Ryan Brown and 9329-7158 Quebec Inc. Acquire Convertible Debentures and Warrants of North Bud Farms Inc.

TORONTO, Feb. 19, 2020 /CNW/ - This news release is issued by Ryan Brown and 9329-7158 Quebec Inc. (together, the "Acquirors") pursuant to the early warning requirements of National Instrument 62-104 and National Instrument 62-103 with respect to the acquisition by Acquirors of debenture units (each a "Debenture Unit") of North Bud Farms Inc. (the "Issuer").

On February 14, 2020, in connection with the closing of the second tranche of a non-brokered private placement of the Issuer, the Acquirors purchased 400 Debenture Units of the Issuer, each consisting of $1,000 principal amount of 10% secured convertible debentures of the Issuer (a "Debenture") and 5,556 common share purchase warrants (each a "Warrant"), at price of $1,000 per Debenture Unit for gross proceeds to the issuer of $400,000 (the "Second Tranche"). Each Debenture may be converted into common shares in the capital of the Issuer (each a "Conversion Share") at a conversion price of $0.18 per Conversion Share. Each Warrant entitles the holder thereof to purchase one common share in the capital of the Issuer (a "Warrant Share") at an exercise price of $0.30 per Warrant Share. The Debentures mature and the Warrants expire on February 14, 2023.

In connection with the closing of the Second Tranche, the Issuer granted 3,556 warrants (the "Additional Warrants") per debenture unit to persons that subscribed to the first tranche of the Issuer's offering of debenture units, which closed on November 6, 2019 (the "First Tranche"). As a result of their participation in the First Tranche, the Acquirors were granted 2,361,184 Additional Warrants. The Additional Warrants expire on November 6, 2022.

Prior to the closing of the Second Tranche, the Acquirors owned and controlled 6,945,334 common shares in the capital of the Issuer (each a "Common Share"), representing 9.90% of the issued and outstanding Common Shares, assuming the exercise of 1,000,000 options to acquire Common Shares (the "Options"), the conversion of aggregate principal amount of $664,000 debentures (the "First Tranche Debentures"), the exercise of 1,328,000 warrants (the "First Tranche Warrants") and the conversion of 694,444 restricted share units (the "RSUs") by the Acquirors.

As a result of the closing of Second Tranche and the issuance of the Additional Warrants, the Acquirors now own and control a total of 13,776,396 Common Shares of the Issuer, representing 17.87% of the issued and outstanding common shares of the Issuer, assuming the conversion and exercise of the Debentures and Warrants comprising the Debenture Units, the exercise of the Additional Warrants, the exercise the Options, the conversion of the First Tranche Debentures, the exercise of the First Tranche Warrants and the conversion of the RSUs by the Acquirors.

In the future, additional securities of the Issuer may be acquired or disposed of by the Acquirors, through the market, privately or otherwise, subject in all cases to market conditions and compliance with applicable securities laws.

For further information, and to obtain a copy of the early warning report filed under applicable securities legislation in connection with the transactions described herein, please go to the Issuer's profile on the SEDAR website at www.sedar.com, or contact Mr. Ryan Brown at 855-359-2475.

SOURCE Ryan Brown

Ryan Brown, 12 Chemin Pine Loop, Chelsea, Quebec, J9B 2M3, Tel: [phone]