Greenway Greenhouse Cannabis Corporation announced a non-brokered private placement to issue 13% secured convertible debentures for the gross proceeds of CAD 3,250,000 subject to an over-allotment option on October 20, 2023. The transaction will include participation from existing and new investors. The Debentures will mature on the date that is five years from the initial closing date and the principal amount of each Debenture will be convertible into common shares at the option of the holder at any time prior to the close of business on the last business day immediately preceding the Maturity Date, at a conversion price of CAD 0.20 per Common Share, subject to adjustment upon certain customary events.

The Semi-annual interest payments will be comprised of a cash payment at a rate of 10% per annum and a payment-in-kind at a rate of 3% per annum, which shall be fulfilled by delivering Common Shares at an issuance price per Common Share equal to the five-day volume-weighted average price of the Common Shares on the Canadian Securities Exchange immediately preceding the date which is two trading days prior to the date that the interest payment is due, subject to such deemed issuance price being no less than the maximum allowable discount permitted by the CSE. The Company may accelerate the Maturity Date at any time following three years from the initial closing date by providing 30 days written notice to holders. If such a right is exercised between 36 and 48 months from the initial closing date, holders shall receive a bonus equal to 5% of the principal amount of Debentures held and if exercised between 48 months and 60 months, holders shall receive a bonus equal to 3% of the principal amount of Debentures held.

The Company and the Advisor have agreed to that the Offering can be increased by up to CAD 750,000. The Company will pay the Advisor a cash fee equal to 7% of the aggregate proceeds raised from the Offering and will issue such number of broker warrants as is equal to 7% of the number of Common Shares issuable on conversion of the Debentures. Each Broker Warrant will be exercisable into one Common Share at an exercise price of CAD 0.20 for a period of three years following the initial closing date.

The Company has also agreed to pay all participants in the Offering a one-time arrangement fee equal to 2% of the principal amount of the participant's Debentures. The Offering is anticipated to close on or about October 27, 2023, or such later date as the Company may determine. The closing is subject to certain conditions including, but not limited to, the approval of the CSE.

All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day from the closing date in accordance with applicable securities legislation.