacity, the stalking horse bidder) for the purpose of serving as the stalking horse bidder in the context of the SISP, in order to establish the baseline consideration for the company's business and assets. A copy of the SISP is attached to the SISP order. The SISP order is available on the monitor's website.

The SISP will be administered by KPMG Inc., in its capacity as the monitor of the Heritage Group, with the assistance of the Heritage Group's management team. The SISP is intended to solicit interest in and opportunities for a sale of or investment in all or part of the Heritage Group's property and business. This may include one or more of a restructuring, refinancing, recapitalization or other form of reorganization of the business and affairs of one or more entities comprising the Heritage Group as a going concern, or a sale of all, substantially all, or one or more components of the Heritage Group's property and business as a going concern or otherwise.

All qualified interested parties will be provided with an opportunity to participate in the SISP, including receipt of a process summary describing the opportunity and access to a virtual data room, which will be made available upon the execution of a non-disclosure agreement acceptable to the Heritage Group and the monitor. The deadline to submit a sale proposal, partial sale proposal or an investment proposal (as such terms are defined in the SISP), as the case may be, to the monitor in accordance with the terms of the SISP is set for 5 p.m. EST on May 10, 2024.

Additional information regarding the SISP and the Heritage Group's CCAA proceedings (including copies of the initial order, the amended and restated initial order, and the SISP order) can be found on the monitor's website.

Any party interested in participating in the SISP should contact the monitor to receive additional information at KPMG, 333 Bay St., Suite 4600, Toronto, Ont., M5H 2S5 (attention: Heritage Group monitor); or by e-mail at heritage@kpmg.ca.

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 United States, 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, Adults Only, Juicy Hoots, Premium 5, Thrifty, feelgood., the CB4 suite of medical products in Canada and ArthroCBD in the United States.

We seek Safe Harbor.