Vancouver, British Columbia--(Newsfile Corp. - February 13, 2023) - TransCanna Holdings Inc. (CSE: TCAN) (FSE: TH8) ("TransCanna" or the "Company" or the "Guarantor") announced that the Company entered into a Deed in Lieu of Foreclosure Agreement, dated February 13, 2023 (the "Deed in Lieu"), by and among the Pelorus Fund REIT, LLC (the "Lender"), Dalvi, LLC, ("Propco"), Lyfted Farms, Inc. ("Opco" together with Propco, the "Borrower"), the Company and James R. Blink, solely in his individual capacity (the "Limited Guarantor" and together with the Guarantor, the "Guarantor Parties"), that provides for, among other things, the transfer at a future closing of substantially all of the Loan Collateral (excluding certain equity interests and contracts) to a designee of the Lender (the "Transactions"). The Lender reserved all rights and remedies under the previously announced Loan Agreement dated as of July 29, 2022 (the "Loan Agreement"), by and among the Borrower, Guarantor Parties and Lender whereby the Lender had provided a term loan to the Borrower in the original principal amount of $15,808,000 (the "Loan Amount"), secured against all or substantially all the assets of the Borrower and the Company (the "Loan Collateral") in accordance with the terms and provisions thereof. The Company also announces that certain events of default exist under the Loan Agreement and such events of default are acknowledged by the Borrower and Guarantor Parties under the Deed in Lieu. The Company further announces that, pursuant to the Deed in Lieu, the Borrower and the Guarantor Parties acknowledged that (i) the Lender has no obligation to disburse additional amounts to Borrower pursuant to the terms of the Loan Agreement and any disbursement or other protective advances may be made at the sole discretion of the Lender, and (ii) to the extent the Lender has elected or in the future elects to make any new money advances to or for the benefit of Borrower or any Guarantor Party, such amounts shall automatically be deemed to be: (1) added to the outstanding Loan Amount under the Loan Agreement, (2) obligations incurred under the Loan Agreement and guaranteed by the Guarantor Parties in accordance with the terms of the Loan Agreement, and (3) secured by all of the Loan Collateral in accordance with the terms of documents auxiliary and additional to the Loan Agreement. As of January 31, 2023, the total amount of outstanding principal and accrued but unpaid interest (including interest accruing at the Default Interest Rate as a result of the Existing Events of Default, to the extent permitted by applicable law) due and owing to the Lender under the Loan Agreement (including, without limitation, protective advances made to the Borrower through such date) is $17,654,612.32.