Heritage Cannabis Obtains Creditor Protection to Pursue Restructuring and Sales Process

Toronto, ON, April 02, 2024 (GLOBE NEWSWIRE) -- Heritage Cannabis Holdings Corp. (CSE: CANN) (OTCQX: HERTF) (“Heritage” or the “Company”), today announces that the Company and its subsidiaries sought and obtained an order for creditor protection (the “Initial Order”) from the Ontario Superior Court of Justice (Commercial List) (the “Court”) pursuant to the Companies’ Creditors Arrangement Act (the “CCAA”).

The difficult but necessary decision to commence CCAA proceedings was made after careful consideration of the Company’s financial position, while evaluating all available alternatives and engaging in significant consultation with legal and financial advisors. Additionally, on April 1, 2024, the Company’s senior secured lender, BJK Holdings Ltd. (the “Lender”), made demand to the Company for payment in full of certain indebtedness owing by the Heritage Group to the Lender in the amount of $8,421,088.87, excluding legal fees of the Lender’s counsel.

The Initial Order includes, among other things: (i) a stay of proceedings in favour of the Company and its Canadian subsidiaries; and (ii) the appointment of KPMG Inc. as monitor of the Company (in such capacity, the “Monitor”). The Initial Order also extends the stay of proceedings to certain U.S. affiliates of the Company who are not applicants in the CCAA proceedings.

The board of directors of the Company will remain in place and management will remain responsible for the day-to-day operations of the Company, under the general oversight of the Monitor.

Heritage intends to seek approval of a sale and investment solicitation process (the “SISP”), which, if approved, would allow interested parties to participate in the process in accordance with the SISP procedures. Additional details in respect of the SISP will be disclosed in due course.

It is anticipated that the Canadian Securities Exchange (the “CSE”) will place the Company under delisting review and that there can be no assurance as to the outcome of such review or the continued qualification for listing on the CSE.

Additional information regarding the CCAA proceeding can be found on the Monitor’s website at .

About Heritage Cannabis Holdings Corp.

Heritage is a leading cannabis company offering innovative products to both the medical and recreational legal cannabis markets in Canada and the U.S., operating two licensed manufacturing facilities in Canada. The company has an extensive portfolio of high-quality cannabis products under the brands Purefarma, Pura Vida, RAD, Adults Only, Juicy Hoots, Premium 5, Thrifty, feelgood., the CB4 suite of medical products in Canada and ArthroCBD in the U.S.

ON BEHALF OF THE BOARD OF DIRECTORS OF HERITAGE CANNABIS HOLDINGS CORP.

“David Schwede”

David Schwede

CEO

For more information contact:

Kelly Castledine

Tel: 647-660-2560

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”.

By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements.

An investment in securities of the Company is speculative and subject to several risks including, without limitation, the risks discussed under the heading “Risks and Uncertainties” in the Company’s annual management discussion and analysis for the year ended October 31, 2023. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

In connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice.