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Emerald Health Therapeutics closes debt stocks

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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRES OR FOR DISTRIBUTION IN THE UNITED STATES

VANCOUVER, British Columbia, Jan. 31, 2020 (GLOBE NEWSWIRE) — Emerald Health Therapeutics, Inc. (“Emerald”) (TSXV: EMH; OTCQX: EMHTF), is pleased to announce that it has closed its announced actions previously for debt financing.

Pursuant to its press release dated January 27, 2020, Emerald has settled $2,816,963 (the “Debt”) of the Aggregate Debt owed by Emerald to Emerald Health Sciences Inc. (“Sciences”), a control person of Emerald, in exchange for the issuance of 9,713,666 common shares of Emerald (each, a “Debt Share”) at a deemed value of $0.29 per Debt Share (the “Debt Settlement “). The debt consists of: (i) $794,182 owed to Sciences under a previously disclosed loan agreement between the parties; and (ii) $2,022,781 due to Sciences under payable transactions. The debt settlement has been approved by the independent members of Emerald’s board of directors, who have determined that the fair market value of the securities issued pursuant to the debt settlement and the corresponding consideration are reasonable.

After closing, Sciences holds approximately 39,401,608 of the issued and outstanding shares of Emerald, representing approximately 23.1% of the issued and outstanding shares of Emerald, on a non-diluted basis.

As Sciences is a controlling person of Emerald, the debt settlement was considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 (“MI 61-101”). Emerald relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(a) thereof.

Emerald also terminated the amended hemp supply agreement it entered into with Sciences in 2019.

This press release will not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the securities in any state where such offer, solicitation or sale would be unlawful. The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from United States registration requirements. State Securities Act of 1933, as amended, and applicable state securities laws.

About Emerald Health Therapeutics

Emerald Health Therapeutics, Inc. is committed to creating new consumer experiences with recreational and wellness-focused cannabis products. With a focus on innovation and production excellence, Emerald has built a platform of distinct operating assets designed to uniquely serve the Canadian market and international opportunities. Its 50% owned Pure Sunfarms (PSF) operation in British Columbia, with high quality products at affordable prices, is in full production in its first 1.1 million square foot greenhouse, Delta 3. Verdélite Premium Craftsmanship by Emerald is fully licensed and in full production at its 88,000 square foot indoor facility in Quebec. Its organic greenhouses and outdoor activities focused on Metro Vancouver health and wellness have completed planting in the first of two 78,000 square foot buildings. Its Emerald Naturals joint venture is creating an entirely new category of wellness products with its non-cannabis line of endocannabinoid support products and expanding its distribution across Canada.

Please visit www.emeraldhealth.ca for more information or contact:

Jenn Hepburn, Chief Financial Officer
(800) 757 3536 Ext. #5

Emerald Investor Relations
(800) 757 3536 Ext. #5
[email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Caution Regarding Forward-Looking Statements: Certain statements made in this press release that are not historical facts are forward-looking statements and are subject to important risks, uncertainties and assumptions, both general and specific, that give rise to the possibility that actual results or events could differ materially from our expectations expressed or implied by such forward-looking statements. These statements include: the production and processing capacity of various facilities; expansion of facilities; and expanding the distribution of products supporting endocannabinoids.

We cannot guarantee the achievement of any forward-looking statement, and readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements involve risks and uncertainties related to, among other things, changes in laws and regulations; changes of government; failure to obtain regulatory approvals or permits; failure to obtain necessary financing; the results of production and sales activities; results of scientific research; regulatory changes; changes in input prices and costs; labor demand; demand for products; failure of counterparties to perform their contractual obligations; as well as the risk factors described in Emerald’s Annual Information Form and other regulatory documents. The forward-looking statements contained in this press release represent our expectations as of the date hereof. Forward-looking statements are presented for the purpose of providing information about management’s current expectations and plans and to enable investors and others to obtain a better understanding of our expected operating environment. Readers are cautioned that this information may not be suitable for other purposes. Emerald undertakes no obligation to update or revise these statements to reflect new circumstances or unforeseen events as they occur, except as required by applicable law.