Mr. Todd Shapiro reports

RED LIGHT HOLLAND ANNOUNCES $750,000 CONVERTIBLE DEBENTURE UNIT OFFERING

Red Light Holland Corp. has negotiated an extension of the debenture that matured on March 31, 2024 (as described in the company's press release dated April 4, 2023, where the company announced it had originally finalized negotiations with the holder of convertible promissory note in relation to its acquisition of SR Wholesale BV), with the holder agreeing to increase their investment in the company. As such, the Company intends to complete a non-brokered private placement (the "Offering") of secured convertible debenture units of the Company (each, a "Debenture Unit") for aggregate gross proceeds of up to $750,000, at a price of $1,000 per Debenture Unit. Each Debenture Unit will consist of: (i) a $1,000 principal secured convertible debenture (each a "Debenture"); and (ii) 16,666.67 common share purchase warrants (each, a "Warrant") exercisable for 16,666.67 common shares in the Company (each, a "Share"). The principal of the Debenture may be converted into Shares at a conversion price of $0.06 per Share. Each Warrant entitles the holder thereof to acquire one additional Share (each, a "Warrant Share") at a price of $0.10 per Warrant Share for a period of 24 months from the date of issuance. The Debentures will mature on the date that is 12 months from the date of issuance. The Company will use the net proceeds from the Offering, after settling the 2023 Debenture, for the ongoing development of the Company's business model and for general working capital purposes.

About Red Light Holland Corp.

Red Light Holland is an Ontario-based corporation engaged in the production, growth and sale of functional mushrooms and mushroom home grow kits in North America and Europe, and a premium brand of psilocybin truffles to the legal, recreational market within the Netherlands, in compliance with all applicable laws.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any United States state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable United States state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

We seek Safe Harbor.