Independent Proxy Advisory Firm, ISS, Recommend 48North Shareholders Vote "FOR" the Arrangement Resolution

Shareholders are reminded to submit proxies to vote on the Arrangement Resolution prior to the 5:00 p.m. (Toronto time) on Friday, August 13, 2021, proxy vote deadline

TORONTO, Aug. 9, 2021 /CNW/ - 48North Cannabis Corp. ("48North" or the "Company") (TSXV: NRTH), is pleased to announce that Institutional Shareholder Services Inc. ("ISS") has recommended that 48North shareholders vote FOR the Arrangement Resolution in connection with its announced transaction pursuant to which HEXO Corp. ("HEXO") will, among other things, acquire all of the issued and outstanding common shares of the Company (the "Common Shares") by way of a statutory plan of arrangement under the Canada Business Corporations Act (the "Arrangement").

ISS is recognized as a leading independent proxy and corporate governance advisory firm whose recommendations are relied upon by many major institutional investment firms, mutual and pension funds and other institutional shareholders throughout North America.

While endorsing the Arrangement, ISS concluded; "Vote FOR this resolution based on the review of the terms of the transaction and, in particular, the potential synergies that may be achieved through the combination of the parties and the going concern risk facing the company (as indicated by the auditor). Further, by receiving HEXO shares, current company shareholders will be able to continue to participate in the potential upside developments and future growth opportunities of the resulting combined business, which is expected to have an enhanced capital markets profile, and a robust financial profile with a strong balance sheet and financial position in terms of debt, low depreciable capital base and working capital."

Your vote is very important, regardless of the number of Company Shares that you own. Whether or not you expect to virtually attend the Meeting, we encourage you to vote your form of proxy or voting instruction form, as applicable, as promptly as possible or no later than 5:00 p.m. (Toronto time) on Friday, August 13, 2021, to ensure that your vote will be counted at the Meeting.

The Company remains mindful of the well-being of the Company Shareholders and other stakeholders of the Company amid the rapidly evolving situation resulting from the Coronavirus (COVID-19) outbreak, and accordingly, the Meeting will be held exclusively as a virtual shareholder meeting. Company Shareholders will not be able to attend the Meeting in person, but may attend via live audio webcast available online using the LUMI meeting platform at https://web.lumiagm.com/418612599 on Tuesday, August 17, 2021 at 10:00 a.m. (Toronto time). 48North encourages shareholders to read the meeting materials in detail. Copies of the meeting materials, which include instructions as to how to attend the webcast, are available on the Company's website (https://48nrth.com/meetingmaterial2021/) and SEDAR (www.sedar.com).

If you have questions regarding the Arrangement or require assistance with voting or delivery of your proxy, please contact the Company's proxy solicitation agent, Gryphon Advisors Inc., by telephone at 1.833.461.3643 (toll-free in North America) or 416–902–5565 (collect call outside North America), or by email at inquiries@gryphonadvisors.ca.

About 48North

48North Cannabis Corp. (TSXV:NRTH) is a brand-led, consumer-centric licensed cannabis producer with an expansive portfolio of high quality, accessibly priced products available across the country. The company serves the Canadian medical and adult-use markets with its brand portfolio that includes: 48North, an innovative and high-quality cannabis brand focused on thoughtfully crafted everyday staples for passionate cannabis users; Trail Mix, an accessibly priced brand formulated with taste and aroma-first flavour profiles; and Latitude, a next generation lifestyle platform and premium, natural cannabis collection focused on wellness, beauty, and beyond. 48North operates two indoor-licensed cannabis production sites in Ontario and cultivates unique genetics through its wholly-owned subsidiary, DelShen Therapeutics Corp., and processes cannabis and manufactures next generation cannabis products through Good & Green Corp., both licensed producers under the Cannabis Act (Canada).

Cautionary Statements

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to (i) the benefits of the Arrangement to the Company Shareholders (including, without limitation, each of the benefits described under the heading "Benefits to Company Shareholders"), and (ii) the anticipated timing of the Meeting and the closing of the Arrangement, as well as the conditions for closing (including, the requisite regulatory, court, shareholder and other approvals and consents). There can be no assurance that the Arrangement will be completed as proposed, or at all.

Forward-looking statements are based on certain current expectations, estimates, projections, and assumptions of the Company, including, without limitation, (i) with respect to the growth, results of operations, and performance of HEXO and the Company, as well as industry trends, (ii) with respect to the ability of HEXO and the Company to receive, in a timely manner, the requisite regulatory, court, shareholder and other approvals and consents) and satisfy, in a timely manner, all conditions precedent to the closing of the Arrangement. While the Company considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, (i) risks associated with  the delay or failure to receive regulatory approvals with respect to the Arrangement, (ii) the Arrangement not proceeding or anticipated synergies not materializing as anticipated, or at all, (iii) the cannabis industry generally, including changing industry trends, (iv) income tax and regulatory matters, (v) competition, (vi) general business, economic, competitive, political, regulatory and social uncertainties and conditions, (vii) adverse industry events, including loss of markets, (viii) the COVID-19 pandemic nationally and globally, which could have a material adverse impact on the business, operations and financial results of the Company and/or HEXO and on public markets generally, and (ix) such other risks. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof, and thus are subject to change hereafter. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in the Company's public filings.

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.

SOURCE 48North Cannabis Corp.