Mr. Edoardo Mattei reports

RED WHITE & BLOOM PROVIDES UPDATE RELATING TO ALEAFIA HEALTH

Red White & Bloom Brands Inc. has provided an update on matters relating to Aleafia Health Inc.

Red White & Bloom is pleased to announce that it has been selected as the successful bidder under the sale and investment solicitation process (SISP) approved by the Ontario Superior Court of Justice (commercial list) in connection with the proceedings of Aleafia and certain of its subsidiaries (collectively, the Aleafia group) under the Companies' Creditors Arrangement Act (CCAA).

On Aug. 22, 2023, the court approved, among other matters, the terms of a SISP which included a stalking horse asset purchase and share subscription agreement, pursuant to which Red White & Bloom would acquire certain assets from Aleafia Health and subscribe for shares of certain subsidiaries of Aleafia Health if Red White & Bloom were to become the successful bidder pursuant to the SISP.

As previously disclosed, the stalking horse agreement provides for a reverse vesting transaction whereby a wholly owned subsidiary of Red White & Bloom would subscribe for shares of certain of Aleafia Health's subsidiaries (collectively, the Aleafia purchased entities) and acquire specific intellectual property owned, licensed or leased by Aleafia Health. Certain excluded assets and liabilities of the Aleafia purchased entities would be transferred to one or more corporations that would not be included among the Aleafia purchased entities at closing. Red White & Bloom's subsidiary would be the sole shareholder of the Aleafia purchased entities following closing.

The consummation of the transactions contemplated under the stalking horse agreement are subject to satisfaction or waiver of certain conditions set forth in the stalking horse agreement, including, among other things, the court granting the requisite approval and vesting order as a final order, receipt of all required regulatory approvals and Aleafia group's Health Canada and cannabis excise licences being in good standing, and continuing in good standing, and not suspended or terminated following the closing date.

The approval order hearing is set for Oct. 27, 2023, and, should the court issue the approval order, the parties anticipate closing the transactions contemplated under the stalking horse agreement following satisfaction of the remaining conditions to closing, and in any event no later than Nov. 22, 2023 (the outside date currently specified in the stalking horse agreement). At the Oct. 27 hearing, Red White & Bloom anticipates that the Aleafia group will ask the court for an extension of the current stay period in the Aleafia CCAA proceedings that expires on Oct. 31, 2023, in order to, among other things, permit the parties to complete the transactions contemplated under the stalking horse agreement.

About Red White & Bloom Brands Inc.

Red White & Bloom is a multistate cannabis operator and house of premium brands in the United States legal cannabis sector. Red White & Bloom is predominantly focusing its investments on the major U.S. markets, including Arizona, California, Florida, Massachusetts, Missouri and Michigan.

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