Pro-Forma Q1 2019 Revenue including 180 Smoke for a full quarter would have been $13.1 million

OTTAWA, May 29, 2019 /CNW/ - CannaRoyalty Corp. d/b/a Origin House (CSE: OH) (OTCQX: ORHOF) ("Origin House" or the "Company"), a North American cannabis products and brands company, today announced its financial results for the three months ended March 31, 2019. All figures are reported in Canadian dollars ($), unless otherwise indicated. Origin House's financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS").

As previously announced, the Company will hold a Special Meeting of shareholders on June 11, 2019 in connection with its previously announced statutory plan of arrangement pursuant to which Cresco Labs Inc. ("Cresco Labs") will acquire all of the issued and outstanding shares of Origin House (the "Arrangement").

Marc Lustig, CEO and Chairman of Origin House commented, "This was a milestone quarter for Origin House, as the team drove solid organic growth within our Californian distribution and brands platform and completed meaningful strategic merger and acquisition-based initiatives including the addition of 180 Smoke in Canada. Moving forward through the balance of the year, we are confident that, once completed, the combination of Cresco Labs' scale and Origin House's California-wide distribution footprint will further accelerate growth and build significant value for the shareholders of both companies."

Financial Highlights for the first quarter ended March 31, 2019

The following are financial highlights of Origin House's operating results for the three months ended March 31, 2019, compared to the three months ended March 31, 2018:

Revenue was $11.2 million as compared to $0.6 million ;

as compared to ; Gross margin was $1.7 million as compared to $nil;

as compared to $nil; Operating expenses were $18.2 million as compared to $4.5 million ;

as compared to ; Adjusted EBITDA loss of $12.7 million as compared to adjusted EBIDTA loss of $0.9 million .

The following is a summary of key balance sheet items as at March 31, 2019, compared to December 31, 2018:

Cash was $39.3 million as compared to $69.2 million ;

as compared to ; Total assets of $269.4 million as compared to $230.7 million ;

as compared to ; Current assets of $68.7 million as compared to $86.0 million ;

as compared to ; Current liabilities of $34.2 million as compared to $26.2 million ; and

as compared to ; and Long-term debt financing of $nil as compared to $16.0 million .

Pro-Forma Disclosure

If the 180 Smoke acquisition had occurred on January 1, 2019, management estimates that for the three months ended March 31, 2019:

Pro-forma consolidated revenue would have been $13.1 million ; and

; and Pro-forma consolidated net loss would have been $17.7 million .

Corporate Highlights subsequent to the quarter ended March 31, 2019

For a more comprehensive overview of these recent developments, please refer to Origin House's Management Discussion and Analysis of the Financial Condition and Results of Operations for the Three Months ended March 31, 2019.

On May 28, 2019 , Origin House subsidiary Trichome Financial ("Trichome") announced that 22 Capital Corp. and Trichome received conditional approval from the TSX Venture Exchange for their previously announced amalgamation under the provisions of the Business Corporations Act ( Ontario ) that will result in a reverse take-over of 22 Capital by the shareholders of Trichome (the "Transaction"). The closing of the Transaction is expected to take place on or around July 5, 2019 or such other date as 22 Capital and Trichome may agree, subject to a number of conditions.

, Origin House subsidiary Trichome Financial ("Trichome") announced that 22 Capital Corp. and Trichome received conditional approval from the TSX Venture Exchange for their previously announced amalgamation under the provisions of the ( ) that will result in a reverse take-over of 22 Capital by the shareholders of Trichome (the "Transaction"). The closing of the Transaction is expected to take place on or around or such other date as 22 Capital and Trichome may agree, subject to a number of conditions. On May 15, 2019 , Trichome entered into a $4.5 million trade finance facility and a $1.5 million mortgage loan with Blissco Holdings Ltd., a wholly owned subsidiary of Blissco Cannabis Corp. (CSE: BLIS), a licensed producer under the Cannabis Act and a Canadian Wellness cannabis brand based in British Columbia .

, Trichome entered into a trade finance facility and a mortgage loan with Blissco Holdings Ltd., a wholly owned subsidiary of Blissco Cannabis Corp. (CSE: BLIS), a licensed producer under the Cannabis Act and a Canadian Wellness cannabis brand based in . On May 14, 2019 , Origin House filed its management information circular, letter of transmittal and related proxy materials, pursuant to its statutory plan of arrangement with Cresco Labs.

, Origin House filed its management information circular, letter of transmittal and related proxy materials, pursuant to its statutory plan of arrangement with Cresco Labs. On May 3, 2019 , the Company obtained an interim order from the Ontario Superior Court of Justice (Commercial List) in connection with its previously announced statutory plan of arrangement pursuant to which Cresco Labs will acquire all of the issued and outstanding shares of Origin House.

, the Company obtained an interim order from the Ontario Superior Court of Justice (Commercial List) in connection with its previously announced statutory plan of arrangement pursuant to which Cresco Labs will acquire all of the issued and outstanding shares of Origin House. On May 2, 2019 , the Company closed the acquisition of Cub City LLC ("Cub City"), a licensed premium craft cannabis producer based in Sonoma County California .

, the Company closed the acquisition of Cub City LLC ("Cub City"), a licensed premium craft cannabis producer based in . On April 10, 2019 , FloraCal and Cub City received permit approvals from Sonoma County, California , to commence facility expansions.

, FloraCal and Cub City received permit approvals from , to commence facility expansions. On April 1, 2019 , the Company entered into a definitive agreement to be acquired by Cresco Labs for approximately $1.1 billion , creating a North American cannabis powerhouse.

Results of Operations (Summary)



The following tables set forth consolidated statements of financial information for the three months ended March 31, 2019 and March 31, 2018. For further information regarding the Company's financial results for these periods, please refer to the Company's Management's Discussion and Analysis for the periods ended March 31, 2019 and March 31, 2018 and the Company's Financial Statements for the periods ended March 31, 2019 and March 31, 2018, published on Origin House's issuer profile on SEDAR at www.sedar.com and the Company's website at www.OriginHouse.com.



March 31

2019 December 31

2018 Change Selected statement of financial position data





Cash and cash equivalents $ 39,252,543 $ 69,206,193 $ (29,953,650) Working capital 34,424,203 59,810,772 (25,386,569) Total investments (1) 20,581,294 21,741,531 (1,160,237) Total assets 269,412,325 230,698,045 38,714,280 Long term and convertible debt - 16,026,098 (16,026,098) Shareholders' equity 199,588,739 172,972,132 26,616,607 Dividend per share - - - (1) This represents the sum of investments, royalty investments, and interests in equity method investees



Three months ended March 31



2019 2018 % change Consolidated statements of comprehensive loss





Revenue $ 11,161,161 $ 643,437 1635% Gross margin, excluding fair value items 1,516,775 (29,630) 5219% Gross margin, including fair value items 1,652,727 (29,630) 5678% Operating expenses 18,230,434 4,480,014 307% Loss from operations (16,577,707) (4,509,644) 268% Net loss (17,434,280) (4,654,473) 275% Other comprehensive loss (3,047,605) 545,605 (659%) Total comprehensive loss (20,481,885) (4,108,868) 398% Net loss attributable to owners of the Company (17,136,306) (4,629,003) 270% Net loss per common share - basic & diluted (0.25) (0.10) 150% Weighted average common shares - basic & diluted 68,579,886 45,075,695 52%

Revenue by Type









Three months ended March 31 % change

2019 2018 California Operations segment





Product sales $ 9,247,507 $ 84,773 10809% Interest income 23,628 -

Other Income 30,806 -

Canadian Operations segment





Product sales 1,554,015 -

Royalties 11,266 -

Corporate segment





Services 33,807 429,817 (92%) Royalties - 119,058 (100%) Interest income 260,132 9,789 2557% Total $ 11,161,161 $ 643,437 1635%

Cost of Sales by Revenue Type









Three months ended March 31 % change

2019 2018

California Operations segment





Cost of product sales $ 8,767,894 $ 75,673 11487% Canadian Operations segment





Cost of product sales 850,709 -

Corporate segment





Cost of services 8,745 209,023 (96%) Cost of royalties 17,038 388,371 (96%) Total $ 9,644,386 $ 673,067 1333%

Gross Profit by Revenue Type









Three months ended March 31 % change

2019 2018 California Operations segment





Products $ 479,613 $ 9,100 5170% Interest income 23,628 -

Other Income 30,806 -

Canadian Operations segment





Products 703,306 -

Royalties 11,266 -

Corporate segment





Services 25,062 220,794 (89%) Royalties (17,038) (269,313) 94% Interest 260,132 9,789 2557% Gross margin, excluding fair value items $ 1,516,775 $ (29,630) 5219% Realized fair value amounts of inventory sold (971,143) -

Unrealized fair value gain on biological assets 1,107,095 -

Gross margin $ 1,652,727 $ (29,630) 5678%

Gross Margin by Revenue Type



Three months ended March 31 % change

2019 2018 California Operations segment





Products 5% 11% 52% Interest income 100% -

Other Income 100% -

Canadian Operations segment





Products 45% -

Royalties 100% -

Corporate segment





Services 74% 51% 44% Royalties - (226%) (100%) Interest 100% 100% - Gross margin, excluding fair value items 14% (5%) (395%) Effect of changes in fair value of biological assets on margin 1% -

Gross margin 15% (5%) (422%)

Operating Expenses



Three months ended March 31



2019 2018 Change Sales and marketing $ 4,444,982 $ 478,516 829% Research and product development 786,225 75,965 935% General and administrative 11,356,889 3,750,426 203% Amortization of intangibles 1,642,338 175,107 838% Total $ 18,230,434 $ 4,480,014 307%

Non-IFRS Financial Measures

The Company has provided unaudited pro forma financial information, which assumes that closed mergers and acquisitions in 2019 are included in the Company's financial results as of the beginning of fiscal 2019. EBITDA and Adjusted EBITDA are non-IFRS measures and do not have standardized definitions under IFRS. The Company has provided the non-IFRS financial measures, which are not calculated or presented in accordance with IFRS, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with IFRS. These supplemental non-IFRS financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-IFRS financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-IFRS financial measures should not be considered superior to, as a substitute for or as an alternative to, and should only be considered in conjunction with, the IFRS financial measures presented herein.

Adjusted EBITDA



Three months ended March 31

2019 2018 Add (Subtract)



Net loss for the period $ (17,434,280) $ (4,654,473) Depreciation of property and equipment 428,542 45,268 Amortization of intangible assets 1,642,338 175,107 Amortization of royalty investments 17,038 388,370 Amortization of right of use assets 530,952 - Interest expense 1,176,260 319,990 Interest income (284,198) (9,789) Current income taxes (90,441) 434 Deferred income tax recovery (260,973) 168,813 EBITDA (14,274,762) (3,566,280) Impairment of convertible notes receivable - 375,472 Post combination remuneration 177,253 - Realized fair value amounts included in inventory sold 971,143 - Unrealized fair value gain on growth of biological assets (1,107,095) - Share-based compensation 672,320 1,940,043 Transaction costs on acquisitions 725,559 282,126 Minority interest 110,428 25,065





TOTAL ADJUSTED EBITDA $ (12,725,154) $ (943,574) Weighted average number of common shares outstanding - basic & diluted 68,579,886 45,075,695 ADJUSTED EBITDA per share - basic & diluted (0.19) (0.02)

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

For further information: General: [email protected], 1-844-556-5070; Investors: Jonathan Ross, CFA, LodeRock Advisors Inc., [email protected], 416-283-0178; Media: Priyam Chakraborty, Communications Manager, Origin House, [email protected], 647-232-9287