Terra Tech and Golden Leaf to Merge to Create Western Cannabis Operation with 41 Licenses – New Cannabis Ventures

Terra Tech Corp. and Golden Leaf Holdings Ltd. Sign Non-Binding Letter of Intent to Merge

Combined Company to Control 41 Permits Across Cultivation, Manufacturing, Distribution and Retail Spanning Oregon, California and Nevada, in Addition to 21 Pending Permit Applications in Multiple Jurisdictions Throughout the U.S.

IRVINE, Calif. and TORONTO, Nov. 05, 2018 (GLOBE NEWSWIRE) — Terra Tech Corp. (OTCQX: TRTC), (“Terra Tech” or the “Company”) a vertically integrated cannabis-focused agriculture company, today announced that on November 2, 2018 it signed a non-binding letter of intent (the “LOI”) to merge with Golden Leaf Holdings Ltd. (CSE: GLH) (OTCQB: GLDFF) (“Golden Leaf”), a cannabis company with cultivation, production and retail operations built around recognized brands. Under the terms of the letter of intent, a wholly owned subsidiary of Terra Tech will amalgamate with Golden Leaf, with the resulting amalgamated corporation being a wholly owned subsidiary of Terra Tech. Consummation of the transaction is subject to a number of conditions, including entering into a mutually agreed definitive arrangement agreement, completion of due diligence, the waiting period for the Hart-Scott-Rodino Act, state and local regulatory approvals, approval by the Ontario courts, Terra Tech board approval, Golden Leaf receiving a positive fairness opinion, Canadian Securities Exchange (the “CSE”) approval and Golden Leaf shareholder and board approval.

The LOI provides that Golden Leaf shareholders will be entitled to receive 0.1203 common shares of Terra Tech for each common share of Golden Leaf held (the “Exchange Ratio”).  Terra Tech currently has 79.2 million shares outstanding. As a condition of closing, Terra Tech will be required to list its shares on the CSE.  Listing will be subject to satisfying all of the CSE’s requirements. Upon closing, Derek Peterson will remain in his position as CEO, with William Simpson to become President of the combined company. All references to currency

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