October 30, 2019

Citation Growth Corp. Announces Amendment of Outstanding Convertible Debentures

Kelowna, British Columbia–(Newsfile Corp. – October 30, 2019) – Citation Growth Corp. (CSE: CGRO) (OTCQX: CGOTF) (“Citation” or the “Company“), a licensed cannabis cultivator and producer, is pleased to announce that the Company has received approval from the debenture holders for the amendment (the “Amendment”) of the terms of the 10% unsecured convertible debentures (the “Debentures”) as previously announced in its news release dated October 28, 2019.

The following Amendments were approved by the Debenture holders holding over 74.94% of the aggregate outstanding principal amount of the Debentures:

1. The maturity date will be extended from October 23, 2019 to October 23, 2020;

2. All accrued and unpaid interest will be paid in common shares of the Company at market price on the date of issuance;

3. The conversion price will be reduced from $0.80 to $0.70 per unit subject to accelerated maturity if the trading price of the Company’s common shares closes at or above $1.05 per share for ten consecutive trading days;

4. The warrant exercise price will be reduced from $2.00 to $1.25 per share for a period of eighteen months expiring October 23, 2021, subject to acceleration if the trading price of the Company’s common shares closes at or above $1.88 per share for ten consecutive trading days; and

5. Howard Misle, CEO, agreed to personally pay the Debenture holders an additional $260,612 or 10% of the principal amount outstanding in shares when he receives his performance bonus shares.

All other terms of the Debentures remain the same.

In connection with the Amendment, the Company issued 635,642 common shares to settle accrued interests of $260,613 at a deemed price of $0.41 per share. The shares are subject to a four month plus 1 day hold period expiring February 29, 2020.

About Citation Growth Corp.

Citation Growth Corp. is a publicly traded company that has been investing in the medical and recreational cannabis space since 2014. Citation has rapidly expanded its operating portfolio to include cultivation, production, and dispensary locations in key North American state-legal jurisdictions and is seeking expansion opportunities worldwide.

For Further Information:

Rahim Mohamed,
1-877-438-5448 Extension 718

Paul Searle, Corporate Communications
1-877-438-5448 Extension 714

Stock Exchanges:

Citation trades in Canada, under the ticker symbol “CGRO” on the CSE, and in the U.S., under the ticker symbol “CGOTF” on the OTCQX Best Market (the “OTCQX”). The Company also trades on other recognized platforms in Europe including Frankfurt, Stuttgart, Tradegate, L & S, Quotnx, Dusseldorf, Munich, and Berlin.

Neither the CSE nor its Regulation Services Provider, nor the OTCQX has approved nor disapproved the contents of this press release. Neither the CSE, nor the OTCQX accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements:

This news release contains forward-looking statements that relate to our current expectations and views of future events. These statements relate to future events or future performance. Statements which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future including words or phrases such as “anticipate”, “become”, “objective”, “may”, “will”, “might”, “should”, “could”, “can”, “intend”, “expect”, “believe”, “estimate”, “predict”, “potential”, “plan”, “is designed to”, “project”, “continue”, or similar expressions suggest future outcomes or the negative thereof or similar variations. Forward-looking statements may also include, among other things, statements about the Company’s: future business strategy; operations and growth strategies; expectations of obtaining licenses and permits; expectations regarding expenses, sales and operations; future customer concentration; anticipated cash needs and estimates regarding capital requirements and the need for additional financing; ability to raise future financing; completion of all proposed site phases; the ability to expand into other states; expectations of operational efficiencies; total processing capacity; the ability to anticipate the future needs of customers; plans for future products and enhancements of existing products; future growth strategy and growth rate; future intellectual property; regulatory approvals and other matters; and anticipated trends and challenges in the markets in which the Company may operate.

Such forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: business, economic and capital market conditions; the ability to manage the Company’s operating expenses, which may adversely affect the Company’s financial condition; the Company’s ability to remain competitive; regulatory uncertainties; market conditions and the demand and pricing for our products; exchange rate fluctuations; security threats; the Company’s relationships with its customers, distributors and business partners; the Company’s ability to attract, retain and motivate qualified personnel; industry competition; the impact of technology changes on the Company’s products and industry; the Company’s ability to successfully maintain and enforce its

intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of litigation that could materially and adversely affect our business; the Company’s ability to manage its working capital; and the Company’s dependence on key personnel. The Company is nota positive cash flow company and it may not actually achieve its plans, projections, or expectations (the Company has a history of losses).

Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this news release.

Not an Offer or Solicitation:

This press release is not an offer of the Company’s securities for sale in the U.S. The securities may not be offered or sold in the U.S. absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the U.S. The Company’s securities have not been and will not be registered under the U.S. Securities Act.


October 30, 2019

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