Mr. Brian Athaide reports

THE GREEN ORGANIC DUTCHMAN SIGNS AGREEMENT TO ACQUIRE LEADING EUROPEAN CBD COMPANY HEMPOLAND

The Green Organic Dutchman Holdings Ltd. has signed a definitive agreement to acquire 100 per cent of the issued and outstanding shares of privately held HemPoland in an immediately accretive cash and share transaction.

Transaction highlights:

• Acquisition cost of $7.75-million (U.S.) in cash and 1,968,323 restricted Green Organic Dutchman shares currently worth $7.75-million (U.S.) (about $20.4-million combined) with an additional $10.3-million (U.S.) ($13.5-million) cash investment for rapid European expansion;
• Additional performance based incentives of up to $12-million (U.S.) ($15.8-million) for delivery of $32-million (U.S.) ($42.1-million) of earnings before interest, taxes, depreciation and amortization in fiscal 2021;
• European gateway with distribution channels to over 750 million people and sales in over 700 locations across 13 countries;
• Premier selling CBD oil brand Cannabigold, a recognized leader in the European Union;
• 32,000 kilograms of dried flower production from 1,250 acres of cultivation;
• Leading innovative organic brand with diverse, novel product offerings and unique intellectual property.

HemPoland is a leading European manufacturer and marketer of premium organic CBD oils led by founder and chief executive officer Maciej Kowalski, one of Europe's most widely recognized CBD experts. This strategic acquisition provides access to HemPoland's vast distribution network, premium Cannabigold brand, state-of-the-art hemp oil extraction technologies, and provides a strategic pathway into the European market for Green Organic Dutchman's medical and recreational products and licensing deals.

Founded in 2014, HemPoland was the first company in Poland to obtain a state licence allowing the company to grow hemp and manufacture CBD oil products. HemPoland's management comprises experts in cultivation, oil extraction and marketing of high-quality organic CBD oil. The company is vertically integrated, with over 1,250 acres of cultivation leveraging third parties, multiple commercial scale extraction units, local distributors in Poland, Austria, Netherlands, Germany, United Kingdom, Italy, Switzerland, Portugal, Ireland, Czech Republic, Slovenia, Lithuania and Estonia, and product sales in over 700 locations. With a robust e-commerce platform, diverse wholesale model and over 60 employees, HemPoland has proven the ability to execute by rapidly scaling across the European Union in a short time frame. In 2017, the company produced over 32,000 kg of organic dried flower and 310 kg of organic CBD oils. The financial terms of the transaction are $7.75-million (U.S.) ($10.2-million) cash and 1,968,323 restricted Green Organic Dutchman shares currently worth $7.75-million (U.S.) ($10.2-million), which will be escrowed for a term of three years from closing. In addition, there is contingent consideration of up to 3,047,722 shares of Green Organic Dutchman currently worth $12-million (U.S.) ($15.8-million) based on delivery of $32-million (U.S.) ($42.1-million) EBITDA in the 2021 fiscal year. Green Organic Dutchman will invest a further $10.3-million (U.S.) ($13.5-million) in HemPoland to finance product development, research and development, drug development, and continue global expansion initiatives.

"HemPoland is a key component to a number of strategic acquisitions and planned partnerships focused on expanding our global distribution network. This acquisition will significantly add to the company's top and bottom line," said Brian Athaide, chief executive officer of Green Organic Dutchman. "Gaining market share with CBD products now, in the EU, with over 700 locations allows TGOD to establish immediate brand awareness across all verticals including infused beverages. This is an accretive acquisition and gateway to Europe's 750 million people accelerating our plan of becoming the world's largest organic cannabis brand."

"We are pleased to join forces with the premier brand in organic cannabis, TGOD, to scale the growth of our business both domestically and internationally," said Maciej Kowalski, founder and CEO of HemPoland. "The market and demand for premium organic cannabis and CBD oil is just the beginning, ultimately leading to a variety of higher-margin products. Having access to TGOD's capital, licensing deals, experienced leadership team and intellectual property will significantly drive momentum for our brand and our company. We are proud to be part of the TGOD family and look forward to becoming the global leaders in organic cannabis."

Closing of the transaction is subject to customary closing conditions and the approval of the Toronto Stock Exchange.

About The Green Organic Dutchman Holdings Ltd.

The Green Organic Dutchman Holdings is a research and development company licensed under the Access to Cannabis for Medical Purposes Regulations to cultivate medical cannabis. The company carries out its principal activities producing cannabis from its facilities in Ancaster, Ont., pursuant to the provisions of the ACMPR and the Controlled Drugs and Substances Act (Canada) and its regulations.

We seek Safe Harbor.