Red White & Bloom Brands Inc. entered into a stalking horse asset purchase agreement to acquire One Plant Corp. and Certain assets of Aleafia Health Inc.

Red White & Bloom Brands Inc. (CNSX:RWB) entered into a stalking horse asset purchase agreement to acquire One Plant (Retail) Corp. and Certain assets of Aleafia Health Inc. on August 22, 2023. The Stalking Horse Agreement was approved by the Court in the context of the sale and investment solicitation process SISP, in order to establish the baseline consideration for the Corporation?s business and assets. Red White & Bloom Brands has been selected as the successful bidder. In addition, Aleafia has entered into a definitive purchase agreement pursuant to which it has agreed to sell its Grimsby facility to a third-party purchaser. In accordance with the terms of the SISP, Aleafia will be seeking Court approval of the Sale Transactions in connection with the SISP and authority to consummate the transactions provided for therein at the approval hearing which will be held on October 27, 2023. Transaction is subject to satisfaction or waiver of certain conditions set forth in the Stalking Horse Agreement, including, among other things, the Court granting the requisite approval and vesting order as a final order (the ?Approval Order?), receipt of all required regulatory approvals and Aleafia Group?s Health Canada and cannabis excise licences being in good standing and continuing in good standing and not suspended or terminated following the closing date. If approved by the Court, closing of the RWB Transaction is expected to occur prior to November 22, 2023.

As of November 22, 2023, the parties to the Amended Stalking Horse Agreement have satisfied substantially all of the conditions to closing set forth in the Amended Stalking Horse Agreement. The parties are continuing to collaboratively pursue, with the applicable government authorities, the remaining conditions required to obtain the required regulatory approvals. For this purpose, the parties have agreed to extend the outside date in the Amended Stalking Horse Agreement from November 22, 2023, to December 15, 2023, and currently anticipate closing the transactions contemplated under the Amended Stalking Horse Agreement by no later than December 15, 2023.