Mr. Todd Shapiro reports

RED LIGHT HOLLAND TO PURCHASE 100 ACRES OF FARMLAND IN ONTARIO, CANADA AS ITS MUSHROOM FARMS DIVISION EXPANDS IN NORTH AMERICA

Red Light Holland Corp. has signed a purchase and sales agreement to acquire 100 acres of farmland located at 620 Stewart Line, in the township of Cavan-Monaghan in Peterborough, Ont., for $1.85-million.

Strategic highlights

The purchase of the farmland by the company will have the ability to dramatically increase the company's production, packaging and distribution of a wide variety of fresh mushrooms. The company intends to work with Acadian Exotic Mushrooms Ltd. (AEM Farms), an operational gourmet mushroom production facility in New Brunswick, Ont., which is majority owned by Red Light (as previously disclosed on Sept. 7, 2021) and co-owned by leading Canadian mushroom farming groups/individuals Holburne Mushroom Farm and Mike and Fernando Medeiros, who co-own Carleton Mushroom Farms, to develop the farm into approximately 65,000 square feet of two mushroom production facilities (to be called AEM Ontario). The acquisition will enable the company to expand its farm division (Red Light Farms), which already includes the Happy Caps gourmet mushroom farm in Halifax, N.S., AEM Farms in New Brunswick, Ont., and Red Light's truffle farm in Horst, the Netherlands. The company expects planning of AEM Ontario to commence immediately, with construction expected to start in the summer of 2022 as planning and productive conversations with the township of Cavan-Monaghan have already begun.

"We at Red Light are so excited that our AEM partnership with industry leaders in the mushroom sector will continue to grow on a much bigger scale," said Todd Shapiro, chief executive officer and director of Red Light. "Mushrooms and truffles are our core focus, and I've really fallen in love and see tremendous opportunity in the exotic mushroom industry. By purchasing 100 acres of farmland, we are continuing with our incredible plan of setting up a strategic foundation focused on increasing revenues and profit, which plans on being the mushroom train for psychedelic R&D [research and development], legal, regulations, advocacy, education, and product development as we advance in the psychedelic sector cautiously and carefully. As we continue to expand the Red Light Farms division, we anticipate adding additional revenue generation facilities, which could be converted to support Canadian psychedelic operations, if and when regulations permit -- all with the focus on enhancing shareholder value. We look forward to updating the market when AEM Ontario commences operations, and, in the meantime, we are pleased to add a strong asset on the books -- farmland," added Mr. Shapiro.

"Todd has a clear-cut and confident vision of revenue generation in a proven mushroom industry that fuels the expansion of the close cousin, psilocybin," said Bruce Linton, chair of Red Light's advisory board. "As Todd continues to innovate, lead and push the limits, like no other company in the recreational psychedelic sector, he also grows partnerships with industry leaders to help ensure near term and future success. It's a great strategy. I'm truly excited and proud to be a part of this clever, creative and fun team who are focused on continued growth," added Mr. Linton.

"We have been so pleased with our partnership with Red Light to date. It was a no-brainer for us, together, to focus on much larger growth for the future. The purchase of 100 acres of farmland will provide us with a massive opportunity, which we feel can be very successful," said Mike Medeiros, co-owner of Carleton Mushroom Farms and president of Mushrooms Canada. "Our expertise and knowledge of the mushroom industry, coupled with Red Light's psychedelic, psilocybin, branding and marketing knowledge, is a great fit and we look forward to growing strategically together," added Mr. Medeiros.

Acquisition details

The acquisition, which is an arm's-length transaction, is subject to customary conditions of closing, is expected to close in June, 2022. The consideration for the farm being acquired will be $1.85-million paid in cash on closing.

Grant of restricted share units

Further to the company's press release dated June 8, 2021, the company has issued an aggregate of 366,232 restricted share units to three consultants of Radix Motion Inc. out of the reserved aggregate of 3,924,042 restricted share units. The restricted share units were issued on April 10, 2022, on a monthly vesting schedule such that 25 per cent of the restricted share units vest every month. The restricted share units expire three years from the issuance date of the restricted share units.

About Red Light Holland Corp.

The company is an Ontario-based corporation engaged in the production, growth and sale (through existing smart shop operators and an advanced e-commerce platform) of a premium brand of magic truffles to the legal market within the Netherlands.

We seek Safe Harbor.