Stem Holdings, Inc.: Stem Holdings Completes Warrant and Debenture Repricing

BOCA RATON, FL / ACCESSWIRE / April 10, 2020 / Stem Holdings, Inc. (OTCQX:STMH, CSE:STEM) (the "Company" or "Stem"), a leading vertically-integrated cannabis and hemp branded products company with state-of-the-art cultivation, processing, extraction, retail, and distribution operations, is pleased to announce that the Company has received the approval of the holders (the "Warrantholders") of the Warrants (as defined herein) and the holders (the "Debentureholders") of the Convertible Debentures (as defined herein) to reprice the convertible securities issued in connection with the Company's special warrant financing, which closed on December 27, 2018 and March 14, 2019. The share purchase warrants of the Company issued in connection with the financing (the "Warrants") will be repriced to C$1.50 per Common Share (as defined herein) and the convertible debentures of the Company issued in connection with the financing (the "Convertible Debentures") will be repriced to C$1.15 per Common Share (the "New Conversion Price").

Additionally, the Debentureholders have approved the following amendments to the terms of the Convertible Debentures: (i) an extension to the maturity date of the Convertible Debentures to three years from the date of issuance; and (ii) an amendment to permit the Company to force the conversion of the principal amount of the then-outstanding Convertible Debentures and any accrued and unpaid interest thereof at the New Conversion Price on not less than 30 days prior written notice if the closing trading price of the shares of common stock of Stem (the "Common Shares") exceeds C$1.90 for a period of ten (10) consecutive trading days on the CSE (collectively, the "Debenture Amendments"). The Warrantholders have also approved the inclusion of an early acceleration feature in accordance with the policies of the Canadian Securities Exchange, permitting the Company to accelerate the expiry date of the Warrants should the closing trading price of the Common Shares exceed C$1.87 for a period of ten (10) consecutive trading days on the CSE (the "Warrant Amendment").

The repricing of the Warrants, the repricing of the Convertible Debentures, the Debenture Amendments, and the Warrant Amendment have been implemented pursuant to the terms of supplemental indentures entered into between the Company and Olympia Trust Company dated as of the date hereof (the "Supplemental Indentures"). Copies of the Supplemental Indentures will be available on the Company's profile on SEDAR.

About Stem Holdings, Inc.

Stem Holdings, Inc. (OTCQX:STMH CSE:STEM) is a leading cannabis and hemp branded products company in the U.S. with proprietary capabilities in sustainable cultivation, processing, extraction, and R&D, as well as retail and distribution operations aligned with state-by-state regulations. Stem's award-winning owned- and partner-brands including TJ's Gardens™ and Yerba Buena™ are the foundation of the Company's expansion within current as well as new segments and markets, with exceptional and disruptive brands, and products that benefit well-being. Stem's expertise and scale will drive growth domestically and internationally with a continuing commitment to social responsibility and shareholder equity as a leader in the cannabis industry.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflects the expectations of Stem's management concerning future results or events based on the opinions, assumptions and estimates considered reasonable by management at the date the statements are made. Although Stem believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Stem does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

No securities regulatory authority has in any way passed upon the merits of the proposed transactions described in this news release or has approved or disapproved of the contents of this news release.

For further information, please contact:

Media Contact:

Mauria Betts
Director of Branding and Public Relations
[phone]
[e-mail]

Investor Relations:

John Mills
ICR, LLC
[phone]
[e-mail]

Deirdre Thomson
ICR, LLC
[phone]
[e-mail]

SOURCE: Stem Holdings, Inc.

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