Next Green Wave Holdings Inc. (NGW) (NXGWF) Announces $6 Million Convertible Note Offering

Next Green Wave Holdings Inc. (CSE: NGW) (OTCQB: NXGWF) (“Next Green Wave”, “NGW” or the “Company”) announces that it intends to conduct a non-brokered private placement of 6,000 unsecured convertible notes at the price of $1,000 per convertible note (the “Notes”) totaling $6,000,000 (the “Offering”). The Offering will be issuable in two tranches (“Tranche 1” and “Tranche 2”).

The purpose and structure of the Offerings is to provide the Company with the financial flexibility to execute its rapid growth strategy model while continuing to maintain and protect shareholder value.

“The closing of this Offering will allow Next Green Wave the financial flexibility to be aggressive in rapidly expanding its operations and distribution of its brands and products in California,” said CEO, Leigh Hughes. “These funding partners have selectively invested in cannabis companies and this commitment ensures we protect our shareholder value moving forward.”

Terms of the Notes:

• Tranche 1 will consist of 3,000 Notes and Tranche 2 will consist of 3,000 Notes issuable upon an irrevocable draw down notice delivered by the Company to the subscribers and the issuance of a press release announcing Tranche 2 not later than 45 days following the closing date of Tranche 1.
• The Notes will mature and be repayable on a date that is 24 months from the relevant Tranche 1 or Tranche 2 closing date and will accrue interest at the rate of 8.5 per cent per annum payable in arrears semi-annually on June 30 and December 30 of each year.
• The principal amount is convertible, for no additional consideration, into common shares of NGW (the “Shares”) at the option of the holder at any time prior to the close of business on the maturity date, at a conversion price equal to the 5 trading day VWAP immediately preceding the closing date of the relevant Tranche 1 or Tranche 2 (each a “Conversion Price”).
• In connection with the issuance of each relevant tranche, the subscribers of the Notes will be issued non-transferable common share purchase warrants (the “Warrants”) entitling the purchase of 100% of the number of Shares issuable upon conversion of the Notes.
• Each Warrant will entitle the holder to purchase one Share for a period of 24 months from the date of issue. Warrants issued pursuant to each tranche will have an exercise price equal to a 25% premium to the Conversion Price of the relevant tranche (the “Exercise Price”).
• The Company may force the conversion of the Notes and exercise of the Warrants if the Conversion Price or Exercise Price, as the case may be, is greater than a 100% premium to the applicable Conversion Price or Exercise Price as the case may be.

Closing of the Offering remains subject to the Company’s filing requirements with the CSE. M Partners Inc. acted as an advisor to the Company in respect of the Offering. The Company will pay an advisory fee to M Partners Inc. in connection with their role in the issuance of Notes under the Offering. The Notes, the Warrants, and the Shares issuable on conversion or exercise thereof will be subject to a statutory hold period expiring on the date that is four months and one day after the relevant Tranche 1 or Tranche 2 closing.

About Next Green Wave

Next Green Wave is a vertically integrated seed-to-consumer premium medicinal and recreational cannabis company operating in California. The Company’s first state-of-the-art indoor facility (35,000 ft.²) is now entering production with future plans to expand the 15 acres of cannabis zoned land it is situated on. NGW has acquired a seed library of over 120 strains which include several award-winning genetics and cultivars. Recent acquisition of SDC Ventures will complement NGW’s branded products and accelerate the company to revenue through SDC’ existing partnerships and labels. The investment in OMG will provide NGW access to distribution through the licensing of our brands through Colombia. To find out more visit us at www.nextgreenwave.com or follow us on Twitter at @nextgreenwave, on Instagram, and LinkedIn.

On behalf of the board,

Leigh Hughes, 
CEO and Executive Chairman
Next Green Wave Holdings Inc.

Next Green Wave Forward Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are “forward-looking statements.” Forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. Such risks and uncertainties include, among others, the risk factors included in the preliminary prospectus, including without limitation dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing state, local or other licenses and any inability to obtain all necessary governmental approvals licenses and permits to complete construction of its proposed facilities in a timely manner; engaging in activities which currently are illegal under US federal law and the uncertainty of existing protection from U.S. federal or other prosecution; regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, particularly in California, due to inconsistent public opinion, perception of the medical-use and adult-use marijuana industry, bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; NGW’s limited operating history and lack of historical profits; reliance on management; NGW’s requirements for additional financing, and the effect of capital market conditions and other factors on capital availability, including closing of Tranche 1 and Tranche 2 of the Notes; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers. Readers are encouraged to the review the section titled “Risk Factors” in NGW’s prospectus. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although NGW has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. NGW no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.