Next Green Wave Completes $3 Million Convertible Note Offering

Vancouver, British Columbia--(Newsfile Corp. - May 30, 2019) - Next Green Wave Holdings Inc. (CSE: NGW) (OTCQB: NXGWF) ("Next Green Wave", "NGW" or the "Company") announces that it has closed the first tranche of the non-brokered offering of 3,000 unsecured Convertible Notes with a face value of $1,000 each (the "Convertible Notes") for aggregate gross proceeds to the Company of $3,000,000 (the "Offering"). The Convertible Notes will mature on May 29, 2021 and accrue interest at the rate of 8.5% per annum, payable in arrears semi-annually on June 30, and December 30 of each year, commencing June 30, 2019. The principal amount of the Convertible Notes is convertible, for no additional consideration, into common shares of NGW (the "Shares") at the option of the holder at any time prior to the close of business on the Maturity Date, at a price of $0.388 (the "Conversion Price"). The subscribers of the Convertible Notes have been issued transferable common share purchase warrants (the "Warrants") entitling them to collectively purchase 7,732,357 shares for a period of 24 months from the date of issue at an exercise price of $0.485 (the "Exercise Price"). Beginning on the date that is four months plus one day following the closing date, the Company may force the conversion of the Convertible Notes, if, for any twenty (20) consecutive trading days, the daily volume weighted average trading price of the common shares is greater than a 80% premium to the Conversion Price. The Company shall also be entitled to accelerate the expiry date of the Warrants if, for any 20 consecutive trading days, the closing price of the common shares equals or exceeds an 85% premium to the Exercise Price. Full terms of the Offering have been referenced on news release dated April 25, 2019.

The Company may access the second $3,000,000 tranche at its sole discretion within 45 days of the closing date.

Proceeds of the Offering will be used for the acceleration and rollout of Next Green Wave's brands and products throughout California, including making certain payments for the SDC Ventures LLC acquisition. The products will be developed in partnership with: Carey Hart, King Louie, Sketchy Tank, Junkyard LA, Toy Machine Skateboard, WEARESDC, OSS and recently launched Loki the Wolfdog CBD pet products (https://lokinaturals.com/).

"The funding will allow us to continue with the rollout of the highest quality consumer-facing products and advance the build-out of our research and innovation facility that will further open our distribution channels," said CEO, Leigh Hughes.

The Company has paid an advisory fee and commission to M Partners in connection with the above financing. M Partners has also received finder warrants entitling them to purchase units of the Company equal to 7% of the number of Shares into which the Convertible Notes are convertible, at the Conversion Price, each unit consisting of a share and a share purchase warrant. The share purchase warrants issued to M Partners have the same terms as the Warrants. The Convertible Notes, Warrants, and shares issuable on conversion or exercise thereof in conjunction with this first tranche closing will be subject to a statutory hold period expiring September 30, 2019.

About Next Green Wave

Next Green Wave is a vertically integrated seed-to-consumer premium medicinal and recreational cannabis company operating in California. The Company's first state-of-the-art indoor facility (35,000 ft.²) is now entering production with future plans to expand the 15 acres of cannabis zoned land it is situated on. NGW has acquired a seed library of over 120 strains which include several award-winning genetics and cultivars. Recent acquisition of SDC Ventures will complement NGW's branded products and accelerate the company to revenue through SDC's existing partnerships and labels. The investment in OMG will provide NGW access to distribution through the licensing of our brands through Colombia. To find out more visit us at www.nextgreenwave.com or follow us on Twitter at @nextgreenwave, on Instagram, and LinkedIn.

On behalf of the board,

Leigh Hughes,
CEO and Executive Chairman
Next Green Wave Holdings Inc.

Next Green Wave Forward Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are "forward-looking statements." Forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. Such risks and uncertainties include, among others, the risk factors included in the preliminary prospectus, including without limitation dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing state, local or other licenses and any inability to obtain all necessary governmental approvals licenses and permits to complete construction of its proposed facilities in a timely manner; engaging in activities which currently are illegal under US federal law and the uncertainty of existing protection from U.S. federal or other prosecution; regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, particularly in California, due to inconsistent public opinion, perception of the medical-use and adult-use marijuana industry, bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; NGW's limited operating history and lack of historical profits; reliance on management; NGW's requirements for additional financing, and the effect of capital market conditions and other factors on capital availability, including closing of Tranche 1 and Tranche 2 of the Notes; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers. Readers are encouraged to the review the section titled "Risk Factors" in NGW's prospectus. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although NGW has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. NGW no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.

For more information regarding Next Green Wave, contact:

Caroline Klukowski
VP Corp. Development
Tel: +1 (778) 589-2848
IR@nextgreenwave.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/45179