Vertical Companies™ to Expand Its Multi-State Operations & Brands with $462.5 Million Acquisition of UMBRLA Holding Company and Brands

Letter of Intent Signed for Large Scale Merger Bringing Leading
Brands with Distribution in More than 700 Retail Dispensaries in CA and
OR

LOS ANGELES–(BUSINESS WIRE)–Vertical Companies™ (“Vertical”) today announced it has entered
into an exclusive letter of intent (“LOI“) with the newly
formed UMBRLA, Inc. (“UMBRLA”), a holding company in the process
of consolidating several highly-specialized cannabis subsidiaries active
in California, Oregon, Nevada, Arizona, and Oklahoma. The companies
UMBRLA is consolidating generated over $32 million in cannabis revenue
in 2018. Together, these two entities are expected to generate nearly
$100 million in 2019 and $321 million in 2020 in cannabis revenue,
making Vertical among the largest multi-state operators in the industry.

The combined companies will consist of state-of-the-art cultivation, a
robust statewide distribution network in its key markets of Oregon and
California, and a world-class portfolio of cannabis brands. Vertical
aims to build the most dynamic and extensive portfolio of cannabis
brands and products; mirroring major multinational alcohol, food and
beverage, and other CPG companies. Through proprietary brands and
partnership brands under several licenses, Vertical is building iconic
premium lifestyle brands and products to target diversified customer
niches in multiple form factors, including flower, oil, vapes, topicals,
food and beverages, and medical applications.

The brand offerings of the combined entity are expected to include
KOROVA, LTRMN, CABANA, STICKS, beaucoup, Trees By Game, Dab Daddy, Dr.
D, Kaviar, Evolve, Evergreen Organix, EVE, Divios, InHayl, and Upside
Edibles, with many more to come.

California:

• More than 300 in-network retail dispensaries throughout the state.
• Large scale cultivation:
  • Indoor – 60,000 sq. ft. in Needles as part of Vertical’s $17.5
    million, 29-acre cannabis campus.
  • Outdoor – 575 acres with next grow expected to be 50 acres in the
    Santa Rita Hills of Santa Barbara.
• Commercial kitchen (edibles) & “high-throughput” extraction facilities
  in Oakland and Needles.
• Distribution centers in the San Francisco Bay Area, Los Angeles,
  Orange County (license pending), and Needles.
• A well-established retail location in a key southern CA market, with
  another projected opening in 2019.
• Corporate headquarters in Agoura Hills, with sales & marketing offices
  in Oakland, Santa Ana, and Long Beach.

Oregon:

• More than 400 in-network retail dispensaries throughout the state.
• Manufacturing/distribution center in Portland, with a second
  distribution center in Eugene scheduled to open in 2019.
• Exclusive third party brand distribution partnerships with
  industry-leading brands.

Ohio:

• One of just 29 Cultivation licenses in the state—9,000 sq. ft., with
  the ability to triple in size.

In Nevada, Arizona & Oklahoma:

• Brand presence in more than 110 retail dispensaries through licensing
  agreements.
• Cultivation & Extraction operation in 52,000 sq. ft. in Kingman, AZ.

Smoke Wallin, newly named Vertical Chairman, stated: “This will
be a transformative transaction for our combined businesses. UMBRLA is
assembling a terrific group of brands with distribution in more than 700
stores. Combined with our back-of-house seed-to-sale infrastructure
investments and large portfolios of unique brands, it makes for a
powerful and scaling growth business. Perhaps most exciting to me is the
strength and experience of our combined team.”

Subsequent to closing the transaction with UMBRLA, which is expected to
occur by the end of July—subject to the satisfaction of closing
conditions and regulatory approvals—Vertical intends to go public
through a Reverse Take Over (“RTO”) of a Canadian Stock Exchange listed
company. Timing of the RTO will be subject to regulatory, security
exchange, and other such required approvals. Prior to the RTO, Vertical
intends to undergo a capital raise into its MSO and Brand entities, the
proceeds to be used to expand the combined operations, for working
capital purposes and for limited payouts to certain UMBRLA shareholders
for the acquisition.”

Wallin continued, “Cannabis is the most dynamic growth industry
in our lifetime so there is a lot of room for early entrants to create
value. However, just as in the beer, wine and spirits business, scale in
distribution and strong brands combined with human talent will separate
the true leaders from the rest of the market.”

About Vertical™

Vertical is the leading vertically-integrated multi-state operator and
brand and distribution company in the medical and adult-use cannabis
industry. Vertical has operations in Arizona and California, combined
with strategic partnerships in Ohio and additional markets that
strategically position Vertical to take advantage of the legalization
and normalization of cannabis globally. Vertical is led by an executive
team of entrepreneurs and business leaders from the alcohol,
agriculture, CPG, distribution, entertainment, food, healthcare, and
medical industries.

About UMBRLA, Inc.

UMBRLA is a holding company in the process of consolidating several
highly-specialized cannabis subsidiaries currently active in California,
Oregon, Nevada, Arizona, and Oklahoma. All of these entities will work
synergistically and collectively be led by an experienced leadership
team with a proven track record in the cannabis industry. UMBRLA will
own one of the top 10 cannabis brands in California, growing organically
from its manufacturing & distribution center in Oakland.

Forward-Looking Statements

Some of the statements in this press release are “forward-looking.”
These forward-looking statements include statements relating to, among
other things, the expected revenues of the combined company, and the
terms, timing and success of Vertical’s acquisition and UMBRLA’s
acquisitions. These statements involve risks and uncertainties that may
cause results to differ materially from the statements set forth in this
press release. Vertical’s results may also be affected by factors of
which Vertical is not currently aware. The forward-looking statements in
this press release speak only as of the date of this press release.
Vertical expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to such statements to reflect any
change in its expectations with regard thereto or any changes in the
events, conditions or circumstances on which any such statement is based.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities.

Contacts

Media:
Jon Lindsay Phillips, RLM Public Relations
(+1)
646-828-8566, vertical@RLMPR.com