Mr. Jamie D'Alimonte reports

UP TO $3,250,000 PRIVATE PLACEMENT OFFERING OF CONVERTIBLE DEBENTURES

Greenway Greenhouse Cannabis Corp. has arranged a proposed non-brokered private placement of up to $3.25-million of 13 per cent secured convertible debentures, subject to an overallotment option. All dollar amounts referenced in this release are in Canadian dollars.

The debentures will mature on the date that is five years from the initial closing date and the principal amount of each debenture will be convertible into common shares of the company at the option of the holder at any time prior to the close of business on the last business day immediately preceding the maturity date, at a conversion price of 20 cents per common share, subject to adjustment upon certain customary events.

"Greenway is pleased to announce this private placement," said Jamie D'Alimonte, chief executive officer of Greenway, "which will enable the company to fulfill the increasing demand of high-quality cannabis to our partners, and it will help jumpstart our plans to go to market with branded consumer products."

"I want to thank the existing and new investors who have shown trust and faith in the Greenway team to continue to deliver on our business plan, despite the headwinds in this sector. We will continue our strategy of a profitable and responsible public company in the Canadian cannabis market," said Darren Peddle, chief financial officer of Greenway. "We truly value the continued support we have received from all shareholders."

Semi-annual interest payments will comprise a cash payment at a rate of 10 per cent per annum and a payment-in-kind at a rate of 3 per cent per annum, which shall be fulfilled by delivering common shares at an issuance price per common share equal to the five-day volume-weighted average price of the common shares on the Canadian Securities Exchange immediately preceding the date which is two trading days prior to the date that the interest payment is due, subject to such deemed issuance price being no less than the maximum allowable discount permitted by the CSE.

The company may accelerate the maturity date at any time following three years from the initial closing date by providing 30 days written notice to holders. If such a right is exercised between 36 and 48 months from the initial closing date, holders shall receive a bonus equal to 5 per cent of the principal amount of debentures held and if exercised between 48 months and 60 months, holders shall receive a bonus equal to 3 per cent of the principal amount of debentures held.

The company has engaged Abingdon Capital Corp. as an adviser to assist with the offering. The company and the adviser have agreed to that the offering can be increased by up to $750,000. The company will pay the adviser a cash fee equal to 7 per cent of the aggregate proceeds raised from the offering and will issue such number of broker warrants as is equal to 7 per cent of the number of common shares issuable on conversion of the debentures. Each broker warrant will be exercisable into one common share at an exercise price of 20 cents for a period of three years following the initial closing date. The company has also agreed to pay all participants in the offering a one-time arrangement fee equal to 2 per cent of the principal amount of the participant's debentures.

The net proceeds from the offering will be used to make final payments of the outstanding expenses related to the recently completed facility expansion. Any remaining proceeds will be used for general corporate expenses and working capital requirements.

The offering is anticipated to close on or about Oct. 27, 2023, or such later date as the company may determine. The closing is subject to certain conditions including, but not limited to, the approval of the CSE.

All securities issued in connection with the offering will be subject to a statutory hold period of four months and one day from the closing date in accordance with applicable securities legislation.

About Greenway Greenhouse Cannabis Corp.

Greenway is a federally licensed cultivator for the Canadian cannabis marketplace. Greenway is headquartered in Kingsville, Ont., and leverages its agriculture and cannabis expertise in its aspiration to be a leading cannabis cultivator in Canada.

We seek Safe Harbor.