December  21, 2022  — Red White & Blooms Brands, Inc. (CSE:RWB, OTCQX: RWBYF) (“RWB” or the “Company”), a multi-state cannabis operator and house of premium brands in the U.S. legal cannabis sector, announces that its board of directors has approved the settlement of $10.475 million in debt related to arm’s length financing through the issuance of common shares (the “Debt Settlement“) at a price of $0.47 per share, representing a premium of 370% to the company’s closing price per share on December 20, 2022.

“We continue to strengthen our balance sheet and eliminate debt at favorable terms for the company,” stated Colby De Zen, President and Director of RWB, adding, “As evidenced by the tremendous progress already made this year on restructuring our balance sheet and expanding margin and the reach for our branded products, we are committed to growing our business, achieving our profitability goals, and building shareholder value.”

Pursuant to the Debt Settlement, the Company issued 22,440,467 common shares of the Company (the “Shares“) representing a per share price of approximately $0.47 per Share to creditors of the Company. The Company agreed to satisfy this outstanding indebtedness with Shares in accordance with the terms of the indebtedness.

All securities issued will be subject to a statutory hold period which will expire on the date that is four months and one day from the date of issuance for Canadian holders as well as any US restrictions, as applicable, for US holders.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the 1933 Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

About Red White & Bloom Brands Inc.

Red White & Bloom is a multi-state cannabis operator and house of premium brands in the U.S. legal cannabis sector. RWB is predominantly focusing its investments on the major U.S. markets, including Arizona, California, Florida, Massachusetts, and Michigan.