THC Therapeutics Acquires The Headquarters Group

*MEDFORD, Ore. —* THC Therapeutics Inc. (THCT), a company focused on the
emerging and dynamic legal and regulated cannabis industry, acquired all
the issued and outstanding ownership interests of The Headquarters Group
Inc. (THG) in an all-share transaction valued at approximately $11 million.
THCT issued 11,007 thousand shares of newly created Series D Preferred
stock to fund the deal.THG, a holding company with a portfolio of companies
in genetics, cultivation, extraction, and distribution as well specialty
real estate and nutrients for commercial and hobby cannabis growers, has
been operating in the cannabis industry since 2001. THCT and the current
operators of THG will assume control of management. The companies acquired
under THG have a combined revenue of approximately $4.8 million and include
acquired real estate under the deal.

“This collaboration of deep expertise from world class cannabis operations
management with over 60 years of combined experience will allow us to
maximize efficiencies and generate significant revenue for THCT. The
combined company will serve as a vertically integrated foundation in the
company’s focused roll-up strategy to acquire industry leading cannabis
companies in the cultivation, manufacturing, distribution, and nutrients
segments within the regulated cannabis industry,” commented Scott Cox, CEO
of THC Therapeutics Inc.

“This isn’t a starting point, it’s a launching pad and a breakthrough
transaction that delivers on our team’s commitment to building out a fully
integrated vertical cannabis platform. It immediately unites several
segment leaders into a powerful and flexible player in the legal cannabis
market.”

The newly combined company will leverage its united capabilities in the
California and Oregon markets. With the acquisition, THCT has established a
foothold and expertise in California and Oregon and not only has the
potential to grow established operations and brands, but also to expand
these brands into other States throughout the U.S. and international legal
markets.

“This kicks off our strategy of acquiring industry leaders in our focused
verticals that can grow and expand with the management expertise and the
capital we can inject as a public company. The acquisition gives THCT a
strong foundation for rapid growth and expansion within the cannabis
markets as we continue to build a world-class portfolio of assets within
the cannabis sectors,” concluded Mr. Cox.

Richard Rowe, CEO of THG added, “The market is in a great place right now.
The cannabis market itself is growing, while the industry that supports
that market is in a strong consolidation phase. This is a good place to be
for a successful business with proven systems and access to capital. We
believe now is a great time to partner with someone like Scott and with a
platform like THCT. Investment money has driven the market since its
inception. Those who could spend the most money the fastest, were often,
temporarily, perceived by the market to be the winners. Now the Era of
Efficiency has come, moving forward efficiency, more and more, is going to
drive values and returns.”

“With 60 years of combined experience in the cannabis market we have proven
systems and methods to take advantage of efficiency driven success. The
turmoil in the market has affected everyone including well run businesses
with successful local or regional Brands. THCT as a platform has the
opportunity to combine these companies through this consolidation phase,
thereby offering them the benefits of scale and capital availability for
further acquisitions and to facilitate organic growth.”

THG includes the following subsidiaries with a combined revenue of ~$4.8
million in 2024

Jefferson Soul: Well established cultivation and extraction company located
in Mt. Shasta, California, with 2 indoor cultivation facilities and
established regional Brands. Located in The Emerald Triangle, a
mountainous, rural area encompassing parts of Northern California and
Southern Oregon. Over the past decades, as the region’s original
homesteader lifestyles of ranching, farming, logging and mining dwindled,
cannabis became an underlying foundation of the modern day pioneer
lifestyle. A culture of growers established a lifestyle of independence by
self-governing themselves with integrity and handshakes. Fast forward
through the legalization and commercialization of cannabis and Jefferson
Soul works to keep that culture alive. Led by pioneers and industry
survivors, Jefferson Soul’s mission is to Keep a Culture of Independence
Alive.

Kalix: Commercial scale specialty nutrient and fertilizer company with
nationwide and international sales. Created for cannabis at a time when
there were very few specialty cannabis fertilizers. Company founders worked
with scientists and nutrient specialists to create a System that supports
the cannabis plant equally throughout its various stages of growth.

NPK Industries: Hobby and home gardener nutrient and fertilizer company
with nationwide and international sales.

Harvest Food for Life: International nutrient and fertilizer company with
unique opportunities in West Africa. Harvest Food for Life has the
opportunity to work with the Niger Government to help a section of West
Africa alleviate the risk of food insecurity.

Shasta Properties Management: Real estate holding company which owns 2
separate specialty buildings, fitted out for commercial indoor cannabis
cultivation.

Blue Sky Investments: Real estate holding company which owns warehousing
and distribution space for bulk nutrients and fertilizers as well as a
5,000 sq/ft retail showroom.
About THC Therapeutics Inc.

THC Therapeutics, Inc. (OTC: THCT) is a US public company focused on
acquiring and operating a portfolio of synergistic assets and companies
within the legal cannabis industry. With a bi-coastal focus, our vertically
integrated business model provides our portfolio the best position for
rapid growth in cultivation, manufacturing and distribution. Our business
model of engaging in “hands-on” (handling cannabis) and ancillary
(supplying supplemental or peripheral services) places us in a position of
being able to capitalize on the rapidly growing cannabis sector, giving THC
Therapeutics a stable foundation, leading to creating significant value for
our shareholders.