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Geyser Brands Inc. Milestone Issuance



Vancouver, B.C. - TheNewswire - September 9, 2020 - Geyser Brands Inc (TSXV:GYSR) (OTC:GYSRF) ("Geyser Brands" or the "Company") announces that further to the Company's news releases dated November 2019 and June 15, 2020, in which the Company announced that it had been awarded coveted research and sales licenses from Health Canada, the Company has issued an aggregate of 7,500,000 common shares to certain directors and former directors of the Company.

The issuances relate to the Company's completion of its "Qualifying Transaction" (as such term is defined in TSXV Policy 2.4) with Geyser Management Inc. (the "Qualifying Transaction"), as further described in the Company's news release dated December 21, 2018 and the Company's filing statement dated October 29, 2018, both filed on SEDAR. Pursuant to the Qualifying Transaction, the Company acquired all of the Class A shares and 22,500,000 Class B shares of Geyser Management Inc. on a 1:1 basis. The common shares in the capital of the Company to be issued in exchange for the Class B shares of Geyser Management Inc. (the "Performance Shares") were reserved by the Company to be issued upon the occurrence of certain performance milestones (each a "Performance Milestone"), as further particularized in the Company's news release dated December 21, 2018.

The first Performance Milestone was achieved prior to the closing of the Qualifying Transaction resulting in an aggregate of 3,000,000 Performance Shares being issued to Aerock Fox ("Fox"), at the time a director of the Company, Bradley D. Kersch ("Kersch"), director of the Company and Andreas S. Thatcher ("Thatcher"), director of the Company.

The second Performance Milestone was achieved in June 2019 when the Company's subsidiary, 0957102 B.C. Ltd. dba Apothecary Botanicals, was granted a standard processing license by Health Canada which resulted in the issuance of an aggregate of 3,000,000 Performance Milestone shares being issued to Fox, Kersch and Thatcher.

As a result of the Company achieving the third and fourth Performance Milestone, namely the receipt of the research and sales licenses, the Company has issued an aggregate of 7,500,000 Performance Shares to Fox, Kersch and Thatcher (the "Performance Milestone Issuance").

Early Warning Report

Pursuant to National Instrument 62-103 - The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Thatcher is announcing the acquisition of 2,500,000 Performance Shares as a result of the Performance Milestone Issuance. Immediately before the Performance Milestone Issuance, Thatcher owned and controlled 2,845,434 common shares in the capital of the Company, representing 7.29% of the Company's issued and outstanding common shares on a non-diluted basis, and 788,217 share purchase warrants (the "Thatcher Warrants"). Immediately after the Performance Milestone Issuance, Thatcher owns and controls 5,345,434 common shares in the capital of the Company, representing 11.49% of the Company's issued and outstanding common shares on non-diluted basis or 12.97% of the Company's issued and outstanding common shares on a partially diluted basis assuming exercise by Thatcher of the Thatcher Warrants only. The common shares and Thatcher Warrants owned or controlled by Thatcher are for investment purposes, and subject to the escrow provisions noted below, depending on market conditions, general economic and industry conditions, trading prices of the Company's securities, the Company's business, financial condition and prospects and/or other relevant factors, Thatcher may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the common shares or other securities of the Company. The common shares and Thatcher Warrants issued in connection with the Qualifying Transaction and held by Thatcher prior to the Performance Milestone Issuance are subject to regulatory escrow provisions pursuant to an escrow agreement, as amended, as more fully described in the Company's Filing Statement, filed on SEDAR. The Performance Shares issued to Thatcher pursuant to the Performance Milestone Issuance will be added to those shares currently held in escrow and released in accordance with the terms of the escrow agreement.

Additionally, pursuant to National Instrument 62-103 - The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Fox is announcing the acquisition of 2,500,000 Performance Shares as a result of the Performance Milestone Issuance. Immediately before the Performance Milestone Issuance, Fox owned and controlled 2,853,932 common shares in the capital of the Company, representing 7.32% of the Company's issued and outstanding common shares on a non-diluted basis, and 788,216 share purchase warrants (the "Fox Warrants"). Immediately after the Performance Milestone Issuance, Fox owns and controls 5,353,932 common shares in the capital of the Company, representing 11.51% of the Company's issued and outstanding common shares on non-diluted basis or 12.99% of the Company's issued and outstanding common shares on a partially diluted basis assuming exercise by Fox of the Fox Warrants only. The common shares and Fox Warrants owned or controlled by Fox are for investment purposes, and subject to the escrow provisions noted below, depending on market conditions, general economic and industry conditions, trading prices of the Company's securities, the Company's business, financial condition and prospects and/or other relevant factors, Fox may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the common shares or other securities of the Company. The common shares and Fox Warrants issued in connection with the Qualifying Transaction and held by Fox prior to the Performance Milestone Issuance are subject to regulatory escrow provisions pursuant to an escrow agreement, as amended, as more fully described in the Company's Filing Statement, filed on SEDAR. The Performance Shares issued to Fox pursuant to the Performance Milestone Issuance will be added to those shares currently held in escrow and released in accordance with the terms of the escrow agreement.

Finally, pursuant to National Instrument 62-103 - The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Kersch is announcing the acquisition of 2,500,000 Performance Shares as a result of the Performance Milestone Issuance. Immediately before the Performance Milestone Issuance, Kersch together with Tammy Lee Kersch and Cassidy Kersch (collectively, the "Kersch Joint Actors") owned and controlled 5,904,141 common shares in the capital of the Company, representing 15.14% of the Company's issued and outstanding common shares on a non-diluted basis, and 788,217 share purchase warrants (the "Kersch Warrants"). The Kersch Joint Actors are deemed to be joint actors with Kersch under applicable Canadian securities legislation and TSX Venture Exchange policies as a result of Tammy Lee Kersch being the spouse of Kersch and Cassidy Kersch being the daughter of Kersch. Immediately after the Performance Milestone Issuance, Kersch, together with the Kersch Joint Actors, own and control 8,404,101 common shares in the capital of the Company, representing 18.07% of the Company's issued and outstanding common shares on non-diluted basis or 19.44% of the Company's issued and outstanding common shares on a partially diluted basis assuming exercise by Kersch and the Kersch Joint Actors of the Kersch Warrants only. The common shares and Kersch Warrants owned or controlled by Kersch, together with the Kersch Joint Actors, are for investment purposes, and subject to the escrow provisions noted below, depending on market conditions, general economic and industry conditions, trading prices of the Company's securities, the Company's business, financial condition and prospects and/or other relevant factors, Kersch, together with the Kersch Joint Actors, may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the common shares or other securities of the Company. 2,826,434 of the common shares and Kersch Warrants issued in connection with the Qualifying Transaction and held by Kersch prior to the Performance Milestone Issuance are subject to regulatory escrow provisions pursuant to an escrow agreement, as amended, as more fully described in the Company's Filing Statement, filed on SEDAR. The Performance Shares issued to Kersch pursuant to the Performance Milestone Issuance will be added to those shares currently held in escrow and released in accordance with the terms of the escrow agreement. 3,077,707 common shares owned and controlled by Kersch, together with the Kersch Joint Actors, are not subject to any escrow as such shares were issued in accordance with the purchase of Solace Management Group Inc., as further particularized in the Company's news release dated September 18, 2019 and acquired by Kersch in the market.

This early warning news release is issued under the early warning provisions of Canadian securities legislation, including National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. The early warning reports, as required under applicable securities laws, contains additional information with respect to the foregoing matters and will be filed by each of Fox, Kersch and Thatcher on the Company's SEDAR profile at www.sedar.com.

On Behalf of the Board of Directors

Andrew Harris

Director and CEO





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