Mr. Todd Shapiro reports

RED LIGHT HOLLAND AND SUPERSTAR WIZ KHALIFA TO LAUNCH NATURALLY OCCURRING PSILOCYBIN AND MUSHROOMS WELLNESS BRAND: MISTERCAP

Red Light Holland Corp. has partnered with multiplatinum-selling, Grammy and Golden Globe Award nominated recording artist Wiz Khalifa to release a new psychedelics and mushrooms wellness brand called Mistercap.

"We've been working with Wiz Khalifa and his team to collaborate and create a brand that encompasses our joint belief for the affordable and equitable access to naturally occurring psilocybin responsibly," said chief executive officer and director of Red Light Holland Todd Shapiro. "We are very excited to partner with Wiz to launch Mistercap Magic Truffles in the Netherlands (18-plus). Together, we will monitor future potential markets, if and when regulations legally permit, to expand the availability of the Mistercap psychedelic products line-up. Additionally, we are excited to launch Mistercap Home Grow natural mushroom kits in the United States, Europe and Canada by the end of fiscal 2022, and we will continue to work towards producing additional functional mushroom products jointly under the Mistercap brand.

"Wiz Khalifa is a global icon with tremendous reach who is uniquely positioned to help us spread the message and end the stigma surrounding psilocybin while focusing on mental health and wellness. Wiz, a serial entrepreneur with the proven ability to create powerful brands, combined with Red Light Hollands's farming, production, packaging and distribution experience and capabilities -- and our ability to reach global markets -- is an extremely powerful and exciting combination," exclaimed Mr. Shapiro. "When we launch the Mistercap products, including the Mistercap website, social media channels and merch -- we plan on launching big time -- so stay tuned, because Wiz Khalifa x Red Light Holland together are not afraid of shaking things up and making some much needed helpful noise. Together, we are demonstrating that mushrooms are important, the future and can be very sexy."

"Launching Mistercap Magic Truffles in the Netherlands and creating other Mistercap natural mushroom products and Home Grow kits is gonna be dope. We are building something special and are excited to grow with the industry," added Mr. Khalifa.

"We are very excited to join forces with Wiz Khalifa," added Brad J. Lamb, chairman of the board of directors of Red Light Holland. "Genuine brand recognition and celebrity social media reach will help Red Light Holland gain global awareness for recreational psilocybin as we all look forward to being a part of a positive change and ending stigmas. Red Light will also continue to focus on increasing revenues with many different kinds of mushrooms, from farming, distribution to consumer-packaged goods, creating a well-positioned company with a continued, constant and clever growth strategy."

About Mr. Khalifa and Mistercap

Mr. Khalifa's distinguished career includes experience across a wide variety of industries including music, television, film, brand development, content curation, and social and digital media. Having launched numerous successful brands, including Khalifa Kush (his line of premium cannabis products), he is uniquely positioned to bring his authentic approach and creative talents to the psychedelic and mushrooms industry.

Mr. Khalifa will utilize his Wiz Khalifa social media platforms (Instagram: 38.1 million followers; Twitter: 36.5 million followers; Facebook: 47 million followers) to showcase the Mistercap brand.

The company, Mistercap and Mr. Khalifa will share further details on the Mistercap products, team and vision in the weeks to follow.

Transaction details

In connection with launching the Mistercap brand, Red Light Holland and Mistercap LLC have entered into an intellectual property (IP) licensing agreement. Pursuant to the terms of the IP licensing agreement, Mistercap shall exclusively license certain intellectual property held by Mistercap to Red Light Holland to develop, cultivate, process, package, distribute and sell mushroom and/or truffle-related products under the Mistercap brands. The initial term of the IP licensing agreement shall be for three years and shall be automatically renewable for one-year successive terms upon Red Light Holland continuing to hit certain benchmark sales targets. As partial consideration for the license, Mistercap will be paid (i) $250,000 in cash and (ii) $1-million, which is to be satisfied through the issuance of common shares in the capital of Red Light Holland at a price of 7.5 cents per common share. The common shares will be subject to a four-month-and-one-day hold period, pursuant to the polices of the Canadian Securities Exchange (CSE) and applicable securities laws. In addition, Mistercap will: (x) receive monthly royalty payments paid over the term of the IP licensing agreement, calculated based on the sale of products developed pursuant to the partnership, and (y) be paid a monthly marketing fee. Additional payments are due in the event future markets are available to sell in pursuant to the terms of the IP licensing agreement. The company has budgeted $1-million per year to fulfill royalty fees, marketing expenses and additional payment obligations owed to Mistercap, pursuant to the terms of the IP licensing agreement. The company plans on reallocating a majority of the $1.8-million marketing budget outlined under the heading "Use of Proceeds and Milestones" in the company's management discussion and analysis for the nine months ended Dec. 31, 2021, toward growing the Mistercap brand.

Option grants

The company is also pleased to announce the grant of an aggregate of 400,000 stock options to certain consultants of the company, pursuant to the company's stock option plan. Each option is exercisable to purchase one common share at a price of 7.5 cents per common share, expires five years from the date of grant, and vests in equal 50-per-cent allotments at the 12-month and 24-month anniversaries from the date of grant.

The options (and any common shares issuable upon redemption) are subject to a four-month-and-one-day hold period, pursuant to the polices of the CSE and applicable securities laws.

About Red Light Holland Corp.

The company is an Ontario-based corporation positioning itself to engage in the production, growth and sale (through existing smart shops operators and an advanced e-commerce platform) of a premium brand of magic truffles to the legal, recreational market within the Netherlands, in accordance with the highest standards and in compliance with all applicable laws.

We seek Safe Harbor.