Item 3.02 Unregistered Sales of Equity Securities

During the period August 4, 2021 through August 13, 2021, holders of Multiple Voting Shares, no par value per share ("MVS"), of Harvest Health & Recreation Inc. (the "Company"), converted an aggregate of 68,486.70 shares of MVS to Subordinate Voting Shares, no par value ("SVS"), of the Company resulting in the issuance of 6,848,670SVS by the Company. In accordance with their terms, MVS are convertible into SVS on a 1:100 basis. The holders of certain shares of SVS remain subject to individually negotiated lock-up agreements. The Company did not receive any cash proceeds as a result of the exchange of the MVS for the SVS, and the shares of MVS exchanged have been retired and cancelled. The issuance of SVS was made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of the Company's securities, and no commission or other remuneration was paid to any party for soliciting such exchange.

During the same period, the Company issued an aggregate of 7,485,559 SVS as a result of the exercise of certain outstanding warrants issued by the Company in the past to various investors (the "Warrant Holders"). As a result of the exercise of the warrants, the Company received gross cash proceeds of USD $15,988,310.55 and CDN$1,138,506.64. The Warrant Holders exercised the warrants at exercise prices of USD$2.29 and CDN$2.26.

The issuances of SVS in connection with the warrant exercises were made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 4(a)(2) and Regulation D promulgated thereunder or Regulation S promulgated thereunder, as applicable, each for transactions by an issuer not involving a public offering.

This current report on Form 8-K does not constitute an offer to exchange any securities of the Company for SVS, MVS or other securities of the Company.

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