KELOWNA, BRITISH COLUMBIA – August 6, 2019 – Citation Growth Corp. (formerly, Liht Cannabis Corp.) (CSE: CGRO) (OTCQX: CGOTF) (“Citation” or the “Company“), a licensed cannabis cultivator and producer, is pleased to announce that, further to the Company’s press release dated July 24, 2019, on August 2, 2019 it closed the previously announced transaction (the “Transaction“) to acquire the ACC Group of Companies (“ACC“), a Nevada-based group of companies licensed for cannabis cultivation and well-known for its award-winning cannabis cultivars. The Company believes the integration of ACC into Citation’s existing cultivation and extraction infrastructure will support its continuing corporate growth strategy to become a leading multi-state operator of cannabis assets across the United States (“U.S.“) and Canada, as applicable legislation and regulations may permit. 

 Rahim Mohamed, the newly appointed President of Citation commented, “The acquisition of ACC provides the fuel required to accelerate Citation’s movement to large-scale cannabis cultivation and production. Pairing complimentary cultivation and seed genetics assets provided by ACC with Citation’s Nevada production facility and advanced propagation techniques gives the Company the resources necessary to rapidly expand throughout the legal cannabis market in the State of Nevada and beyond.” 

Citation anticipates that the acquisition of ACC, pursuant to the closing of the Transaction (“Closing“), will: 

  • create one of the largest license holders for cultivation in the State of Nevada, with an estimated consolidated licensed footprint for the combined entity of up to 569,600 ft2, including up to 16,000 ft2 in processing space for cannabis concentrates and edibles, assuming the successful completion of all proposed site phases. The Company estimates capital expenditure requirement for the combined entity of approximately US$90MM, which the Company anticipates will be made available through a combination of equity and non-dilutive debt financings, as well as from the reinvestment of profits generated from the Company’s operations; 
  • significantly enhance Citation’s Nevada operations by combining the Company’s comprehensive experience in organic cultivation techniques with ACC’s award-winning seed genetics program, fostering a new, premium cannabis powerhouse in the State of Nevada, and any such other jurisdictions it may enter, as regulations and legislation may permit; 
  • provide the opportunity to build upon ACC’s successful CY2018 unaudited financial performance, where it achieved revenue of approximately US$7.9MM, gross margin of approximately 57%, and adjusted EBITDA of approximately US$1.0MM; 
  • provide Citation with an approximate (ACC management-estimated) annualized US$114MM in additional forward-looking revenue, at an (ACC management-estimated) annualized EBITDA margin of approximately 25%, assuming the completion of all proposed phases and maximum 
  • operational efficiencies being realized, with an estimated capital expenditure requirement of approximately US$50MM; and 
  • enhance the Company’s suite of portfolio products with the addition of three (3) new, established brands within the State of Nevada, including BluntBox, Garden of Weeden, and Superior, to complement Citation’s established FIORE cannabis flower brand. 

Shares issuable upon the exercise of the Amended Warrants) issued to management of ACC pursuant to the Transaction are subject to three (3) year escrow provisions (“Escrow“) substantially similar to those that are required for an emerging issuer under National Policy 46- 201 Escrow for Initial Public Offerings. All other Common Shares, including any Common Shares issued in exchange for outstanding convertible securities in the acquired ACC entity, are subject to resale restrictions under the Securities Act (British Columbia) which do not allow for any resale or transfer until the date that is four (4) months and one (1) day following Closing, as well as application restrictions under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“). 

Grant of Performance and Retention Bonus Shares 

Citation also announces that the Company’s Board of Directors approved the grant of Common Shares pursuant to a performance bonus (“Performance Bonus Shares“) to certain directors, officers and employees of the Company that shall vest upon the achievement of certain performance milestones as well as the grant of Common Shares as a retention bonus (“Retention Bonus Shares” and collectively with the Performance Bonus Shares, the “Bonus Shares“) to certain key employees. An aggregate of 3,150,000 Bonus Shares were issued by the Company. The Bonus Shares will vest on the date that is four months from the date of issue. 

Issuance of Shares in Lieu of Cash 

The Board of Directors also approved the issuance of an aggregate of 1,100,000 Common Shares in lieu of cash to certain consultants for services rendered in connection with the development of the Company’s 

property located in Celista, British Columbia. The Common Shares issued in lieu of cash are subject to a four month and one day hold in accordance with applicable securities laws. 

About Citation Growth Corp. 

Citation Growth Corp. is a publicly traded company that has been investing in the medical and recreational cannabis space since 2014. Citation has rapidly expanded its operating portfolio to include cultivation, production, and dispensary locations in key North American state-legal jurisdictions and is seeking expansion opportunities worldwide. 

About the ACC Group of Companies 

The ACC Group of Companies is a group of privately held companies that have held indoor cannabis cultivation licenses in the State of Nevada since 2014. Primarily located in Pahrump, Nevada, ACC prides itself on its expansive collection of premium cannabis cultivars and its innovative seed genetics program. 

For Further Information: 

Rahim Mohamed, President 

RM@citationgrowth.com (403) 605-9429 

Paul Searle, Corporate Communications 

(604) 602-9629 

psearle@citygatecap.com 

www.citationgrowth.com 

Stock Exchanges: 

Citation trades in Canada, under the ticker symbol “CGRO” on the CSE, and in the U.S., under the ticker symbol “LIHTD” on the OTCQX Best Market (the “QTCQX“). The Company also trades on other recognized platforms in Europe including Frankfurt, Stuttgart, Tradegate, L & S, Quotnx, Dusseldorf, Munich, and Berlin. 

Neither the CSE nor its Regulation Services Provider, nor the OTCQX has approved nor disapproved the contents of this press release. Neither the CSE, nor the OTCQX accepts responsibility for the adequacy or accuracy of this release. 

Marijuana Industry Involvement: 

The Company owns marijuana licenses in California and Nevada. Marijuana is legal in each state; however, marijuana remains illegal under United States federal law and the approach to enforcement of U.S. federal law against marijuana is subject to change. Shareholders and investors need to be aware that federal enforcement actions could adversely affect their investments and that the Company’s ability to support continuing U.S.-based operations and its access private and public capital could be materially adversely affected. 

The Company’s business is conducted in a manner consistent with state law and is in compliance with applicable state licensing requirements in the U.S. The Company has internal compliance procedures in place and has compliance focused attorneys engaged in jurisdictions to monitor changes in laws for 

compliance with U.S. federal and state law on an ongoing basis. These law firms inform any necessary changes to our policies and procedures for compliance in Canada and the U.S. 

Unlike in Canada which has Federal legislation uniformly governing the cultivation, distribution, sale and possession of cannabis under the Cannabis Act (Canada), readers are cautioned that in the U.S., cannabis is largely regulated at the state level. To the knowledge of the Company, there are to date a total of 33 states, plus the District of Columbia, that have legalized cannabis in some form. Notwithstanding the permissive regulatory environment of medical cannabis at the state level, cannabis continues to be categorized as a controlled substance under the Controlled Substances Act in the U.S. and as such, cannabis-related practices or activities, including without limitation, the manufacture, importation, possession, use or distribution of cannabis are illegal under U.S. federal law. Strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under the U.S. federal law, nor will it provide a defense to any U.S. federal proceeding, which may be brought against the Company. Any such proceedings brought against the Company may materially adversely affect its operations and financial performance in the U.S. market. 

Currently, listings of Canadian companies on the CSE will remain in good standing as long as they provide the disclosure that is required by the applicable Canadian securities regulators and complying with applicable licensing requirements and the regulatory framework enacted by the applicable state in which they operate. 

Forward-Looking Statements: 

This news release contains forward-looking statements that relate to our current expectations and views of future events. These statements relate to future events or future performance. Statements which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future including words or phrases such as “anticipate”, “become”, “objective”, “may”, “will”, “might”, “should”, “could”, “can”, “intend”, “expect”, “believe”, “estimate”, “predict”, “potential”, “plan”, “is designed to”, “project”, “continue”, or similar expressions suggest future outcomes or the negative thereof or similar variations. Forward-looking statements may also include, among other things, statements about the Company’s: ability to reinvest profits generated from its operations; future business strategy; realization of the anticipated benefits of the Transaction; expectations of obtaining licenses and permits; expectations regarding expenses, sales and operations; future customer concentration; anticipated cash needs and estimates regarding capital requirements and the need for additional financing; ability to raise future financing; completion of all proposed site phases; the ability to expand into other states; expectations of operational efficiencies; total processing capacity; the ability to anticipate the future needs of customers; plans for future products and enhancements of existing products; future growth strategy and growth rate; future intellectual property; regulatory approvals and other matters; and anticipated trends and challenges in the markets in which the Company may operate. 

Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for our products; anticipated costs and ability to achieve goals; the Company’s ability to complete any contemplated transactions; historical prices of cannabis; and that there will be no regulation or law that will prevent the Company or ACC from operating its businesses; the state of the economy in general and capital markets in particular; present and future business strategies; the environment in which the Company will operate in the future; the estimated size of the cannabis market; and other factors, many of which are beyond the control of the Company. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks. Although the Company believes that the assumptions underlying 

these statements are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, the reader should not place undue reliance on these forward-looking statements. 

Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: accuracy of information provided by management of ACC to the Company regarding its management estimated future capital expenditure costs, revenue, unaudited financials, and timeframe for the completion of its Pahrump, Nevada facility; business, economic and capital market conditions; the ability to manage the Company’s operating expenses, which may adversely affect the Company’s financial condition; the Company’s ability to remain competitive; regulatory uncertainties; market conditions and the demand and pricing for our products; exchange rate fluctuations; the risk of difficulties in the integration of the Company and ACC; security threats; the Company’s relationships with its customers, distributors and business partners; the Company’s ability to attract, retain and motivate qualified personnel; industry competition; the impact of technology changes on the Company’s products and industry; the Company’s ability to successfully maintain and enforce its intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of litigation that could materially and adversely affect our business; the Company’s ability to manage its working capital; and the Company’s dependence on key personnel. The Company is not a positive cash flow company and it may not actually achieve its plans, projections, or expectations (the Company and ACC have a history of losses). 

Important factors that could cause actual results to differ materially from the Company’s expectations include, consumer sentiment towards the Company’s products and cannabis generally; risks related to the Company and ACC’s ability to maintain its licenses issued by governments in good standing; uncertainty with respect to the Company and ACC’s ability to grow, store and sell cannabis; risks related to the costs required to meet the obligations related to regulatory compliance; risks related to the extensive control and regulations inherent in the industry in which the Company and ACC operate; risks related to governmental regulations, including those relating to taxes and other levies; risks related an early stage business and a business involving an agricultural product and a regulated consumer product; risks related to building brand awareness in a new industry and market; risks relating to restrictions on sales and marketing activities imposed by governments; risks inherent in the agricultural business; risks relating to energy costs; risks relating to product liability claims, regulatory action and litigation; risks relating to recall or return of products; and risks relating to insurance coverage; global economic climate; equipment and building failures; increase in operating costs; decrease in the price of cannabis; security threats; government regulations; loss of key employees and consultants; additional funding requirements; volatility in the securities of the Company; changes in laws; technology failures; failure to obtain permits and licenses; anticipated and unanticipated costs; competition; risks associated with the substantial obligations of being a public company; and failure of counterparties to perform their contractual obligations. This list is not exhaustive of the factors that may affect the forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. 

Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this news release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to the reader or any person resulting from the use of the information in this news release by the reader or its representatives or for omissions from the information in this news release. 

To the extent any forward-looking information in this press release constitutes “future-oriented financial information” or “financial outlooks” within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated product sales of the Company and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to the risks set out above under the heading “Forward- Looking Statements”. 

“EBITDA” (earnings before interest, tax, depreciation and amortization) and “adjusted EBITDA” (net income or loss before income taxes or recovery, depreciation and amortization, interest expense, interest income, share-based payments, fair value adjustments on biological assets and inventory, impairments, transaction and acquisition costs, unrealized gains or losses in fair value of derivatives, share of income or loss from investments in associates and joint ventures and gain or loss on other investments) do not have any standardized meaning as prescribed by International Financial Reporting Standards (“IFRS“) as issued by the International Accounting Standards Board, and, therefore, are considered non-GAAP measures and may not be comparable to similar measures presented by other issuers. The Company believes the non- GAAP measure of “EBITDA” and “adjusted EBITDA”, combined with IFRS measures, such as revenue and net loss, are useful measures to its shareholders as management relies on such measures to provide insight into future operations. Readers are cautioned, however, that “EBITDA” and “adjusted EBITDA” should not be construed as an alternative to financial measures determined in accordance with GAAP or IFRS as an indicator of the Company’s financial performance. Readers are also advised that while the Company realizes certain revenue through long-term service arrangements with its client brands, current state regulatory restrictions and U.S. federal restrictions may prevent the Company from consolidating the financial results of such brands. 

The securities of the Company are considered highly speculative due to the nature of the Company and ACC’s businesses. 

All information in this news release concerning ACC has been provided for inclusion herein by ACC. Although the Company has no knowledge that would indicate that any information contained herein concerning ACC is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information. 

Accordingly, readers should not place undue reliance on forward-looking statements. Financial amounts are in United States Dollars, unless otherwise specified. 

Not an Offer or Solicitation: 

This press release is not an offer of the Company’s securities for sale in the U.S. The securities may not be offered or sold in the U.S. absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the U.S. The Company’s securities have not been and will not be registered under the U.S. Securities Act. 

KELOWNA, BRITISH COLUMBIA – June 17, 2019 – Citation Growth Corp. (formerly Liht Cannabis Corp.) (CSE: CGRO) (OTCQX: LIHTD) (“Citation” or the “Company”), a licensed cannabis cultivator and producer, is pleased to announce that, further to the Company’s press release dated May 24, 2019, it has executed a definitive agreement (the “Definitive Agreement”) to acquire all of the equity interests of the ACC Group of Companies (“ACC”), a Nevada-based group of companies licensed for cannabis cultivation and well-known for its award-winning cannabis cultivars. Following the completion of the transaction contemplated in the Definitive Agreement (the “Proposed Transaction”), the Company believes the integration of ACC will reaffirm Citation’s continuing corporate growth strategy: to become a leading multi-state operator (MSO) of cannabis cultivation and production assets across the United States and Canada, as legislation and regulations may permit.

Rahim Mohamed, Chief Executive Officer of Citation, reiterated his earlier comments, stating, “Citation believes the accretive benefits derived from the acquisition of ACC, which includes the group’s advanced cannabis cultivars program, will provide Citation with an experienced and operationally diverse cannabis industry partner with which to progress our triple-organic-certified cultivation program – to set new industry standards for quality, cost, and margin in every jurisdiction in which we operate.” Mr. Mohamed continued, “Citation anticipates the superior quality, capacity, and reputation afforded by the acquisition of ACC will transform our Nevada program and position the company to become the pre-eminent cannabis cultivator and producer in the state.”

Following the closing of the Proposed Transaction (the “Closing”), Citation believes that it will have completed a key strategic alignment in the State of Nevada, providing the launchpad to become a dominant cultivator and distributor of premium cannabis products to the State’s vibrant medical and recreational markets. The Company further anticipates that the integration of ACC’s innovative agronomic ability and cannabis marketing infrastructure will help bolster Citation’s considerable triple-organic-certified cannabis cultivation and production experience.

Following the Closing of the Proposed Transaction, Citation anticipates that the acquisition of ACC will:

  • create one of the largest license holders for cultivation in the State of Nevada, with an estimated, consolidated licensed footprint for the combined entity of up to 569,600 ft2, including up to 16,000 ft2 in processing space for cannabis concentrates and edibles, assuming the successful completion of all proposed site phases, with an estimated capital expenditure requirement for the combined entity of approximately US$90MM , which the Company anticipates will be made available through a combination of equity and non-dilutive debt financings, as well as from the reinvestment of profits generated from the Company’s operations; 
  • significantly enhance Citation’s Nevada operations by combining the Company’s comprehensive experience in organic cultivation techniques with ACC’s award-winning seed genetics program, fostering a new, premium cannabis powerhouse in the State of Nevada, and any such other jurisdictions it may enter, as regulations and legislation may permit; 
  • provide the opportunity to build upon ACC’s successful CY2018 management estimated unaudited financial performance, where it achieved revenue of approximately US$7.9MM, gross margin of  approximately 57%, and adjusted EBITDA of approximately US$1.0MM
  • provide Citation with an approximate ACC management-estimated, annualized US$114MM in additional forward-looking revenue, at an ACC management-estimated, annualized EBITDA margin of approximately 25%, assuming the completion of all proposed phases and maximum operational efficiencies being realized, with an estimated capital expenditure requirement of approximately US$50MM; and 
  • enhance the Company’s suite of portfolio products with the addition of three (3) new, established brands within the State of Nevada, including BluntBox, Garden of Weeden, and Superior, to complement Citation’s established FIORE cannabis flower brand. 

Howard Misle, who will be joining Citation as the Company’s Chief Executive Officer upon the Closing of the Proposed Transaction, restated his earlier comments, “ACC has been pleased to observe the significant traction and rapid growth achieved by the Citation team since its entrance into the Nevada cannabis market, while also noting Citation’s reputation is quickly becoming synonymous with success, innovation, and high- quality production.” Mr. Misle added, “In electing to partner with Citation and its experienced management team, ACC believes it will gain the expanded platform and capital markets support network necessary to leverage our collective success, allowing for an eye toward future growth outside of the State of Nevada.” Following the appointment of Howard Misle as Chief Executive Officer, Rahim Mohamed will serve as President of the Company. 

Terms of the Proposed Transaction 

Upon the Closing of the Proposed Transaction, it is intended that the Company will issue an aggregate 35,000,000 common shares (the “Consideration Shares“) to the former securityholders of the parent ACC entity, which amount shall be inclusive of the approximately 11,500,000 in Company common shares (“Common Shares“) issuable upon the conversion of the ACC Amended Notes (as defined below). 

The parent ACC entity currently has approximately US$15,000,000 in convertible notes (the “Notes“) outstanding. As a condition of the Proposed Transaction, the holders of the Notes have agreed to restructure the Notes such that all principal and interest outstanding at the time of Closing will convert into Company units comprised of one (1) Consideration Share and one (1) Common Share purchase warrant (the “Amended Warrants“), with each full Amended Warrant exercisable at C$2.50 per Common Share for a period of twenty-four (24) months following the Closing (the “ACC Amended Notes“). The Amended Warrants will contain an acceleration provision such that in the event the volume-weighted average trading price of the Common Shares on the Canadian Securities Exchange (“CSE“) is greater than C$3.50 for a period of ten (10) consecutive trading days, the Company may, upon providing notice to the holders of the Amended Warrants, accelerate the expiry of the Amended Warrants to a period that is thirty (30) days from the date such notice is given. 

All Consideration Shares (including Common Shares issuable upon the exercise of the Amended Warrants) issued to management of ACC pursuant to the Proposed Transaction will be subject to three (3) year escrow provisions (“Escrow“) substantially similar of those that are required for an emerging issuer under National Policy 46-201 Escrow for Initial Public Offerings. All other Consideration Shares, including any Consideration Shares issued in exchange for outstanding convertible securities in the parent ACC entity, shall be subject to resale restrictions which will not allow for any resale or transfer until the date that is four (4) months and one (1) day following completion of the Proposed Transaction. 

Further, subject to the policies of the CSE and applicable securities legislation, the Company and ACC will negotiate in good faith to implement a management incentive plan allowing for the issuance of up to US$10,000,000 in Common Shares, based upon the achievement of certain performance milestones for each its Canadian and United States (“U.S.“) operations. 

Equity and Debt Financing 

As announced in the Company’s press release dated May 24, 2019, the Company intends to undertake an equity financing of up to US$10MM. The net proceeds of the proposed equity financing are intended to be directed toward: (a) further development of the Company’s Celista, British Columbia property, which will include planned construction of up to 20,000 ft2 of indoor cultivation space and the securing of a temporary cannabis cultivation license under the Access to Cannabis for Medical Purposes Regulations (ACMPR) and the Cannabis Act (Canada), which management of the Company estimates will require approximately US$2.45MM in initial capital expenditures for the collective activities; and (b) following the Closing, the expansion of ACC’s current cultivation and production footprint in Pahrump, Nevada by an additional 31,600 ft2, which management of ACC estimates will require approximately US$4.05MM in initial capital expenditures. Any net proceeds from the proposed equity financing that remain uncommitted will be directed toward the exploration of additional growth opportunities, working capital, and general corporate purposes. To complement the equity financing, and as previously announced, the Company will also pursue a potential debt financing of up to US$17MM, secured against the Company’s North Las Vegas assets, to further the development of the Company’s three-story “Phase 2” North Las Vegas cultivation and production infrastructure, estimated to total up to 65,000 ft2 upon completion. Further, the Company and ACC may elect to jointly pursue an additional, unsecured non-dilutive debt financing of up to US$7MM to further development of ACC’s Pahrump, Nevada licensed assets. 

Closing of Private Placement of Debentures 

Additionally, further to the press release dated May 13, 2019, the Company is pleased to announce the closing of the second tranche of a non-brokered private placement (the “Offering“) of secured Convertible Debentures (the “Debentures“) for gross proceeds of C$250,000. The Debentures mature eighteen (18) months after the date of issuance (the “Maturity Date“) and bear interest at a rate of 10% per annum, payable on the earlier of the Maturity Date or upon conversion of the Debenture. The Debentures (including any accrued and unpaid interests) are convertible at the option of the holder into units of the Company (each, a “Unit“) at a conversion price of C$0.80 per Unit. Each Unit consists of one (1) common share and one (1) Common Share purchase warrant, entitling the holder thereof to purchase one (1) Common Share at an exercise price of C$1.40 per share for a period of eighteen (18) months (a “Warrant“). The Company will use the net proceeds of the Offering to finalize the build-out of the first phase of Citation’s Nevada operations, including the purchase of lab equipment, a distribution vehicle, and for general and working capital purposes. 

The Debentures and the underlying Common Shares and Warrants (and any Common Shares issuable upon conversion thereof), are subject to a statutory four (4) month and one (1) day hold period. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful 

About Citation Growth Corp. 

Citation Growth Corp. (formerly Liht Cannabis Corp.) is a publicly traded company that has been investing in the medical and recreational cannabis space since 2014. Citation has rapidly expanded its operating portfolio to include cultivation, production, and dispensary locations in key North American state-legal jurisdictions and is seeking expansion opportunities worldwide. 

About the ACC Group of Companies 

ACC Group of Companies is a group of privately held companies that have held indoor cannabis cultivation licenses in the State of Nevada since 2014. Primarily located in Pahrump, Nevada, ACC prides itself on its expansive collection of premium cannabis cultivars and its innovative seed genetics program. 

For Further Information: 

Rahim Mohamed, CEO 

RM@citationgrowth.com 

(403) 605-9429 

www.citationgrowth.com 

Stock Exchanges: 

Citation trades in Canada, under the ticker symbol “CGRO” on the CSE, and in the U.S., under the ticker symbol “LIHTD” on the OTCQX Best Market (the “QTCQX“). The Company also trades on other recognized platforms in Europe including Frankfurt, Stuttgart, Tradegate, L & S, Quotnx, Dusseldorf, Munich, and Berlin. 

Neither the CSE nor its Regulation Services Provider, nor the OTCQX® has approved nor disapproved the contents of this press release. Neither the CSE, nor the OTCQX® accepts responsibility for the adequacy or accuracy of this release. 

Marijuana Industry Involvement: 

The Company owns marijuana licenses in California and Nevada. Marijuana is legal in each state; however, marijuana remains illegal under United States federal law and the approach to enforcement of U.S. federal law against marijuana is subject to change. Shareholders and investors need to be aware that federal enforcement actions could adversely affect their investments and that the Company’s ability to support continuing U.S.-based operations and its access private and public capital could be materially adversely affected. 

The Company’s business is conducted in a manner consistent with state law and is in compliance with applicable state licensing requirements in the U.S. The Company has internal compliance procedures in place and has compliance focused attorneys engaged in jurisdictions to monitor changes in laws for compliance with U.S. federal and state law on an ongoing basis. These law firms inform any necessary changes to our policies and procedures for compliance in Canada and the U.S. 

Unlike in Canada which has Federal legislation uniformly governing the cultivation, distribution, sale and possession of cannabis under the Cannabis Act (Canada), readers are cautioned that in the U.S., cannabis is largely regulated at the state level. To the knowledge of the Company, there are to date a total of 33 states, plus the District of Columbia, that have legalized cannabis in some form. Notwithstanding the permissive regulatory environment of medical cannabis at the state level, cannabis continues to be categorized as a controlled substance under the Controlled Substances Act in the U.S. and as such, cannabis- related practices or activities, including without limitation, the manufacture, importation, possession, use or distribution of cannabis are illegal under U.S. federal law. Strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under the U.S. federal law, nor will it provide a defense to any U.S. federal proceeding, which may be brought against the Company. Any such proceedings brought against the Company may materially adversely affect its operations and financial performance in the U.S. market. 

Currently, listings of Canadian companies on the CSE will remain in good standing as long as they provide the disclosure that is required by the applicable Canadian securities regulators and complying with applicable licensing requirements and the regulatory framework enacted by the applicable state in which they operate. 

Forward-Looking Statements: 

This news release contains forward-looking statements that relate to our current expectations and views of future events. These statements relate to future events or future performance. Statements which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future including words or phrases such as “anticipate”, “objective”, “may”, “will”, “might”, “should”, “could”, “can”, “intend”, “expect”, “believe”, “estimate”, “predict”, “potential”, “plan”, “is designed to”, “project”, “continue”, or similar expressions suggest future outcomes or the negative thereof or similar variations. Forward-looking statements may also include, among other things, statements about the Company’s: anticipated closing of the Proposed Transaction, proposed US$10MM equity financing, non-dilutive US$7MM debt financing and secured US$17MM debt financing being completed and anticipated use of proceeds from such financings; ability to reinvest profits generated from its operations; future business strategy; the anticipated completion of the Proposed Transaction with ACC and the securityholders thereof; expectations of obtaining licenses and permits; expectations regarding expenses, sales and operations; future customer concentration; anticipated cash needs and estimates regarding capital requirements and the need for additional financing; total processing capacity; the ability to anticipate the future needs of customers; plans for future products and enhancements of existing products; future growth strategy and growth rate; future intellectual property; regulatory approvals and other matters; and anticipated trends and challenges in the markets in which the Company may operate. 

Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for our products; anticipated costs and ability to achieve goals; the Company’s ability to complete any contemplated transactions; historical prices of cannabis; and that there will be no regulation or law that will prevent the Company or ACC from operating its businesses; the state of the economy in general and capital markets in particular; present and future business strategies; the environment in which the Company will operate in the future; the estimated size of the cannabis market; and other factors, many of which are beyond the control of the Company. While such estimates and assumptions are considered reasonable by the 

management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, the reader should not place undue reliance on these forward-looking statements. 

Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: execution of the definitive agreement with respect to the Proposed Transaction; completion of the Proposed Transaction; accuracy of information provided by management of ACC to the Company regarding its management estimated future capital expenditure costs, revenue, and timeframe for the completion of its Pahrump, Nevada facility; business, economic and capital market conditions; the ability to manage the Company’s operating expenses, which may adversely affect the Company’s financial condition; the Company’s ability to remain competitive; regulatory uncertainties; market conditions and the demand and pricing for our products; exchange rate fluctuations; the risk of difficulties in the integration of the Company and ACC; security threats; the Company’s relationships with its customers, distributors and business partners; the Company’s ability to attract, retain and motivate qualified personnel; industry competition; the impact of technology changes on the Company’s products and industry; the Company’s ability to successfully maintain and enforce its intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of litigation that could materially and adversely affect our business; the Company’s ability to manage its working capital; and the Company’s dependence on key personnel. The Company is not a positive cash flow company and it may not actually achieve its plans, projections, or expectations (the Company and ACC have a history of losses). 

Important factors that could cause actual results to differ materially from the Company’s expectations include, consumer sentiment towards the Company’s products and cannabis generally; risks related to the Company and ACC’s ability to maintain its licenses issued by governments in good standing; uncertainty with respect to the Company and ACC’s ability to grow, store and sell cannabis; risks related to the costs required to meet the obligations related to regulatory compliance; risks related to the extensive control and regulations inherent in the industry in which the Company and ACC operate; risks related to governmental regulations, including those relating to taxes and other levies; risks related an early stage business and a business involving an agricultural product and a regulated consumer product; risks related to building brand awareness in a new industry and market; risks relating to restrictions on sales and marketing activities imposed by governments; risks inherent in the agricultural business; risks relating to energy costs; risks relating to product liability claims, regulatory action and litigation; risks relating to recall or return of products; and risks relating to insurance coverage; global economic climate; equipment and building failures; increase in operating costs; decrease in the price of cannabis; security threats; government regulations; loss of key employees and consultants; additional funding requirements; volatility in the securities of the Company; changes in laws; technology failures; failure to obtain permits and licenses; anticipated and unanticipated costs; competition; risks associated with the substantial obligations of being a public company; and failure of counterparties to perform their contractual obligations. This list is not exhaustive of the factors that may affect the forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. 

Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this news release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to the reader or any person 

resulting from the use of the information in this news release by the reader or its representatives or for omissions from the information in this news release. 

The securities of the Company are considered highly speculative due to the nature of the Company and ACC’s businesses. 

All information in this news release concerning ACC has been provided for inclusion herein by ACC. Although the Company has no knowledge that would indicate that any information contained herein concerning ACC is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information. 

Accordingly, readers should not place undue reliance on forward-looking statements. Financial amounts are in United States Dollars, unless otherwise specified. 

Non-GAAP Disclosure: 

“Adjusted EBITDA” (earnings before interest, tax, depreciation and amortization, adjusted for one-time, non-recurring charges incurred in the relevant financial period) and “EBITDA margin” do not have any standardized meaning as prescribed by International Financial Reporting Standards (“IFRS“) as issued by the International Accounting Standards Board, and, therefore, is considered a non-GAAP measure and may not be comparable to similar measures presented by other issuers. The Company believes the non-GAAP measures of “adjusted EBITDA” and “EBITDA margin”, combined with IFRS measures, such as revenue, are useful measures to its shareholders as management relies on such measures to provide insight into future operations. Readers are cautioned, however, that “adjusted EBITDA’ and “EBITDA margin” should not be construed as an alternative to financial measures determined in accordance with GAAP or IFRS as an indicator of the Company’s financial performance. 

Not an Offer or Solicitation: 

This press release is not an offer of the Company’s securities for sale in the U.S. The securities may not be offered or sold in the U.S. absent registration or an available exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the U.S. The Company’s securities have not been and will not be registered under the U.S. Securities Act. 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. 

Kelowna, British Columbia–(Newsfile Corp. – June 17, 2019) – Citation Growth Corp.(CSE: CGRO) (OTCQX: LIHTD) (formerly Liht Cannabis Corp.) (“Citation” or the “Company“), a licensed cannabis cultivator and producer, is pleased to announce that, further to the Company’s press release dated May 24, 2019, it has executed a definitive agreement (the “Definitive Agreement“) to acquire all of the equity interests of the ACC Group of Companies (“ACC“), a Nevada-based group of companies licensed for cannabis cultivation and well-known for its award-winning cannabis cultivars. Following the completion of the transaction contemplated in the Definitive Agreement (the “Proposed Transaction“), the Company believes the integration of ACC will reaffirm Citation’s continuing corporate growth strategy: to become a leading multi-state operator (MSO) of cannabis cultivation and production assets across the United States and Canada, as legislation and regulations may permit.

Rahim Mohamed, Chief Executive Officer of Citation, reiterated his earlier comments, stating: “Citation believes the accretive benefits derived from the acquisition of ACC, which includes the group’s advanced cannabis cultivars program, will provide Citation with an experienced and operationally diverse cannabis industry partner with which to progress our triple-organic-certified cultivation program – to set new industry standards for quality, cost, and margin in every jurisdiction in which we operate.” Mr. Mohamed continued, “Citation anticipates the superior quality, capacity, and reputation afforded by the acquisition of ACC will transform our Nevada program and position the company to become the pre-eminent cannabis cultivator and producer in the state.”

Following the closing of the Proposed Transaction (the “Closing“), Citation believes that it will have completed a key strategic alignment in the State of Nevada, providing the launchpad to become a dominant cultivator and distributor of premium cannabis products to the State’s vibrant medical and recreational markets. The Company further anticipates that the integration of ACC’s innovative agronomic ability and cannabis marketing infrastructure will help bolster Citation’s considerable triple-organic-certified cannabis cultivation and production experience.

Following the Closing of the Proposed Transaction, Citation anticipates that the acquisition of ACC will:

  • create one of the largest license holders for cultivation in the State of Nevada, with an estimated, consolidated licensed footprint for the combined entity of up to 569,600 ft2, including up to 16,000 ft2 in processing space for cannabis concentrates and edibles, assuming the successful completion of all proposed site phases, with an estimated capital expenditure requirement for the combined entity of approximately US$90MM, which the Company anticipates will be made available through a combination of equity and non-dilutive debt financings, as well as from the reinvestment of profits generated from the Company’s operations;
  • significantly enhance Citation’s Nevada operations by combining the Company’s comprehensive experience in organic cultivation techniques with ACC’s award-winning seed genetics program, fostering a new, premium cannabis powerhouse in the State of Nevada, and any such other jurisdictions it may enter, as regulations and legislation may permit;
  • provide the opportunity to build upon ACC’s successful CY2018 management estimated unaudited financial performance, where it achieved revenue of approximately US$7.9MM, gross margin of approximately 57%, and adjusted EBITDA of approximately US$1.0MM;
  • provide Citation with an approximate ACC management-estimated, annualized US$114MM in additional forward-looking revenue, at an ACC management-estimated, annualized EBITDA margin of approximately 25%,assuming the completion of all proposed phases and maximum operational efficiencies being realized, with an estimated capital expenditure requirement of approximately US$50MM; and
  • enhance the Company’s suite of portfolio products with the addition of three (3) new, established brands within the State of Nevada, including BluntBoxGarden of Weeden, and Superior, to complement Citation’s established FIORE cannabis flower brand.

Howard Misle, who will be joining Citation as the Company’s Chief Executive Officer upon the Closing of the Proposed Transaction, restated his earlier comments: “ACC has been pleased to observe the significant traction and rapid growth achieved by the Citation team since its entrance into the Nevada cannabis market, while also noting Citation’s reputation is quickly becoming synonymous with success, innovation, and high-quality production.” Mr. Misle added, “In electing to partner with Citation and its experienced management team, ACC believes it will gain the expanded platform and capital markets support network necessary to leverage our collective success, allowing for an eye toward future growth outside of the State of Nevada.” Following the appointment of Howard Misle as Chief Executive Officer, Rahim Mohamed will serve as President of the Company.

Terms of the Proposed Transaction

Upon the Closing of the Proposed Transaction, it is intended that the Company will issue an aggregate 35,000,000 common shares (the “Consideration Shares“) to the former securityholders of the parent ACC entity, which amount shall be inclusive of the approximately 11,500,000 in Company common shares (“Common Shares“) issuable upon the conversion of the ACC Amended Notes (as defined below).

The parent ACC entity currently has approximately US$15,000,000 in convertible notes (the “Notes“) outstanding. As a condition of the Proposed Transaction, the holders of the Notes have agreed to restructure the Notes such that all principal and interest outstanding at the time of Closing will convert into Company units comprised of one (1) Consideration Share and one (1) Common Share purchase warrant (the “Amended Warrants“), with each full Amended Warrant exercisable at C$2.50 per Common Share for a period of twenty-four (24) months following the Closing (the “ACC Amended Notes“). The Amended Warrants will contain an acceleration provision such that in the event the volume-weighted average trading price of the Common Shares on the Canadian Securities Exchange (“CSE“) is greater than C$3.50 for a period of ten (10) consecutive trading days, the Company may, upon providing notice to the holders of the Amended Warrants, accelerate the expiry of the Amended Warrants to a period that is thirty (30) days from the date such notice is given.

All Consideration Shares (including Common Shares issuable upon the exercise of the Amended Warrants) issued to management of ACC pursuant to the Proposed Transaction will be subject to three (3) year escrow provisions (“Escrow“) substantially similar of those that are required for an emerging issuer under National Policy 46-201 Escrow for Initial Public Offerings. All other Consideration Shares, including any Consideration Shares issued in exchange for outstanding convertible securities in the parent ACC entity, shall be subject to resale restrictions which will not allow for any resale or transfer until the date that is four (4) months and one (1) day following completion of the Proposed Transaction.

Further, subject to the policies of the CSE and applicable securities legislation, the Company and ACC will negotiate in good faith to implement a management incentive plan allowing for the issuance of up to US$10,000,000 in Common Shares, based upon the achievement of certain performance milestones for each its Canadian and United States (“U.S.“) operations.

Equity and Debt Financing

As announced in the Company’s press release dated May 24, 2019, the Company intends to undertake an equity financing of up to US$10MM. The net proceeds of the proposed equity financing are intended to be directed toward: (a) further development of the Company’s Celista, British Columbia property, which will include planned construction of up to 20,000 ft2 of indoor cultivation space and the securing of a temporary cannabis cultivation license under the Access to Cannabis for Medical Purposes Regulations (ACMPR) and the Cannabis Act (Canada), which management of the Company estimates will require approximately US$2.45MM in initial capital expenditures for the collective activities; and (b) following the Closing, the expansion of ACC’s current cultivation and production footprint in Pahrump, Nevada by an additional 31,600 ft2, which management of ACC estimates will require approximately US$4.05MM in initial capital expenditures. Any net proceeds from the proposed equity financing that remain uncommitted will be directed toward the exploration of additional growth opportunities, working capital, and general corporate purposes. To complement the equity financing, and as previously announced, the Company will also pursue a potential debt financing of up to US$17MM, secured against the Company’s North Las Vegas assets, to further the development of the Company’s three-story “Phase 2” North Las Vegas cultivation and production infrastructure, estimated to total up to 65,000 ft2 upon completion. Further, the Company and ACC may elect to jointly pursue an additional, unsecured non-dilutive debt financing of up to US$7MM to further development of ACC’s Pahrump, Nevada licensed assets.

Closing of Private Placement of Debentures

Additionally, further to the press release dated May 13, 2019, the Company is pleased to announce the closing of the second tranche of a non-brokered private placement (the “Offering“) of secured Convertible Debentures (the “Debentures“) for gross proceeds of C$250,000. The Debentures mature eighteen (18) months after the date of issuance (the “Maturity Date“) and bear interest at a rate of 10% per annum, payable on the earlier of the Maturity Date or upon conversion of the Debenture. The Debentures (including any accrued and unpaid interests) are convertible at the option of the holder into units of the Company (each, a “Unit“) at a conversion price of C$0.80 per Unit. Each Unit consists of one (1) common share and one (1) Common Share purchase warrant, entitling the holder thereof to purchase one (1) Common Share at an exercise price of C$1.40 per share for a period of eighteen (18) months (a “Warrant“). The Company will use the net proceeds of the Offering to finalize the build-out of the first phase of Citation’s Nevada operations, including the purchase of lab equipment, a distribution vehicle, and for general and working capital purposes.

The Debentures and the underlying Common Shares and Warrants (and any Common Shares issuable upon conversion thereof), are subject to a statutory four (4) month and one (1) day hold period. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

About Citation Growth Corp.

Citation Growth Corp. (formerly Liht Cannabis Corp.) is a publicly traded company that has been investing in the medical and recreational cannabis space since 2014. Citation has rapidly expanded its operating portfolio to include cultivation, production, and dispensary locations in key North American state-legal jurisdictions and is seeking expansion opportunities worldwide.

About the ACC Group of Companies

ACC Group of Companies is a group of privately held companies that have held indoor cannabis cultivation licenses in the State of Nevada since 2014. Primarily located in Pahrump, Nevada, ACC prides itself on its expansive collection of premium cannabis cultivars and its innovative seed genetics program.

For Further Information:

Rahim Mohamed, CEO
RM@citationgrowth.com

(403) 605-9429

www.citationgrowth.com

Stock Exchanges:

Citation trades in Canada, under the ticker symbol “CGRO” on the CSE, and in the U.S., under the ticker symbol “LIHTD” on the OTCQX Best Market (the “QTCQX“). The Company also trades on other recognized platforms in Europe including Frankfurt, Stuttgart, Tradegate, L & S, Quotnx, Dusseldorf, Munich, and Berlin.

Neither the CSE nor its Regulation Services Provider, nor the OTCQX® has approved nor disapproved the contents of this press release. Neither the CSE, nor the OTCQX® accepts responsibility for the adequacy or accuracy of this release.

Marijuana Industry Involvement:

The Company owns marijuana licenses in California and Nevada. Marijuana is legal in each state; however, marijuana remains illegal under United States federal law and the approach to enforcement of U.S. federal law against marijuana is subject to change. Shareholders and investors need to be aware that federal enforcement actions could adversely affect their investments and that the Company’s ability to support continuing U.S.-based operations and its access private and public capital could be materially adversely affected.

The Company’s business is conducted in a manner consistent with state law and is in compliance with applicable state licensing requirements in the U.S. The Company has internal compliance procedures in place and has compliance focused attorneys engaged in jurisdictions to monitor changes in laws for compliance with U.S. federal and state law on an ongoing basis. These law firms inform any necessary changes to our policies and procedures for compliance in Canada and the U.S.

Unlike in Canada which has Federal legislation uniformly governing the cultivation, distribution, sale and possession of cannabis under the Cannabis Act (Canada), readers are cautioned that in the U.S., cannabis is largely regulated at the state level. To the knowledge of the Company, there are to date a total of 33 states, plus the District of Columbia, that have legalized cannabis in some form. Notwithstanding the permissive regulatory environment of medical cannabis at the state level, cannabis continues to be categorized as a controlled substance under the Controlled Substances Act in the U.S. and as such, cannabis-related practices or activities, including without limitation, the manufacture, importation, possession, use or distribution of cannabis are illegal under U.S. federal law. Strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under the U.S. federal law, nor will it provide a defense to any U.S. federal proceeding, which may be brought against the Company. Any such proceedings brought against the Company may materially adversely affect its operations and financial performance in the U.S. market.

Currently, listings of Canadian companies on the CSE will remain in good standing as long as they provide the disclosure that is required by the applicable Canadian securities regulators and complying with applicable licensing requirements and the regulatory framework enacted by the applicable state in which they operate.

Forward-Looking Statements:

This news release contains forward-looking statements that relate to our current expectations and views of future events. These statements relate to future events or future performance. Statements which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future including words or phrases such as “anticipate”, “objective”, “may”, “will”, “might”, “should”, “could”, “can”, “intend”, “expect”, “believe”, “estimate”, “predict”, “potential”, “plan”, “is designed to”, “project”, “continue”, or similar expressions suggest future outcomes or the negative thereof or similar variations. Forward-looking statements may also include, among other things, statements about the Company’s: anticipated closing of the Proposed Transaction, proposed US$10MM equity financing, non-dilutive US$7MM debt financing and secured US$17MM debt financing being completed and anticipated use of proceeds from such financings; ability to reinvest profits generated from its operations; future business strategy; the anticipated completion of the Proposed Transaction with ACC and the securityholders thereof; expectations of obtaining licenses and permits; expectations regarding expenses, sales and operations; future customer concentration; anticipated cash needs and estimates regarding capital requirements and the need for additional financing; total processing capacity; the ability to anticipate the future needs of customers; plans for future products and enhancements of existing products; future growth strategy and growth rate; future intellectual property; regulatory approvals and other matters; and anticipated trends and challenges in the markets in which the Company may operate.

Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for our products; anticipated costs and ability to achieve goals; the Company’s ability to complete any contemplated transactions; historical prices of cannabis; and that there will be no regulation or law that will prevent the Company or ACC from operating its businesses; the state of the economy in general and capital markets in particular; present and future business strategies; the environment in which the Company will operate in the future; the estimated size of the cannabis market; and other factors, many of which are beyond the control of the Company. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, the reader should not place undue reliance on these forward-looking statements.

Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: execution of the definitive agreement with respect to the Proposed Transaction; completion of the Proposed Transaction; accuracy of information provided by management of ACC to the Company regarding its management estimated future capital expenditure costs, revenue, and timeframe for the completion of its Pahrump, Nevada facility; business, economic and capital market conditions; the ability to manage the Company’s operating expenses, which may adversely affect the Company’s financial condition; the Company’s ability to remain competitive; regulatory uncertainties; market conditions and the demand and pricing for our products; exchange rate fluctuations; the risk of difficulties in the integration of the Company and ACC; security threats; the Company’s relationships with its customers, distributors and business partners; the Company’s ability to attract, retain and motivate qualified personnel; industry competition; the impact of technology changes on the Company’s products and industry; the Company’s ability to successfully maintain and enforce its intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of litigation that could materially and adversely affect our business; the Company’s ability to manage its working capital; and the Company’s dependence on key personnel. The Company is not a positive cash flow company and it may not actually achieve its plans, projections, or expectations (the Company and ACC have a history of losses).

Important factors that could cause actual results to differ materially from the Company’s expectations include, consumer sentiment towards the Company’s products and cannabis generally; risks related to the Company and ACC’s ability to maintain its licenses issued by governments in good standing; uncertainty with respect to the Company and ACC’s ability to grow, store and sell cannabis; risks related to the costs required to meet the obligations related to regulatory compliance; risks related to the extensive control and regulations inherent in the industry in which the Company and ACC operate; risks related to governmental regulations, including those relating to taxes and other levies; risks related an early stage business and a business involving an agricultural product and a regulated consumer product; risks related to building brand awareness in a new industry and market; risks relating to restrictions on sales and marketing activities imposed by governments; risks inherent in the agricultural business; risks relating to energy costs; risks relating to product liability claims, regulatory action and litigation; risks relating to recall or return of products; and risks relating to insurance coverage; global economic climate; equipment and building failures; increase in operating costs; decrease in the price of cannabis; security threats; government regulations; loss of key employees and consultants; additional funding requirements; volatility in the securities of the Company; changes in laws; technology failures; failure to obtain permits and licenses; anticipated and unanticipated costs; competition; risks associated with the substantial obligations of being a public company; and failure of counterparties to perform their contractual obligations. This list is not exhaustive of the factors that may affect the forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements.

Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this news release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to the reader or any person resulting from the use of the information in this news release by the reader or its representatives or for omissions from the information in this news release.

The securities of the Company are considered highly speculative due to the nature of the Company and ACC’s businesses.

All information in this news release concerning ACC has been provided for inclusion herein by ACC. Although the Company has no knowledge that would indicate that any information contained herein concerning ACC is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information.

Accordingly, readers should not place undue reliance on forward-looking statements. Financial amounts are in United States Dollars, unless otherwise specified.

Non-GAAP Disclosure:

“Adjusted EBITDA” (earnings before interest, tax, depreciation and amortization, adjusted for one-time, non-recurring charges incurred in the relevant financial period) and “EBITDA margin” do not have any standardized meaning as prescribed by International Financial Reporting Standards (“IFRS“) as issued by the International Accounting Standards Board, and, therefore, is considered a non-GAAP measure and may not be comparable to similar measures presented by other issuers. The Company believes the non-GAAP measures of “adjusted EBITDA” and “EBITDA margin”, combined with IFRS measures, such as revenue, are useful measures to its shareholders as management relies on such measures to provide insight into future operations. Readers are cautioned, however, that “adjusted EBITDA’ and “EBITDA margin” should not be construed as an alternative to financial measures determined in accordance with GAAP or IFRS as an indicator of the Company’s financial performance.

Not an Offer or Solicitation:

This press release is not an offer of the Company’s securities for sale in the U.S. The securities may not be offered or sold in the U.S. absent registration or an available exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the U.S. The Company’s securities have not been and will not be registered under the U.S. Securities Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/45655

KELOWNA, BRITISH COLUMBIA – June 4, 2019 – Liht Cannabis Corp. (CSE: LIHT) (OTCQX: LIHTF) (“Liht” or the “Company“), a licensed cannabis cultivator and producer, is pleased to provide a corporate update relating to the Company’s continuing growth strategy and its proposed transaction (the “Proposed Transaction“) with ACC Group of Companies (“ACC“).

Update on Liht’s North Las Vegas Operations

During the month of May, the Company has continued the expansion of its triple-organic certified North Las Vegas cultivation facility, having achieved a Liht management-estimated monthly run rate revenue of approximately US$150,000, at an estimated EBITDA margin of 10%. Company management further projects this monthly run rate revenue figure will rise to an anticipated US$250,000 per month, for an estimated, annualized run rate revenue of US$3.0MM, with an anticipated EBITDA margin of 33%, following the successful build-out and completion of its cutting-edge extraction lab and production kitchen – which the Company anticipates will be completed June 2019.

Rahim Mohamed, CEO of Liht Cannabis Corp. commented, “In conjunction with our expansion into extraction and infusion, we anticipate the growth of Liht’s premium branded products will continue to drive future sales and consumer appeal in the State of Nevada. Recent events, highlighted by the proposed transformational partnership with ACC, reflect our core mission – to become the leading producer of premium cannabis products to the North American legal cannabis market.” Mr. Mohamed continued, “ACC’s infrastructure, combined with Liht’s drive toward multi-state operations (“MSO“), provides a clear sign to the market that our transition into a premier North American cannabis company is well underway.”

Update on the Proposed Transaction with ACC Group of Companies

As announced in the press release dated May 24, 2019, Liht is pleased to provide further detail on the Proposed Transaction to acquire all or substantially all of the equity interest of ACC, a Nevada-based licensed cannabis cultivator well-known for its award-winning cannabis cultivars. Following the completion of the Proposed Transaction, the Company intends to integrate ACC operationally, while expanding its Nevada cultivation footprint to approximately 569,600 ft2, for production of a Liht and ACC- management estimated 45,000 kg of dried, premium cannabis flower, once the proposed construction and build-out of all phases is successfully completed and the integration of Company and ACC is finalized.

Based on information provided by the management of ACC, ACC’s Pahrump, Nevada licensed facility is currently undergoing rapid expansion to service the vibrant Nevada medical and recreational cannabis market, which is fueled by over 55 million annual visitors to the Las Vegas area. Completion of the four (4) construction phases is projected to take three (3) years, with ACC management anticipating a total capital expenditure requirement of approximately US$50MM, to reach the project’s full capacity. Assuming maximum operational efficiency, ACC management estimates total production of 22,530 kg of dried flower from its projected 279,000 ft2 of cultivation space, producing an anticipated US$114MM in annualized run

rate revenue with a projected 25% average EBITDA margin across all proposed building phases. Details of current operations and the proposed expansions include:

  • building B, which has been operational since May 2017, consists of a 22,000 ft2 cultivation space, currently capable of producing up to 1,705 kg of dried cannabis per year;
  • the concurrent three (3) month construction on buildings A and C, together totalling 20,600 ft2, which is planned to commence immediately after the close of the project’s requisite financing, at which point ACC management estimates annual production capacity of 3,150 kg in dried flower;
  • building D, proposed to add an additional 11,000 ft2 of cultivation space on land currently under LOI, which, once complete, ACC management estimates will add 1,925 kg of annual dried flower capacity – Construction is set to begin immediately following completion of buildings A and C, subject to availability of financing and the necessary development approvals; and
  • buildings E, F, and G, which are proposed to be located on land to which ACC currently has a purchase option, and which are to be constructed when Nevada cultivation demand permits – It is estimated by ACC management that these expansions will add an additional 225,000 ft2 of cultivation space and 15,750 kg of dried flower capacity annually.
About Liht Cannabis Corp. Liht Cannabis Corp. is a publicly traded company that has been investing in the medical and recreational cannabis space since 2014. Liht has rapidly expanded its operating portfolio to include cultivation, production, and dispensary locations in key North American state-legal jurisdictions, such as Washington State, Nevada, and California, and is seeking expansion opportunities worldwide. www.lihtcannabis.com About the ACC Group of Companies ACC is a group of privately held companies that have held indoor cannabis cultivation licenses in the State of Nevada since 2014. Primarily located in Pahrump, Nevada, ACC prides itself on its expansive collection of premium cannabis cultivars and its innovative seed genetics program. For Further Information: Rahim Mohamed, CEO RM@lihtcannabis.com (403) 605-9429
Social Media: www.twitter.com/lihtcannabisco www.facebook.com/lihtco Stock Exchanges:
Liht trades in Canada, ticker symbol LIHT on the Canadian Securities Exchange (“CSE“), and in the US, ticker symbol LIHTF on the OTCQX. The Company also trades on other recognized platforms in Europe including Stuttgart, Tradegate, L & S, Quotnx, Dusseldorf, Munich, and Berlin. Neither the CSE nor its Regulation Services Provider, nor the OTCQX® has approved nor disapproved the contents of this press release. Neither the CSE, nor the OTCQX® accepts responsibility for the adequacy or accuracy of this release. Marijuana Industry Involvement: Liht owns marijuana licenses in California and Nevada. Marijuana is legal in each state; however, marijuana remains illegal under US federal law and the approach to enforcement of US federal law against marijuana is subject to change. Shareholders and investors need to be aware that federal enforcement actions could adversely affect their investments and that Liht’s ability to support continuing US-based operations and its
access private and public capital could be materially adversely affected. Liht’s business is conducted in a manner consistent with state law and is in compliance with applicable state licensing requirements in the US. Copies of licenses are posted on Liht’s website. Liht has internal compliance procedures in place and has compliance focused attorneys engaged in jurisdictions to monitor changes in laws for compliance with US federal and state law on an ongoing basis. These law firms inform any necessary changes to our policies and procedures for compliance in Canada and the US. Currently, listings of Canadian companies on the CSE will remain in good standing as long as they provide the disclosure that is required by the applicable Canadian securities regulators and complying with applicable licensing requirements and the regulatory framework enacted by the applicable state in which they operate. Forward-Looking Statements:

This news release contains forward-looking statements, including Future Oriented Financial Information (“FOFI“) that relates to our current expectations and views of future events. Certain information contained herein and certain oral statements made are forward-looking and relate to the Company’s business strategy, any estimate of potential earnings, revenues, costs, and EBITDA, the completion of any transaction, including with ACC and the securityholders thereof, obtaining licenses and permits, completing the build- out of facilities, expectations in connection with the production and expansion plans at our facilities and capacity thereof, expectations regarding the timing of construction, development, and production of our expansion projects for both existing facility expansion and new facilities, the performance of our business and operations, the potential size of the cannabis market, events, courses of action, the Proposed Transaction with ACC, regulatory approvals and other matters. Statements which are not purely historical are forward- looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future including words or phrases such as “anticipate”, “objective”, “may”, “will”, “might”, “should”, “could”, “can”, “intend”, “expect”, “believe”, “estimate”, “predict”, “potential”, “plan”, “is designed to”, “project”, “continue”, or similar expressions suggest future outcomes or the negative thereof or similar variations. Forward-looking statements may also include, among other things, statements about the Company’s: expectations regarding expenses, sales and operations; future customer concentration; anticipated cash needs and estimates regarding capital requirements and the need for additional financing; total processing capacity; the ability to anticipate the future needs of customers; plans for future products and enhancements of existing products; future growth strategy and growth rate; future intellectual property; and anticipated trends and challenges in the markets in which the Company may operate.

The FOFI has been prepared by Company management to provide an outlook of Company activities and results and may not be appropriate for other purposes. Company management believes that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. Readers of this news release are cautioned that the Company’s actual future results may be materially different from what the Company expects.

All information in this news release concerning ACC has been provided for inclusion herein by ACC. Although the Company has no knowledge that would indicate that any information contained herein concerning ACC is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information.

Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for our products; anticipated costs and ability to achieve goals; the Company’s ability to complete any contemplated transactions; historical prices of cannabis; and that there will be no regulation or law that will prevent the Company or ACC from operating its businesses; the state of the economy in general and capital markets in particular; present and future business strategies; the environment in which the Company will operate in the future; the estimated size of the cannabis market; and other factors, many of which are beyond the control of the Company. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, the reader should not place undue reliance on these forward-looking statements.

The securities of the Company are considered highly speculative due to the nature of the Company and ACC’s businesses.

Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: execution of the definitive agreement with respect to the Proposed Transaction; completion of the Proposed Transaction; accuracy of information provided by management of ACC to Liht regarding its management estimated future capital expenditure costs, revenue, EBITDA margins, and anticipated completion of its Pahrump, Nevada facility; business, economic and capital market conditions; the ability to manage the Company’s operating expenses, which may adversely affect the Company’s financial condition; the Company’s ability to remain competitive; regulatory uncertainties; market conditions and the demand and pricing for our products; exchange rate fluctuations; the risk of difficulties in the integration of the Company and ACC; security threats; the Company’s relationships with its customers, distributors and business partners; the Company’s ability to attract, retain and motivate qualified personnel; industry competition; the impact of technology changes on the Company’s products and industry; the Company’s ability to successfully maintain and enforce its intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of litigation that could materially and adversely affect our business; the Company’s ability to manage its working capital; and the Company’s dependence on key personnel. The Company is not a positive cash flow company and it may not actually achieve its plans, projections, or expectations (the Company and ACC have a history of losses).

Important factors that could cause actual results to differ materially from the Company’s expectations include, consumer sentiment towards the Company’s products and cannabis generally; risks related to the Company and ACC’s ability to maintain its licenses issued by governments in good standing; uncertainty with respect to the Company and ACC’s ability to grow, store and sell cannabis; risks related to the costs required to meet the obligations related to regulatory compliance; risks related to the extensive control and

regulations inherent in the industry in which the Company and ACC operate; risks related to governmental regulations, including those relating to taxes and other levies; risks related an early stage business and a business involving an agricultural product and a regulated consumer product; risks related to building brand awareness in a new industry and market; risks relating to restrictions on sales and marketing activities imposed by governments; risks inherent in the agricultural business; risks relating to energy costs; risks relating to product liability claims, regulatory action and litigation; risks relating to recall or return of products; and risks relating to insurance coverage; global economic climate; equipment and building failures; increase in operating costs; decrease in the price of cannabis; security threats; government regulations; loss of key employees and consultants; additional funding requirements; volatility in the securities of the Company; changes in laws; technology failures; failure to obtain permits and licenses; anticipated and unanticipated costs; competition; risks associated with the substantial obligations of being a public company; and failure of counterparties to perform their contractual obligations. This list is not exhaustive of the factors that may affect the forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements.

Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither the Company nor any of the its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this news release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to the reader or any person resulting from the use of the information in this news release by the reader or its representatives or for omissions from the information in this news release.

Accordingly, readers should not place undue reliance on forward-looking statements. Financial amounts are in United States Dollars, unless otherwise specified.

Non-GAAP Discloser:

“Monthly run rate revenue”, “annualized run rate revenue”, and “EBITDA” (earnings before interest, tax, depreciation and amortization) do not have any standardized meaning as prescribed by International Financial Reporting Standards (“IFRS“) as issued by the International Accounting Standards Board, and, therefore, are considered non-GAAP measures and may not be comparable to similar measures presented by other issuers. The Company believes the non-GAAP measure of “monthly run rate revenue”, “annualized run rate revenue”, and “EBITDA margin”, combined with IFRS measures, such as revenue and net income, are useful measures to its shareholders as management relies on such measures to provide insight into future operations. Readers are cautioned, however, that “monthly run rate revenue”, “annualized run rate revenue”, and “EBITDA margin” should not be construed as an alternative to financial measures determined in accordance with GAAP or IFRS as an indicator of the Company’s financial performance.

Not an Offer or Solicitation:

This press release is not an offer of the Company’s securities for sale in the US. The securities may not be offered or sold in the US absent registration or an available exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “US Securities Act“) and applicable US state securities laws. The Company will not make any public offering of its securities in the US. The Company’s securities have not been and will not be registered under the US Securities Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

KELOWNA, BRITISH COLUMBIA – May 23, 2019 – Liht Cannabis Corp. (CSE: LIHT) (OTCQX: LIHTF) (“Liht” or the “Company“), a licensed cannabis cultivator and producer, is pleased to announce that it has executed a letter of intent to reach an agreement in principle (the “Agreement“), dated April 17, 2019, whereby the Company, or its wholly-owned subsidiary, will seek to acquire all or substantially all of the equity interests of the ACC Group of Companies (“ACC“), a Nevada-based group of companies licensed for cannabis cultivation and well-known for its award-winning cannabis cultivars. Liht management anticipates the execution of a definitive agreement (the “Definitive Agreement“) to acquire ACC will take place on or prior to June 15, 2019, with the closing of the transaction (the “Closing“) anticipated to follow shortly thereafter upon the satisfaction of such terms and conditions precedent to the Closing, which are customary for transactions of this nature. Following the completion of the transaction contemplated in the Agreement (the “Proposed Transaction“), the Company will integrate ACC while rebranding itself as “Citation Growth Corp.“, reaffirming its status as a true multi-state operator. 

Upon completion of the Proposed Transaction, the Company anticipates that it will have completed a strategic alignment in its Nevada operations to become a dominant cultivator and distributor of premium cannabis products to Nevada’s significant and vibrant medical and recreational markets. Liht believes the unparalleled agronomic ability and cutting-edge cannabis marketing infrastructure offered by the acquisition of ACC will bring an additional wealth of comprehensive cannabis experience and synergies to a Liht team that is, itself, already steeped in expert organic growing methodologies. 

Following the Closing of the Proposed Transaction, Liht anticipates that the acquisition of ACC will: 

• 

to Establish Nevada Cannabis Cultivation 

and Brand Powerhouse 

Rahim Mohamed, CEO of Liht commented, “We believe the accretive benefits derived from the acquisition of ACC, which include the team’s advanced cannabis seed genetics program, will provide Liht with an experienced and operationally diverse industry partner with which to progress our proprietary cultivation program – furthering Liht’s stated mission to continually set new industry standards for quality, cost, and margin, in every jurisdiction in which we operate.” Mr. Mohamed continued, “Liht anticipates the superior quality, capacity, and reputation afforded by the acquisition of ACC will accelerate our Nevada program 

and position Liht to become the pre-eminent cannabis cultivator and producer in the state.” 

create one of the largest license holders in the State of Nevada, with an estimated, consolidated licensed footprint for the combined entity of up to 566,000 ft2, consisting of up to 550,000 ft2 in cannabis cultivation space and up to 16,000 ft2 in processing space for cannabis concentrates and edibles, assuming the successful completion of all proposed site phases, with an estimated capital 

expenditure requirement for the combined entity of approximately US$90.0MM; 

significantly enhance Liht’s Nevada operations by combining the Company’s comprehensive experience in organic cultivation techniques with ACC’s award-winning seed genetics program, fostering a new, premium cannabis powerhouse in the State of Nevada, and any such other 

jurisdictions it may enter, as regulations and legislation may permit; 

• 

• 

• provide the Company with an ACC management-estimated, annualized approximatelyUS$115MMin additional forward-looking revenue, at an ACC management- estimated, annualized EBITDA margin of approximately 35.0%, assuming the completion of all proposed phases and maximum operational efficiencies being realized, with an estimated capital expenditure requirement of approximately US$50.0MM; and 

• 

Opportunity to build upon ACC’s successful CY2018 unaudited financial performance, where it achieved revenue of US$7.9MM, gross margin of 57%, adjusted EBITDA of US$1.0MM, and 

adjusted EBITDA margin of 12.8%

enhance the Company’s current suite of portfolio products with the addition of three (3) new, established brands within the State of Nevada, which include BluntBox, Garden of Weeden, and 

Superior, complementing Liht’s established FIORE cannabis flower brand. 

Howard Misle, who will be joining Liht as the Company’s CEO upon the Closing of the Proposed Transaction, remarked, “ACC has been pleased to observe the significant traction and rapid growth achieved by the Liht team since its entrance into the Nevada cannabis market, while also noting Liht’s reputation is quickly becoming synonymous with success, innovation, and high-quality production.” Mr. Misle added, “In electing to partner with Liht and its experienced management team, ACC believes it will gain the expanded platform and capital markets support network necessary to leverage our collective success, allowing for an eye toward future growth outside of the State of Nevada.” Following the appointment of Howard Misle as CEO, Rahim Mohamed will serve as President of the Company. 

Terms of the Proposed Transaction 

Pursuant to the terms of the Agreement, Liht shall, prior to the Closing, consolidate its common shares on a four (4) to one (1) basis (the “Post-Consolidation Shares“) and complete a change in name to “Citation Growth Corp.” and request assignment of a new trading symbol as may be mutually agreed upon between Liht and ACC and as approved by the Canadian Securities Exchange (“CSE“). 

Upon the Closing, it is proposed that the Company will issue an aggregate 35,000,000 Post-Consolidation Shares (the “Consideration Shares“) to the former securityholders of the parent ACC entity, which amount shall be inclusive of approximately 11,500,000 in Post-Consolidation Shares issuable upon the conversion of the ACC Amended Notes (as defined below). 

The parent ACC entity currently has approximately US$15,000,000 in convertible notes (the “Notes“) outstanding. As a condition of the Proposed Transaction, the holders of the Notes will have to agree to restructure the Notes such that all principal and interest outstanding at the time of Closing will convert into units comprised of one (1) Consideration Share and one (1) Post-Consolidation Share purchase warrant (the “Amended Warrants“), with each full Amended Warrant exercisable at C$2.50 per Post-Consolidation Share for a period of twenty-four (24) months following the Closing (the “ACC Amended Notes“). The Amended Warrants will contain an acceleration provision such that in the event the volume weighted average trading price of the Post-Consolidation Shares on the CSE is greater than C$3.50 for a period of ten (10) consecutive trading days, the Company may, upon providing notice to the holders of the Amended 

Warrants, accelerate the expiry of the Amended Warrants to a period that is thirty (30) days from the date such notice is given. 

All Consideration Shares (including Post-Consolidation Shares issuable upon the exercise of the Amended Warrants) issued to management of ACC pursuant to the Proposed Transaction will be subject to three (3) year escrow provisions (“Escrow“) substantially similar of those that are required for an emerging issuer under National Policy 46-201 Escrow for Initial Public Offerings. All other Consideration Shares, including any Consideration Shares issued in exchange for outstanding convertible securities in the parent ACC entity, shall be subject to resale restrictions which will not allow for any resale or transfer until the date that 

is four (4) months and one (1) day following completion of the Proposed Transaction. 

Further, subject to the policies of the CSE and applicable securities legislation, the Company and ACC will negotiate in good faith to implement a management incentive plan allowing for the issuance of up to US$10,000,000 in Post-Consolidation Shares, based upon the achievement of certain performance milestones for each its Canadian and United States (“US“) operations, to be defined in further detail in the 

Definitive Agreement. 

Additional details regarding the Proposed Transaction will be provided in a comprehensive press release if and when the parties enter into the Definitive Agreement. The Definitive Agreement will incorporate the principal terms of the Proposed Transaction described herein, as same may be modified by agreement between the Company and ACC, and in addition, such other terms and provisions of a more detailed structure and nature as the parties may agree upon after receiving further tax, legal, securities, regulatory, and financial advice from their respective advisors. The Proposed Transaction is subject to customary conditions for a transaction of this nature, which includes all necessary securityholder and corporate approvals, third-party consents, permits, including those of governmental authorities, and the approval of the CSE, if required. The Proposed Transaction remains subject to the negotiation and execution of the 

Definitive Agreement and the satisfactory completion of due diligence. 

Concurrent Equity and Debt Financing 

Concurrent with the Closing of the Proposed Transaction, the Company has agreed to undertake an equity financing of up to US$10MM, along with a potential debt financing of up to US$17MM secured against the Company’s North Las Vegas assets. Further, the Company and ACC may elect to jointly pursue an 

additional unsecured non-dilutive debt financing of up to US$ 

MM, for further development of ACC’s 

Pahrump, Nevada licensed assets. 

About Liht Cannabis Corp. 

Liht Cannabis Corp. is a publicly traded company that has been investing in the medical and recreational cannabis space since 2014. Liht has rapidly expanded its operating portfolio to include cultivation, production, and dispensary locations in key North American state-legal jurisdictions, such as Washington State, Nevada, and California, and is seeking expansion opportunities worldwide. 

www.lihtcannabis.com 

About the ACC Group of Companies 

ACC is a group of privately held companies that have held indoor cannabis cultivation licensing in the State of Nevada since 2014. Primarily located in Las Vegas, Nevada, ACC prides itself on its expansive collection of premium cannabis cultivars and its innovative seed genetics program. 

For Further Information: 

Rahim Mohamed, CEO 

RM@lihtcannabis.com 

(403) 605-9429 

Social Media: 

www.twitter.com/lihtcannabisco www.facebook.com/lihtco 

Stock Exchanges: 

Liht trades in Canada, ticker symbol LIHT on the CSE, and in the US, ticker symbol LIHTF on the OTCQX. The Company also trades on other recognized platforms in Europe including Stuttgart, Tradegate, L & S, Quotnx, Dusseldorf, Munich, and Berlin. 

Neither the CSE nor its Regulation Services Provider, nor the OTCQX® has approved nor disapproved the contents of this press release. Neither the CSE, nor the OTCQX® accepts responsibility for the adequacy or accuracy of this release. 

Marijuana Industry Involvement in the United States: 

Liht owns marijuana licenses in California and Nevada. Marijuana is legal in each state; however, marijuana remains illegal under US federal law and the approach to enforcement of US federal law against marijuana is subject to change. Shareholders and investors need to be aware that federal enforcement actions could adversely affect their investments and that Liht’s ability to access private and public capital required in order to support continuing operations and its ability to operate in the US. 

Unlike in Canada which has federal legislation uniformly governing the cultivation, distribution, sale and possession of cannabis under the Cannabis Act (federal), readers are cautioned that in the US, cannabis is largely regulated at the state level. To the knowledge of the Company, there are to date a total of 33 states, plus the District of Columbia, that have legalized cannabis in some form. Notwithstanding the permissive regulatory environment of medical cannabis at the state level, cannabis continues to be categorized as a controlled substance under the Controlled Substances Act in the US and as such, cannabis-related practices or activities, including without limitation, the manufacture, importation, possession, use or distribution of cannabis are illegal under US federal law. Strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under the US federal law, nor will it provide a defense to any federal proceeding, which may be brought against the Company. Any such proceedings brought against the Company may materially adversely affect its operations and financial performance in the US market. 

To the best of Liht’s knowledge, Liht’s business is conducted in a manner consistent with state law and is in compliance with applicable state licensing requirements in the US. Copies of licenses are posted on Liht’s website. Liht has internal compliance procedures in place and has compliance focused attorneys engaged in jurisdictions to monitor changes in laws for compliance with US federal and state law on an ongoing basis. These law firms inform any necessary changes to our policies and procedures for compliance in Canada and the US. 

Currently, listings of Canadian companies on the CSE will remain in good standing as long as they provide the disclosure that is required by the applicable Canadian securities regulators and complying with applicable licensing requirements and the regulatory framework enacted by the applicable state in which they operate. 

Forward-Looking Statements: 

This news release contains forward-looking statements, including Future Oriented Financial Information (“FOFI“) that relates to our current expectations and views of future events. Certain information contained herein and certain oral statements made are forward-looking and relate to the Company’s business strategy, any estimate of potential earnings, revenues, costs, and EBITDA, the completion of any transaction, including with ACC and the securityholders thereof, obtaining licenses and permits, completing the build- out of facilities, expectations in connection with the production and expansion plans at our facilities and capacity thereof, expectations regarding the timing of construction, development, and production of our expansion projects for both existing facility expansion and new facilities, the performance of our business and operations, the potential size of the cannabis market, events, courses of action, the proposed transaction with ACC, regulatory approvals and other matters. Statements which are not purely historical are forward- looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future including words or phrases such as “anticipate”, “objective”, “may”, “will”, “might”, “should”, “could”, “can”, “intend”, “expect”, “believe”, “estimate”, “predict”, “potential”, “plan”, “is designed to”, “project”, “continue”, or similar expressions suggest future outcomes or the negative thereof or similar variations. Forward-looking statements may also include, among other things, statements about the Company’s: expectations regarding expenses, sales and operations; future customer concentration; anticipated cash needs and estimates regarding capital requirements and the need for additional financing; total processing capacity; the ability to anticipate the future needs of customers; plans for future products and enhancements of existing products; future growth strategy and growth rate; future intellectual property; and anticipated trends and challenges in the markets in which the Company may operate. 

The FOFI has been prepared by Company management to provide an outlook of Company activities and results and may not be appropriate for other purposes. Company management believes that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. Readers of this news release are cautioned that the Company’s actual future results may be materially different from what the Company expects. 

All information in this news release concerning ACC has been provided for inclusion herein by ACC. Although the Company has no knowledge that would indicate that any information contained herein concerning ACC is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information. 

Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including: the demand for our products; anticipated costs and ability to achieve goals; the Company’s ability to complete any contemplated transactions; historical prices of cannabis; and that there will be no regulation or law that will prevent the Company or ACC from operating its businesses; the state of the economy in general and capital markets in particular; present and future business strategies; the environment in which the Company will operate in the future; the estimated size of the cannabis market; and other factors, many of which are beyond the control of the Company. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, the reader should not place undue reliance on these forward-looking statements. 

The securities of the Company are considered highly speculative due to the nature of the Company and ACC’s businesses. 

Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: execution of the Definitive Agreement; completion of the Proposed Transaction; the Company realizing the anticipated benefits of the Proposed Transaction; business, economic and capital market conditions; the ability to manage the Company’s operating expenses, which may adversely affect the Company’s financial condition; the Company’s ability to remain competitive; regulatory uncertainties; market conditions and the demand and pricing for our products; exchange rate fluctuations; the risk of difficulties in the integration of the Company and ACC; security threats; the Company’s relationships with its customers, distributors and business partners; the Company’s ability to attract, retain and motivate qualified personnel; industry competition; the impact of technology changes on the Company’s products and industry; the Company’s ability to successfully maintain and enforce its intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of litigation that could materially and adversely affect our business; the Company’s ability to manage its working capital; and the Company’s dependence on key personnel. The Company is not a positive cash flow company and it may not actually achieve its plans, projections, or expectations (the Company and ACC have a history of losses). 

Important factors that could cause actual results to differ materially from the Company’s expectations include, consumer sentiment towards the Company’s products and cannabis generally; risks related to the Company and ACC’s ability to maintain its licenses issued by governments in good standing; uncertainty with respect to the Company and ACC’s ability to grow, store and sell cannabis; risks related to the costs required to meet the obligations related to regulatory compliance; risks related to the extensive control and regulations inherent in the industry in which the Company and ACC operate; risks related to governmental regulations, including those relating to taxes and other levies; risks related an early stage business and a business involving an agricultural product and a regulated consumer product; risks related to building brand awareness in a new industry and market; risks relating to restrictions on sales and marketing activities imposed by governments; risks inherent in the agricultural business; risks relating to energy costs; risks relating to product liability claims, regulatory action and litigation; risks relating to recall or return of products; and risks relating to insurance coverage; global economic climate; equipment and building failures; increase in operating costs; decrease in the price of cannabis; security threats; government regulations; loss of key employees and consultants; additional funding requirements; volatility in the securities of the Company; changes in laws; technology failures; failure to obtain permits and licenses; anticipated and unanticipated costs; competition; risks associated with the substantial obligations of being a public company; and failure of counterparties to perform their contractual obligations. This list is not exhaustive of the factors that may affect the forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. 

Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither the Company nor any of the its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this news release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to the reader or any person resulting from the use of the information in this news release by the reader or its representatives or for omissions from the information in this news release. 

Accordingly, readers should not place undue reliance on forward-looking statements. Financial amounts are in United States Dollars, unless otherwise specified. 

Non-GAAP Discloser: 

“Adjusted EBITDA” (earnings before interest, tax, depreciation and amortization, adjusted for one-time, non-recurring charges incurred in the relevant financial period) does not have any standardized meaning as prescribed by International Financial Reporting Standards (“IFRS“) as issued by the International Accounting Standards Board, and, therefore, is considered a non-GAAP measure and may not be comparable to similar measures presented by other issuers. The Company believes the non-GAAP measures of “adjusted EBITDA” and “EBITDA margin”, combined with IFRS measures, such as revenue, are useful measures to its shareholders as management relies on such measures to provide insight into future operations. Readers are cautioned, however, that “adjusted EBITDA’ and “EBITDA margin” should not be construed as an alternative to financial measures determined in accordance with GAAP or IFRS as an indicator of the Company’s financial performance. 

Not an Offer or Solicitation: 

This press release is not an offer of the Company’s securities for sale in the US. The securities may not be offered or sold in the US absent registration or an available exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “US Securities Act“) and applicable US state securities laws. The Company will not make any public offering of its securities in the US. The Company’s securities have not been and will not be registered under the US Securities Act. 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.