Harvest Enterprises, Inc. Announces Proposed Reverse Takeover of RockBridge Resources Inc.

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PHOENIX, AZ and TORONTO, Oct. 1, 2018 /CNW/ - Harvest Enterprises, Inc. ("Harvest" or the "Company"), a vertically integrated cannabis company with permits and licenses in 10 US states (including local approvals in Massachusetts), announced that it has signed a letter of intent with RockBridge Resources Inc. ("RockBridge") to complete a reverse takeover transaction and list on the Canadian Securities Exchange (the "Proposed Transaction"). The closing of the Proposed Transaction is subject to completion of due diligence, execution of definitive agreements and receipt of all necessary regulatory, shareholder and third party consents and approvals.

Founded in Arizona in 2011, Harvest now has the largest footprint in its home state, the third largest medical cannabis market in the U.S. and one of the most mature regulated cannabis markets in the world. In the last six years, Harvest has consistently grown its revenues and footprint across the U.S., and now has permits and licenses in 10 US states (including local approvals in Massachusetts), with planned expansion into a number of others by 2020. Harvest reported US$29 million of revenue in 2017. To date, Harvest has made a total of $18 million in investments and secured more than 40 permits and licenses across the U.S.

"The legalization of cannabis isn't just happening in North America – the movement to bring cannabis to more patients and consumers is happening around the globe – however, there are very few companies that are truly well-positioned to capitalize on this opportunity," said Steve White, founder and CEO of Harvest. "We expect to continue to drive profitability, growth, operational excellence and best practices and look forward to expanding into new markets, where we expect that we can make a real impact."

"With one of the biggest footprints in the business and growing every day, Harvest has built more with less" said Harvest Executive Chairman Jason Vedadi.

"Spending on legal cannabis worldwide is expected to exceed $57 billion in the near to medium term" said Ben Kimbro, Harvest's Director of Public Affairs. "With its successful track record in the cannabis industry, Harvest believes that it is well positioned to take advantage of this unprecedented market opportunity."

Harvest concurrently intends to complete a brokered private placement (the "Harvest Financing") of subscription receipts (the "Harvest Subscription Receipts") to accredited investors through a special purpose vehicle. Harvest has engaged Eight Capital (as sole bookrunner), GMP Securities Inc. and Canaccord Genuity Corp., leading Canadian independent investment dealers, to act as co-lead agents in connection with the Harvest Financing. The Harvest Subscription Receipts are proposed to be exchanged, upon the satisfaction of certain conditions, for common shares of the special purpose vehicle, which shares will then be exchanged for post-consolidation common shares of RockBridge ("Rockbridge Shares") in connection with the Proposed Transaction, on a one-for-one basis.

Further details of the Proposed Transaction will be included in subsequent news releases and disclosure documents (which will include business and financial information in respect of Harvest) to be filed by the Company and RockBridge in connection with the Proposed Transaction. It is anticipated that closing of the Proposed Transaction will take place in the fourth quarter of 2018.

About Harvest Enterprises, Inc.:

Harvest Enterprises, Inc. is a vertically integrated cannabis company with one of the largest footprints in the world. Harvest's industry-leading cultivation, manufacturing, retail facilities, construction, real estate and technologies are backed by experienced, in-house finance, compliance, operations, real estate, human resources, marketing and legal teams, who have a proven and trusted track record in the cannabis industry. Harvest's 250+ employees and established best practices are leveraged daily to consistently drive innovation and growth. Harvest continues to broaden its operations in the most productive and strategic markets while servicing patients, consumers and the cannabis industry at large. A recognized leader in the cannabis industry, Harvest holds itself to what it believes to be the most stringent health, safety and quality standards in the industry when it comes to the growth, production and sale of cannabis medicines and products for consumers Since Harvest was founded in 2011, the company has donated more than $500,000 to veterans, seniors, children, patients-in-need and other charitable recipients. For more information, visit: https://www.harvestinc.com/.

As noted above, completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, the voluntary delisting of the RockBridge Shares from the TSXV and listing on the Canadian Securities Exchange. There can be no assurance that the Proposed Transaction 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) has in any way passed upon the merits of the Proposed Transaction nor accepts responsibility for the adequacy or accuracy of this news release.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities under the Harvest Financing in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information and 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 United States 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". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the Proposed Transaction and the Harvest Financing, expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, the timing for holding the special meeting of shareholders of the Company and the timing for completing the Proposed Transaction, expectations for the effects of the Proposed Transaction or the ability of the combined company to successfully achieve business objectives, expectations regarding whether the Harvest Financing will be consummated, and expectations for other economic, business, and/or competitive factors.

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. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to consummate the Proposed Transaction and the Harvest Financing; the ability to obtain requisite regulatory and securityholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the ability to satisfy the conditions to the consummation of the Harvest Financing or to the conversion of the Harvest Subscription Receipts; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction and the Harvest Financing. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

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 is expressly qualified in its entirety by this notice.

SOURCE Harvest Enterprises, Inc.

Alex Howe - [email protected]