TORONTO, Aug. 29, 2024 /CNW/ - Heritage Cannabis Holdings Corp. (CSE: CANN) (OTCQX: HERTF) ("Heritage" or the "Company") today announces, that, in connection with its creditor protection proceedings under the Companies' Creditors Arrangement Act (the "CCAA") and its previously announced sale and investment solicitation process approved as part of the CCAA proceedings, the Company completed the transaction (the "Transaction") contemplated by the amended and restated stalking horse subscription agreement (the "Amended and Restated Stalking Horse Agreement") entered into on June 17, 2024 among, inter alios, the Company, Heritage Cannabis West Corporation, Heritage Cannabis East Corporation, as vendors and HAB Cann Holdings Ltd. ("HAB Cann"), as the purchaser.

As announced in the Company's April 15, 2024 press release, the Company and its Canadian subsidiaries (collectively, the "Heritage Group") obtained an initial order (as amended and restated from time to time, the "Initial Order") from the Ontario Superior Court of Justice (Commercial List) (the "Court") granting the Heritage Group protection under the CCAA. The Initial Order, among other things, appointed KPMG Inc. as the Court-appointed monitor of the Heritage Group (the "Monitor").

On June 26, 2024, the Court granted an order under the CCAA (the "Approval and Reverse Vesting Order") pursuant to which the Court, among other things, approved the Amended and Restated Stalking Horse Agreement and the transactions contemplated thereunder. Among other things, the Approval and Reverse Vesting Order, authorized and directed Heritage to, (1) issue the Purchased Shares (as defined in the Amended and Restated Stalking Horse Agreement) to HAB Cann, and, (2) upon closing of the Transactions deemed all Equity Interests (as defined in the Approval and Reverse Vesting Order) of Heritage other than the Purchased Shares as having been terminated and cancelled without consideration. The Approval and Reverse Vesting Order is available on the Monitor's Website (as defined below).

The common shares of the Company were delisted from the Canadian Securities Exchange at the close of business on August 26, 2024, and from the OTC Pink at the close of business on August 28, 2024.

On August 27, 2024, an order was issued by the Ontario Securities Commission ("OSC") for the partial revocation of the failure-to-file cease trade order ("FFCTO") issued by the OSC on April 8, 2024 as a result of the Company's failure to file certain continuous disclosure documents. The Company will be filing with the OSC an application for a full revocation of the FFCTO and an application to cease to be a reporting issuer in each of Alberta, British Columbia, New Brunswick, Nova Scotia and Ontario.

Additional information regarding the Heritage Group's CCAA proceedings and the Transaction can be found on the Monitor's website (the "Monitor's Website") at https://kpmg.com/ca/heritage.

Notice regarding forward-looking statements

This press release contains forward-looking information within the meaning of Canadian securities laws. Such forward-looking information includes, without limitation, statements relating to the Company's application for a full revocation of the FFCTO and to cease to be a reporting issuer in each of Alberta, British Columbia, New Brunswick, Nova Scotia and Ontario. Forward-looking information is subject to known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those expressed or implied by the forward-looking information. Such risks include the failure of the Company to satisfy the securities regulatory requirements for obtaining the full revocation order and/or the cease to be a reporting issuer order. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that forward-looking information contained in this press release are made as of the date of this press release. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE Heritage Cannabis Holdings Corp.