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