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Northern Swan and Clever Leaves Combine to Strengthen Global Reach

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Combined Company to Operate as Clever Leaves; Complementary Businesses and Skills to Position Company as Global Cannabis Market Leader

New York and Bogotá, Nov 5, 2019 – Northern Swan Holdings, Inc. (Northern Swan), a multi-national operator in the federally legal cannabis industry, and Eagle Canada Holdings d/b/a/ Clever Leaves (Clever Leaves), a leading vertically-integrated Colombian licensed producer of pharmaceutical-grade medical cannabis and hemp extracts, announced today a definitive agreement to fully integrate their respective operations. The combined company will operate as Clever Leaves and will own 100% of Clever Leaves as well as Northern Swan’s assets in Canada, Germany, Portugal, and the United States, subject to the completion of certain events. Financial terms of the transaction were not disclosed.

“Northern Swan’s investment in Clever Leaves has been a resounding success as Clever Leaves has quickly established itself as a leading hemp and medical cannabis producer in Colombia. The strength of the Clever Leaves team, combined with its operating expertise in cannabis cultivation and extraction, is second to none. Clever Leaves’ scale and track record of rapid execution will accelerate growth of the combined company’s global operations. We look forward to working side by side with the team from Clever Leaves to further strengthen our position as a leading global operator and supplier of branded consumer and pharmaceutical cannabinoid products,” said Kyle Detwiler, CEO of Northern Swan.

“Clever Leaves is dedicated to developing and growing the highest quality pharmaceutical-grade hemp and cannabis for our patients. We have always known that Colombia’s expertise in the global agricultural and flower industry had the potential to transform the global cannabis supply chain. Today, we are embarking on a new chapter in our history. With a shared vision, the full combination of Clever Leaves and Northern Swan strengthens our ability to supply the global market with the highest quality hemp and medical cannabis,” said Andrés Fajardo, President of Clever Leaves.

Northern Swan CEO, Kyle Detwiler, will serve as CEO of the combined company, and Clever Leaves’ CEO, Andrés Fajardo, will serve as the company’s President. Mr. Fajardo will also immediately be appointed to the Board of Directors of the company. At the next shareholders’ meeting, it is expected that the newly combined company will increase the size of its Board of Directors and nominate a slate of directors for consideration by shareholders consisting of Mr. Detwiler, Mr. Fajardo, Mr. Del Wright, Chief Strategy Officer and Chief of Staff of Northern Swan, Mr. Joe Salameh, Managing Director and Head of Europe of Northern Swan, and Mr. Julián Wilches, Chief Regulatory Officer of Clever Leaves.

The combined company’s global footprint will now encompass brands, extraction facilities, cultivation operations, and other investments with subsidiaries in Colombia, Portugal, Canada, the United Kingdom, Germany, and the United States with more than 625 employees worldwide. To date, Northern Swan has raised approximately US$105 million of capital.

About the Fully Combined Company
After giving effect to the full combination of Northern Swan and Clever Leaves, the combined company will operate under the name Clever Leaves. Clever Leaves will be a multi-national cannabis company operating in compliance with federal and state laws, with an emphasis on ecologically sustainable, large-scale cultivation and processing as the cornerstone of building out distribution and brands.  The newly combined firm will be a leading vertically integrated producer of  medical cannabis and hemp extracts and is currently cultivating over 1.5 million square feet of greenhouses under Good Agricultural and Collection Practices (GACP) in Colombia, with expected expansion to 2.3 million square feet by the end of 2019 and the goal of reaching 10 million square feet by 2021. Clever Leaves obtained its Colombian Good Manufacturing Practices (GMP) certification from INVIMA, Colombia’s food and drug regulatory agency, after inspection of its top-of-the-line extraction facility and is in the process of being certified with European Good Manufacturing Practices (EU GMP). Clever Leaves’ first extraction facility is capable of extracting 24,000 kilograms of dried flower currently, with expansion underway to increase expected extraction capacity to 324,000 kilograms of dried flower per year by mid-2020. Clever Leaves is also expanding its cultivation and extraction capabilities to Portugal, where it currently owns over 9 million square feet of property with over 100,000 square feet of greenhouses and anticipates its first harvests and appropriate licenses in 2020. With offices in Canada, Colombia, Germany, Portugal, the United Kingdom and the United States, Clever Leaves will be one of the world’s largest hemp and medical cannabis producers.

Forward Looking Information and Statements

This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and US securities laws (which we refer to as forward-looking statements). Forward-looking statements include information regarding the full combination of Northern Swan and Clever Leaves, including its timing and expected benefits and future performance of the fully combined company, including expansions, extraction volumes, and GMP certification. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” ”expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future,” “project” or other words of similar meaning or indicating that the statements made are not historical facts. All forward-looking statements involve risks and uncertainties, which may cause actual results to differ, possibly materially, from those contained in the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include  the failure of the full combination of Northern Swan and Clever Leaves to become effective for any reason; the possibility that the anticipated benefits of the full combination will not be realized; the effect of the announcement of the transaction on business and banking relationships, employees, financing opportunities, investor sentiment, operating results and business generally; failure of the company to propose, or shareholders to approve, the proposed name change or slate of directors; general competitive, economic, political and market conditions and fluctuations; laws and regulations affecting the cannabis industry; market demand for cannabis and cannabis-related products, including consumer perceptions regarding the social acceptability, use and safety of those products; and actions taken or conditions imposed by Colombian, Canadian or other governments and regulatory authorities, whether related or unrelated to cannabis. In presenting the forward-looking information contained in this press release, we have also made material assumptions regarding the ability of the parties to complete the proposed full combination of Northern Swan and Clever Leaves, the benefits to be derived, the positive reaction of current and future investors and other market participants to the full combination, and market and regulatory conditions affecting the cannabis industry. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

Press contacts:
Gretchen Gailey
KCSA Strategic Communications
+1 347-487-6186
ggailey@kcsa.com

Diana Sigüenza
Strategic Communications Director

+57 310-236-8830
diana.siguenza@cleverleaves.com
www.cleverleaves.com

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