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Emerald Health Therapeutics Inc
Symbol EMH
Shares Issued 160,986,373
Close 2020-01-31 C$ 0.30
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Emerald Health closes shares-for-debt financing

2020-01-31 13:58 ET - News Release

Ms. Jenn Hepburn reports

EMERALD HEALTH THERAPEUTICS CLOSES SHARES FOR DEBT FINANCING

Emerald Health Therapeutics Inc. has closed its previously announced shares-for-debt financing.

Further to its news release dated Jan. 27, 2020, Emerald has settled $2,816,963 of the aggregate debt owed by Emerald to Emerald Health Sciences Inc., a control person of Emerald, in exchange for the issuance of 9,713,666 common shares of Emerald at a deemed value of 29 cents per debt share. The debt consists of: (i) $794,182 owed to Sciences pursuant to a previously disclosed loan agreement between the parties; and (ii) $2,022,781 owed to Sciences pursuant to trades payable. The debt settlement was approved by the independent members of the board of directors of Emerald, who determined that the fair market value of the securities being issued under the debt settlement and the consideration therefor were reasonable.

On a postclosing basis, Sciences holds approximately 39,401,608 of the issued and outstanding shares of Emerald, representing approximately 23.1 per cent of the issued and outstanding shares of Emerald on an undiluted basis.

As Sciences is a control person of Emerald, the debt settlement was considered to be a related party transaction, as defined under Multilateral Instrument 61-101. Emerald relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(a) thereof.

Emerald has also terminated the amended hemp supply agreement that it had entered into with Sciences in 2019.

About Emerald Health Therapeutics Inc.

Emerald Health Therapeutics is committed to creating new consumer experiences with recreational and wellness-oriented cannabis products. With an emphasis on innovation and production excellence, Emerald has built a platform of distinct operating assets designed to uniquely serve the Canadian marketplace and international opportunities. Emerald Health Therapeutics' 50-per-cent-owned Pure Sunfarms (PSF) operation in British Columbia, with high-quality, affordably priced products, is in full production at its first 1.1-million-square-foot greenhouse operation, Delta 3.

We seek Safe Harbor.

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