TRANSCANNA REPRICING CONVERTIBLE DEBENTURES

Transcanna Holdings Inc. intends to reprice the outstanding convertible debentures with the aggregate principal amount of $1,156,000 issued pursuant to a private placement, which closed on Sept. 15, 2021.

As previously announced, the Debentures are convertible, at the option of the holder, into units (the "Units") at a conversion price of $0.85 per Unit, at any time prior to September 30, 2022 (the "Maturity Date"), subject to adjustment. Each Unit consists of one (1) common share in the capital of the Company (each, a "Share") and one (1) common share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder to purchase one additional common share (a "Warrant Share") at a price of $1.00 for a period of two years, expiring September 30, 2023.

The Company intents to reprice (i) the conversion price of the Debentures such that the Debentures are now convertible into Units at a price of $0.10 per Unit (closing price of Transcanna being $0.095 on the CSE on June 30, 2022); and (ii) reprice the Warrants at $0.15 per Share, each case (together, the "Repricing"). All other terms of the Debentures and Warrants remain the same.

However, if, at any time after the Repricing becomes effective, the closing price of the Company's Shares, as quoted by the CSE, is equal to or greater than CAD$0.19 for ten consecutive trading days, the expiration date of the Warrants will automatically be accelerated to the date that is 30 calendar days after the date of such ten consecutive trading day period.

In accordance with the applicable policies of the Canadian Securities Exchange (the "CSE") not more than 10% of the Debentures subject to the Repricing will be held be insiders of the Company.

The Repricing is subject to the approval of the CSE and holders of the Debentures.

As indicated above, certain insiders of the Company are holders of the Debentures and, as a result, Repricing is considered a "related party transaction" as such term in defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under MI 61-101 on the basis that the value of the Debentures held by Insiders subject to the Repricing does not exceed 25% of the fair market value of the Company's market capitalization. This release is being filed less than 21 days before the effective date of the Repricing. This shorter period is reasonable and necessary in the circumstances as the Company wishes to carry out the Repricing as expeditiously as possible given current market conditions.

About Transcanna Holdings Inc.

Transcanna is a California based, Canadian listed company building Cannabis-focused brands for the California lifestyle, through its wholly-owned California subsidiaries.