Green Growth Brands completes upsized raise of $85 million to satisfy overwhelming investor demand

Markets eager to back proven blue chip retailers in the evolving cannabis space

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TORONTO, Sept. 25, 2018 /CNW/ - Green Growth Brands Ltd. ("GGB" or the "Company") is pleased to announce that it has raised C$85 million in a private placement, overachieving on its initial target of C$55 million.  Intense interest in the placement led to the increased offering, with over 75 per cent of orders originating from highly sophisticated strategic investors. GGB is now positioned to scale up and compete with established players in the both the North American and international cannabis markets.

The gross proceeds of C$85 million are pursuant to a private placement of unsecured 12 per cent convertible debentures at a price of $1,000 per debenture (the "Ðebentures") (the "Debenture Financing").

"We're extremely pleased with the success of this round of financing," said Peter Horvath, CEO of Green Growth Brands. "We received significant interest from a number of strategic investors and decided to increase the round to $85 million to bring them on board.  This oversubscription confirms investors' confidence in our story, our brands and our team."

"The chance to participate in an early-stage cannabis company with global potential was also attractive to investors," continued Horvath. "While our competitors are mainly focusing only on the U.S. market, our backers were particularly interested in our ability to operate on a global level.  That, combined with our strong foundation in the significant and growing U.S. cannabis market, made this a unique opportunity that our investors didn't want to pass up."

US$30,347,500 of the net proceeds of the Debenture Financing was loaned to Xanthic Biopharma Inc. ("Xanthic") pursuant to a loan agreement dated August 30, 2018 among GGB, GGB Nevada LLC ("GGB Nevada") and Xanthic (the "Loan Agreement"). The balance of the net proceeds remains available to GGB for general corporate and working capital purposes and to finance potential acquisition activity.

The Company previously announced that it has entered into an arm's length business combination agreement (the "Definitive Agreement") with Xanthic pursuant to which Xanthic and GGB have agreed to combine by way of amalgamation (the "Business Combination").

About Green Growth Brands

Green Growth Brands is a lifestyle-oriented, consumer products company that celebrates health, wellness and happiness. Led by widely-renowned retailer Peter Horvath, GGB is focused on the global medicinal and recreational cannabis sector and is the parent company of the CAMP brand. The Business Combination represents the initial step in GGB's strategy to grow its international footprint, through partnerships with cannabis cultivators and processors globally. 

Further Information:

Further details about the Business Combination and the resulting issuer will be provided in the disclosure document to be prepared and filed in respect of the Business Combination.

Completion of the Business Combination is subject to a number of conditions, including but not limited to, Canadian Securities Exchange acceptance. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or listing statement to be prepared in connection with the Business Combination, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.

The Canadian Securities Exchange has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this press release.

Cautionary Statements:

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to, among other things, the completion of the Business Combination, the issuance of GGB Units and Resulting Issuer Units, future acquisitions by GGB, shareholder approval and the parties' ability to receive necessary approvals. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Business Combination will occur, or that if the Business Combination does occur, it will be completed on the terms described above.

The forward-looking information contained in this release is made as of the date hereof and the Company 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. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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 Green Growth Brands

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