Origin House Announces Record Quarterly Revenue of $11.2 Million for the First Quarter of 2019; Sequential Growth of 41% from Q4 2018

Adjusted EBITDA

Share Capital

The Company's authorized share capital is an unlimited number of common shares of which 66,841,636 were issued and outstanding as at March 31, 2019 ( December 31, 2018 – 60,263,768 common shares). Also issued were 3,045,791 RSUs that have not been exercised as at March 31, 2019 including 2,556,001 that have vested ( December 31, 2018 – 3,431,210 including 2,551,839 that had vested). As of March 31, 2019 , there are share purchase warrants and broker warrants outstanding that can potentially be converted to 12,938 shares ( December 31, 2018 – 12,938). The Company has issued 929,000 share options that have not been exercised as at March 31, 2019 including 425,750 that have vested ( December 31, 2018 – 929,000 including 420,125 that had vested). A total of 1,483,680 common shares and an additional $15 million cash equivalent in common shares may be issued as contingent consideration for the acquisition of 180 Smoke over the next three years subject to the achievement of agreed milestones ( December 31, 2018 – nil and $nil).  The Company has outstanding 34,268 Class A Compressed Shares and 21,001 RPE shares which can each be converted into 100 common shares, or a total of 5,526,900 common shares ( December 31, 2018 – 35,088 Class A and 21,001 RPE compressed shares convertible to 5,608,900 common shares). There are an additional 35,088 Class A Compressed Shares that can be issued upon meeting certain milestones and 49,000 RPE shares that may be issued over the next 24 months.

Approval of Origin House Restricted Stock Unit ("RSU") Issuances

Prior to approving the definitive agreement in connection with the Arrangement (the "Arrangement Agreement"), the Board of Directors of Origin House approved a pool of 2,292,000 Origin House RSUs (the "RSU Pool") to be issued following execution of the Arrangement Agreement to employees, officers, directors and consultants of the Company at the direction of management of Origin House. The Company now announces that the RSU Pool has been conditionally allocated, including 1,332,000 Origin House RSUs allocated to the directors and executive officers of Origin House. The RSUs are expected to be issued at such times as management of the Company considers advisable and, subject to their terms, are expected to vest in three equal tranches, on the dates that are 6 months, one year, and two years from the grant date.

About Origin House

Origin House is a growing cannabis brands and distribution company operating across key markets in the U.S. and Canada, with a strategic focus on becoming a preeminent global house of cannabis brands. Origin House's foundation is in California, the world's largest regulated cannabis market, where it delivers over 130 branded cannabis products from 50+ brands to the majority of licensed dispensaries. Origin House's brand development platform is operated out of five licensed facilities located across California, and provides distribution, manufacturing, cultivation and marketing services for its brand partners. Origin House is actively developing infrastructure to support the proliferation of its brands internationally, initially through its acquisition of Canadian retailer 180 Smoke. Origin House's shares trade on the CSE under the symbol "OH" and on the OTCQX under the symbol "ORHOF". Origin House is the registered business name of CannaRoyalty Corp. For more information, visit www.originhouse.com.

Disclaimer Regarding Financial Information

The financial information presented in this news release is based on preliminary, unaudited financial statements prepared by management, for the first quarter ended March 31, 2019 . Accordingly, such financial information may be subject to change. All financial information contained in this news release is qualified in its entirety with reference to the Company's unaudited financial statements for the first quarter ended March 31, 2019 , which will be filed on SEDAR (www.sedar.com) on May 29, 2019 . While the Company does not expect there to be any material changes to the financial information presented in this news release, to the extent that it is inconsistent with the information contained in the Company's unaudited financial statements for the first quarter ended March 31, 2019 , the financial information contained in this news release shall be deemed to be modified or superseded by the Company's unaudited financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.

Forward Looking Statements 

Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Origin House's periodic filings with Canadian securities regulators. When used in this news release, words such as "will, could, plan, estimate, expect, intend, may, potential, believe, should," and similar expressions, are forward- looking statements.

Forward-looking statements may include, without limitation, the terms of the Arrangement (including the terms, timing, closing and conditions thereof), the timing of the special meeting of shareholders in respect of the Arrangement, expected growth and performance of Origin House and/or Cresco Labs upon completion of the Arrangement, the terms of the proposed Transaction (including the terms, timing, closing and conditions thereof), the timing and the issuance and vesting of the Company RSUs in the RSU Pool, the execution of the Company's strategy, new opportunities, the Company's timing and process for expansion in Canada and globally, new opportunities, future growth and other statements.

Although the Company has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects that are engaged in activities currently considered illegal under US federal law; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change.

There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. The Company disclaims any intention or obligation to update or revise such information, except as required by applicable law, and the Company does not assume any liability for disclosure relating to any other company mentioned herein.

SOURCE Origin House

View original content: http://www.newswire.ca/en/releases/archive/May2019/29/c5275.html

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