All Js Greenspace Announces Exercise of Warrants of Green Growth Brands Inc.

/NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES/

COLUMBUS, OH, May 22, 2019 /CNW/ - All Js Greenspace LLC ("All Js") announces that it has acquired ownership of an additional 19,097 proportionate voting shares ("PV Shares") of Green Growth Brands Inc. ("GGB") pursuant to the exercise of 19,097 PV Share purchase warrants at an exercise price of C$900 per PV Share, for aggregate consideration of C$17,187,300 (the "Warrant Exercise").

Prior to the Warrant Exercise, All Js owned an aggregate of 40,698  PV Shares on a non-diluted basis and 59,795 PV Shares on a partially-diluted basis, representing 100% and 100% respectively of GGB's issued and outstanding PV Shares. In addition, prior to the Warrant Exercise, All Js owned an aggregate of 37,464,236  common shares of GGB ("Common Shares") on a non-diluted basis and 38,011,111 Common  Shares on a partially diluted basis, representing 20.47 % and 20.71 % respectively of GGB's issued and outstanding Common Shares.

Immediately after the Warrant Exercise, All Js had ownership and control, directly or indirectly, of an aggregate of 59,795 PV Shares on a non-diluted basis and 59,795 PV Shares on a partially-diluted basis, representing 100% and 100% respectively of GGB's issued and outstanding PV Shares. In addition, immediately after the Warrant Exercise, All Js will be deemed to be the beneficial owner of an aggregate of 67,361,736 Common Shares on a partially diluted basis representing 41.1% of GGB's issued and outstanding Common Shares on a partially diluted basis.

All Js' acquisition was for investment purposes and All Js may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over securities of GGB through market transactions, private agreements, treasury issuances, exercise of warrants or otherwise.

A portion of the securities held by All Js are subject to the terms of a voluntary lock-up agreement signed by All Js in connection with the business combination of Xanthic Biopharma Inc. and Green Growth Brands Ltd. that closed on November 9, 2018. In addition, All Js and GGB, among others, entered into a nomination rights agreement dated November 9, 2018 (the "Nomination Rights Agreement") and All Js and GGB entered into a registration rights agreement dated November 9, 2018 (the "Registration Rights Agreement") each setting forth certain rights and obligations of All Js in connection with its securityholdings in GGB. The terms of the Nomination Rights Agreement and the Registration Rights Agreement will be further described in the Early Warning Report filed in connection with this press release and have been filed under GGB's profile on the SEDAR website at www.sedar.com.

All Js's head office is located at 4300 E. Fifth Avenue, Columbus, Ohio, 43219. All Js is formed under the State of Ohio and its principal business is a holding company. A copy of this Early Warning Report will appear under the profile of GGB on the SEDAR website at www.sedar.com. GGB's head office is located at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9.

Cautionary Statements:

Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "intend" and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to subsequent financings of GGB. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving medical and recreational marijuana; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the marijuana industry in the United States, income tax and regulatory matters; competition; currency and interest rate fluctuations and other risks. 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this release is made as of the date hereof and All Js is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal.

The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

SOURCE All Js Greenspace LLC

or to obtain a copy of the Early Warning Report, please contact: Michael Broidy, 614-449-4200, [email protected].