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PRESS RELEASE

Funding to Fuel Vision to Develop into a single of the Most Useful Cannabis Providers in the Globe

April four, 2019—VANCOUVER—Harvest Overall health & Recreation, Inc. (CSE: HARV, OTCQX: HRVSF) (“Harvest”), a vertically integrated cannabis corporation with a single of the biggest and deepest footprints in the U.S., right now announced that it has entered into an engagement agreement for a brokered private sale of up to 500,000 convertible debentures (the “Debentures”) of Harvest, at a value of US$1,000 per Debenture, for gross proceeds of US$500 million (the “Offering”). The Providing is intended to be closed in 5 tranches of 100,000 Debentures per tranche, more than a period of not extra than 18 months.  The net proceeds of the Providing will be utilised by Harvest for operating capital and basic corporate purposes.  The very first tranche of the Providing is anticipated to close on Might 1, 2019 and subsequent tranches are issuable at the selection of Harvest, topic to particular situations.  Concurrently with the engagement agreement, Harvest also entered into an agreement with a lead investor (the “Lead Investor”) to subscribe for the complete quantity of the Providing (the “Agreement”). Pursuant to the Agreement with the Lead Investor, Harvest is entitled, in its discretion, to challenge the further tranches of Convertible Debentures not significantly less than 60 days following the issuance of the promptly preceding tranche.

The Debentures will bear interest at a price of 7.% per annum from the closing date of every tranche, payable semi-annually in arrears on June 30 and December 30 of every year. The initial tranche of Debentures will be convertible at the selection of the holder to Subordinate Voting Shares of Harvest at a value of $15.38per Subordinate Voting Share, and every subsequent tranche will be convertible at the selection of the holder at a 15% premium to the volume weighted typical value (“VWAP”) of the Subordinate Voting Shares on the Canadian Securities Exchange for the 5 trading day period promptly preceding the closing of the relevant tranche.  Every tranche will mature 36 months from the date of issuance of such tranche.  In addition, Harvest may well need that any tranche of Debentures be converted if, at any time following the date that is 4 months and a single day following the issuance of the applicable tranche of Debentures, the everyday VWAP of the Subordinate Voting Shares is higher than a 40% premium to the applicable conversion value of a tranche for any 10 consecutive trading day period.

Commenting on the transaction, Harvest CEO Steve White stated “This transaction is fuel for development to recognize our vision of becoming a single of the most important cannabis corporations in the planet.  With the current announcement of our acquisition of Verano Holdings, not only will we have the biggest and deepest footprint of licenses in the U.S., we are equally effectively capitalized to assure our development ambitions as a corporation.”

Jason Vedadi, Executive Chairman of Harvest added “We recognize our position as a single of the leaders in the quick-expanding U.S. cannabis industry and this agreement continues our march towards generating unparalleled shareholder worth and creating the very first really national cannabis corporation.”

Upon completion of every of Tranches 1, two and three warrants (“Warrants”) in an quantity equal to 40%, 40% and 20% of the quantity of Subordinate Voting Shares issuable upon conversion of the very first, second and third Tranche of Debentures, respectively, will be issued to the purchasers of such Debentures.  Every Warrant will entitle the holder thereof to acquire a single Subordinate Voting Share for a period of 36 months from the date of challenge. Warrants issued pursuant to Tranche 1 will, topic to the policies of the CSE, have an exercising value equal to $18.17. Warrants issued pursuant to Tranche two and three will, topic to the policies of the CSE, have an exercising value equal to a 30% premium to the VWAP for the 5 trading day period promptly preceding the closing date of the relevant Tranche.

Eight Capital brokered the private placement for Harvest as the lead agent and sole bookrunner.

Closing is topic to situations that are customary for a transaction of this nature and the engagement letter may well be terminated by Eight Capital in particular situations. There can be no assurances that the private placement will be completed as proposed or at all.

About Harvest Overall health and Recreation

Harvest Overall health & Recreation Inc. is a single of the very first regularly lucrative, vertically integrated cannabis corporations with a single of the biggest footprints in the U.S. Harvest’s total vertical remedy incorporates business-major cultivation, manufacturing, and retail facilities, building, true estate, technologies, operational, and brand creating knowledge — leveraging in-home legal, HR and promoting teams, along with confirmed authorities in writing and winning state-primarily based applications. The corporation has extra than 680 workers with confirmed encounter, knowledge and expertise of in-home greatest practices that are drawn upon anytime Harvest enters new markets. Harvest’s executive group is comprised of leaders in finance, compliance, true estate and operations. Given that its founding in 2011, Harvest has grown its footprint just about every year, has been ranked as the third biggest cultivator in the U.S. and at the moment owns licenses for extra than 140 facilities across the U.S. Harvest shares timely updates and releases as element of its standard course of organization with the media and the interested public. For extra information and facts, check out: 

https://www.harvestinc.com/.

Forward-searching Statements

This press release consists of statements which constitute “forward-searching information” inside the which means of applicable securities laws, like statements concerning the plans, intentions, beliefs and existing expectations of Harvest with respect to future organization activities. Forward-searching information and facts is typically identified by the words “may,” “would,” “could,” “should,” “will,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect” or related expressions and involve information and facts concerning the completion of the providing or any tranche of the providing.

Investors are cautioned that forward-searching information and facts is not primarily based on historical information but alternatively reflects Harvest management’s expectations, estimates or projections regarding future benefits or events primarily based on the opinions, assumptions and estimates of management regarded as affordable at the date the statements are created. Though Harvest believes that the expectations reflected in such forward-searching information and facts are affordable, such information and facts includes dangers and uncertainties, and undue reliance ought to not be placed on such information and facts, as unknown or unpredictable elements could have material adverse effects on future benefits, efficiency or achievements of the combined Corporation. This forward-searching information and facts may well be impacted by dangers and uncertainties in the organization of Harvest and industry situations.

Really should a single or extra of these dangers or uncertainties materialize, or ought to assumptions underlying the forward-searching information and facts prove incorrect, actual benefits may well differ materially from these described herein as intended, planned, anticipated, believed, estimated or anticipated. Though Harvest has attempted to recognize crucial dangers, uncertainties and factors which could trigger actual benefits to differ materially, there may well be other folks that trigger benefits not to be as anticipated, estimated or intended. Harvest does not intend, and does not assume any obligation, to update this forward-searching information and facts except as otherwise expected by applicable law.

On behalf of the board of directors “Jason Vedadi

Get in touch with

Alex Howe

Powerplant Worldwide Approaches

[email protected]

202-271-7997