Innovations in Cannabis

Sproutly Announces Cease Trade Order

/NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES/

VANCOUVER, BC, Sept. 6, 2022 /CNW/ - Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) ("Sproutly" or the "Company") announced today that, the British Columbia Securities Commission (the "BCSC") has issued a general "failure to file" cease trade order pursuant to National Policy 11-207 – Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions (the "CTO") dated September 6, 2022 in respect of the securities of the Company as a result of Sproutly's inability to file its audited financial statements for the year ended February 28, 2022 and the related management's discussion and analysis and CEO and CFO certificates (collectively, the "Annual Filings") by the prescribed deadline of August 28, 2022 and to file its interim financial results for the quarter ended May 31, 2022, and the related management's discussion and analysis and CEO and CFO certificates (collectively, the "Q1 Filings") by the prescribed deadline of August 29, 2022.

The Company's 2022 audit currently remains ongoing and as previously disclosed, is experiencing delays caused by the transition to a new audit firm, as well as the complexities arising from the Companies' Creditors Arrangement Act (Canada) ("CCAA") filing of the Company's subsidiaries, Toronto Herbal Remedies Inc. ("THR") and Sproutly Inc. ("Holdco").  The CTO will remain in place until such time as the Annual Filings and Q1 filings are filed by the Company, currently expected before September 30, 2022 and October 15^th, 2022, respectively.

The CTO prohibits the trading by any person of any securities of the Company in each jurisdiction in Canada in which the Company is a reporting issuer, including trades in the Company's common shares made through the Canadian Securities Exchange, for as long as the CTO remains in effect; however, the CTO provides an exception for beneficial securityholders of the Company who are not currently (and who were not as of September 6, 2022) insiders or control persons of the Company and who sell securities of the Company acquired before September 6, 2022 if both of the following criteria are met: (i) the sale is made through a "foreign organized regulated market", as defined in section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada and (ii) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.  

There is no assurance that the Company will be able to remedy its filing default and have the CTO lifted in a timely manner or at all.

The Company is not currently subject to any insolvency proceedings. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this press release.About Sproutly Canada, Inc.

Sproutly is the exclusive licensee of APP technology (www.infusionbiosciences.com) to produce proprietary natural water-soluble Infuz2O and BioNatural Oils. Beverage and edible products produced using the whole plant extracts will deliver true to strain whole plant experiences to new consumers and cannabis connoisseurs alike, ushering in the Cannabis 3.0 revolution. Sproutly intends to enter into partnerships with established companies and consumer brands to market unique products that deliver cannabis and hemp whole plant experience and health and wellness benefits, in major commercial territories around the world.

For more information on Sproutly, please visit: www.sproutly.ca.Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward–looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, management expectations that it will miss the filing deadline for the Annual Filings and the ability of the Company to file the Annual Filings within the time period described herein.

These forward–looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company being unable to file the Annual Filings in the proposed timeframe; recent market volatility; and the state of the financial markets for the Company's securities.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will be able to file the Annual Filings in the proposed time frame.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

SOURCE Sproutly Canada Inc.

For further information: Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc., Email: investors@sproutly.ca

Sproutly Completes Financing

/NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES/

VANCOUVER, BC, Sept. 1, 2022 /CNW/ - Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) ("Sproutly" or the "Company") is pleased to announce it has closed a financing of $100,000.  Under the the private placement, the Company issued 6,666,666 units of the Company (the "Units") at a price of $0.015 per Unit for gross proceeds of $100,000, with each Unit consisting of one common share and one non-transferable common share purchase warrant.  Each warrant entitles the holder to acquire an additional common share at an exercise price of $0.05 for a period of two years from the date of issue.    

All securities issued in connection with the private placement are subject to a four month and a day transfer restriction from the date of issuance. The placement was completed for the purposes of supporting the Company's general working capital. The private placement is subject to the approval of the Canadian Securities Exchange.

Under the first tranche of the private placement, in consideration for their services, the Company paid finder's fees in the amount of $8,000 through the issuance of 552,500 Units on the same terms as described above.

About Sproutly Canada, Inc. 

Sproutly is the exclusive licensee of APP technology (www.infusionbiosciences.com) to produce proprietary natural water-soluble Infuz₂O and BioNatural Oils. Beverage and edible products produced using the whole plant extracts will deliver true to strain whole plant experiences to new consumers and cannabis connoisseurs alike, ushering in the Cannabis 3.0 revolution. Sproutly intends to enter into partnerships with established companies and consumer brands to market unique products that deliver cannabis and hemp whole plant experience and health and wellness benefits, in major commercial territories around the world.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company's inability to meet management's plans and expectations and the Company's inability to use the proceeds of the first tranche of the private placement as intended, changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including, among other things, the Company will be able to use of the proceeds from the first tranche of the private placement as expected and the Company will meet management's plans and expectations.  Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

SOURCE Sproutly Canada Inc.

For further information: Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc., Email: investors@sproutly.ca

Sproutly Provides Update Regarding Management Cease Trade Order

/NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES/

VANCOUVER, BC, Aug. 2, 2022 /CNW/ - Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) ("Sproutly" or the "Company") is providing this update on the status of a management cease trade order ("MCTO) granted on June 29, 2022 by the BCSC, in connection with the delay by the Company in filing its annual financial statements, management's discussion and analysis and related officer certifications for the financial year ended February 28, 2022 (collectively, the "Annual Filings").

The Company continues to work closely with its auditor and expects to file the Annual Filings as soon as possible, but the completion of such Annual Filings was delayed as a result of complexities arising from the Companies' Creditors Arrangement Act (Canada) ("CCAA") filing of the Company's subsidiaries, Toronto Herbal Remedies Inc. ("THR") and Sproutly Inc. ("Holdco"), which impacted the Company's ability to complete the Annual Filings.  Pursuant to the Company's news release dated June 27, 2022, THR and Holdco filed a petition with the Ontario Superior Court of Justice for protection under the CCAA in order to restructure their business and financial affairs. The Company and its other subsidiaries are not parties to the CCAA filing.

During the MCTO, the general investing public will continue to be able to trade in the Company's listed common shares. However, the Company's chief executive officer and interim chief financial officer will not be able to trade in the Company's shares.

The Company is providing this status update in accordance with National Policy 12-203 – Management Cease Trade Orders ("NP 12-203"). The Company will continue to follow the provisions of the Alternative Information Guidelines set out in NP 12-203, including the issuance of bi-weekly default status reports in the form of news releases, for as long as the Company remains in default. The Company confirms as of the date of this news release that there has been no material change in the information contained in the default announcement issued June 27, 2022, and there is no other material information concerning the affairs of the Company that has not been generally disclosed. The Company anticipates filing the Annual Filings and remedying its default on or before August 28, 2022.About Sproutly Canada, Inc.

Sproutly is the exclusive licensee of APP technology (www.infusionbiosciences.com) to produce proprietary natural water-soluble Infuz2O and BioNatural Oils. Beverage and edible products produced using the whole plant extracts will deliver true to strain whole plant experiences to new consumers and cannabis connoisseurs alike, ushering in the Cannabis 3.0 revolution. Sproutly intends to enter into partnerships with established companies and consumer brands to market unique products that deliver cannabis and hemp whole plant experience and health and wellness benefits, in major commercial territories around the world.

For more information on Sproutly, please visit: www.sproutly.ca.Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward–looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, management expectations that it will miss the filing deadline for the Annual Filings and the ability of the Company to file the Annual Filings within the time period described herein.

These forward–looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company being unable to file the Annual Filings in the proposed timeframe; recent market volatility; and the state of the financial markets for the Company's securities.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will be able to file the Annual Filings in the proposed time frame.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

SOURCE Sproutly Canada Inc.

For further information: Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc., Email: investors@sproutly.ca

Sproutly Provides Update Regarding Management Cease Trade Order

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

VANCOUVER, BC, July 15, 2022 /CNW/ - Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) ("Sproutly" or the "Company") announces that its application for a management cease trade order ("MCTO"), as previously announced in a news release dated June 27, 2022, has been accepted by the British Columbia Securities Commission (the "BCSC"). The MCTO was issued by the BCSC, effective as of June 29, 2022, in connection with the delay by the Company in filing its annual financial statements, management's discussion and analysis and related officer certifications for the financial year ended February 28, 2022 (collectively, the "Annual Filings").

The Company continues to work closely with its auditor and expects to file the Annual Filings as soon as possible, but the completion of such Annual Filings was delayed as a result of complexities arising from the Companies' Creditors Arrangement Act (Canada) ("CCAA") filing of the Company's subsidiaries, Toronto Herbal Remedies Inc. ("THR") and Sproutly Inc. ("Holdco"), which impacted the Company's ability to complete the Annual Filings. Pursuant to the Company's news release dated June 27, 2022, THR and Holdco filed a petition with the Ontario Superior Court of Justice for protection under the CCAA in order to restructure their business and financial affairs. The Company and its other subsidiaries are not parties to the CCAA filing.

The Company is providing this status update in accordance with National Policy 12-203 – Management Cease Trade Orders ("NP 12-203"). The Company intends to follow the provisions of the Alternative Information Guidelines set out in NP 12-203, including the issuance of bi-weekly default status reports in the form of news releases, for as long as the Company remains in default. The Company confirms as of the date of this news release that there has been no material change in the information contained in the default announcement issued June 27, 2022, and there is no other material information concerning the affairs of the Company that has not been generally disclosed. The Company anticipates filing the Annual Filings and remedying its default on or before August 28, 2022.About Sproutly Canada, Inc.

Sproutly is the exclusive licensee of APP technology (www.infusionbiosciences.com) to produce proprietary natural water-soluble Infuz2O and BioNatural Oils. Beverage and edible products produced using the whole plant extracts will deliver true to strain whole plant experiences to new consumers and cannabis connoisseurs alike, ushering in the Cannabis 3.0 revolution. Sproutly intends to enter into partnerships with established companies and consumer brands to market unique products that deliver cannabis and hemp whole plant experience and health and wellness benefits, in major commercial territories around the world.

For more information on Sproutly, please visit: www.sproutly.ca.Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, management expectations that it will miss the filing deadline for the Annual Filings and the ability of the Company to file the Annual Filings within the time period described herein.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company being unable to file the Annual Filings in the proposed timeframe; recent market volatility; and the state of the financial markets for the Company's securities.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will be able to file the Annual Filings in the proposed time frame.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

SOURCE Sproutly Canada Inc.

For further information: Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc., Email: investors@sproutly.ca

Sproutly Amends Maturity Date of Convertible Debentures

/NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES/

VANCOUVER, BC, June 28, 2022 /CNW/ - Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) ("Sproutly" or the "Company") announces that the Company has entered into a sixth supplemental indenture dated June 24, 2022 (the "Sixth Supplemental Indenture") between the Company and TSX Trust Company, as trustee, which amends the terms of its convertible debenture indenture dated October 24, 2018 (the "Original Indenture"), as amended by the first supplemental indenture dated April 24, 2020 (the "First Supplemental Indenture"), as further amended by the second supplemental indenture dated July 23, 2020 (the "Second Supplemental Indenture"), as further amended by the third supplemental indenture dated September 23, 2020 (the "Third Supplemental Indenture"), as further amended by the fourth supplemental indenture dated April 22, 2021 (the "Fourth Supplemental Indenture"), and as further amended by the fifth supplemental indenture dated April 25, 2022 (the "Fifth Supplemental Indenture", together with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, and the Fourth Supplemental Indenture, the "Indenture") providing for the issuance of 8.0% senior unsecured convertible debentures in the aggregate principal amount of $10,750,000 (the "Debentures").

Pursuant to the Sixth Supplemental Indenture, the Indenture was modified to extend the maturity date by one month, subject to the prior written approval of Debenture holders holding more than 66 2/3% of the principal amount of all of the outstanding Debentures.

As of the date hereof, Debentures in the principal amount of $1,750,000 are currently outstanding and due to mature on June 24, 2022. The Debentures were originally convertible by the holders thereof into common shares of the Company at a price of $0.75 per common share. Pursuant to the First Supplemental Indenture, the Company and the Debenture holders approved an amendment to the conversion price to $0.105 per share. Pursuant to the Second Supplemental Indenture, the Indenture was amended to provide for certain payments of principal and interest under the Indenture to be settled by the Company in cash or common shares of the Company. Pursuant to the Third Supplemental Indenture, the Indenture was amended to move the conversion price to $0.06 per share and to extend the maturity date by six months to April 24, 2021. Pursuant to the Fourth Supplemental Indenture, the Indenture was amended to extend the maturity date by a year to April 24, 2022. Pursuant to the Fifth Supplemental Indenture, the Indenture was amended to extend the maturity date by two months to June 24, 2022.

In connection with the execution of the Sixth Supplemental Indenture, the Company has extended the maturity date from June 24, 2022 to July 24, 2022.

For additional details regarding the Debentures, please refer to the Company's news releases dated October 24, 2018, December 21, 2018, April 24, 2020, July 30, 2020, September 23, 2020, April 22, 2021, and April 25, 2022 along with the Company's final short form prospectus dated December 19, 2018, each of which are available on the Company's SEDAR profile at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly is the exclusive licensee of APP technology (www.infusionbiosciences.com) to produce proprietary natural water-soluble Infuz₂O and BioNatural Oils. Beverage and edible products produced using the whole plant extracts will deliver true to strain whole plant experiences to new consumers and cannabis connoisseurs alike, ushering in the Cannabis 3.0 revolution. Sproutly intends to enter into partnerships with established companies and consumer brands to market unique products that deliver cannabis and hemp whole plant experience and health and wellness benefits, in major commercial territories around the world.

SOURCE Sproutly Canada Inc.

For further information: Please visit: www.sproutly.ca; Contact: Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc., Email: investors@sproutly.ca

Sproutly Announces CCAA Filing for THR Divestiture

VANCOUVER, BC, June 27, 2022 /CNW/ - Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) ("Sproutly" or the "Company"), announced today that Toronto Herbal Remedies Inc. ("THR") and Sproutly's subsidiary, that holds the shares of THR, Sproutly Inc. (together the "Filers"), filed a petition with the Ontario Superior Court of Justice for protection under the Companies' Creditors Arrangement Act ("CCAA") in order to restructure their business and financial affairs.  The Company and its other subsidiaries are not parties to the CCAA filing and will now focus solely on the commercialization of its APP technology.

After going through a time and resource consuming process to sell THR and the facility, careful consideration of available alternatives and consultation with legal and financial advisors, the directors of the Company decided that in the interest of the Company's shareholders, THR's divestiture should be carried out by a court appointed monitor under a CCAA filing.

The Initial Order includes, among other things: (i) a stay of proceedings in favour of the Filers; (ii) approval of a DIP (Debtor in Possession) Loan (as described below); and (iii) the appointment of BDO Canada Limited as monitor of the Filers (in such capacity, the "Monitor").  The Filers are seeking creditor protection under the CCAA in order to receive a stay of proceedings that will allow the Monitor to conduct a sale and investment solicitation process ("SISP") and facilitate a transaction.

Under the Initial Order, the Filers will operate in the ordinary course throughout the CCAA proceedings during the SISP. Management of the Filers will remain responsible for the day-to-day operations of the Filers, under the general  oversight of the Monitor.  The Filers' day-to-day obligations to employees and key suppliers of goods and services, from and after the filing date, will  be met using the DIP Loan.

In order to fund the CCAA proceedings, the SISP and other short term working capital requirements, the Filers have executed a term sheet with 0982244 BC Ltd. o/a Isle of Mann Property Group., on behalf of its clients (the "DIP Lender"), pursuant to which the DIP Lender will advance a debtor-in-possession loan in the amount of $750,000 (the "DIP Loan"). The DIP Loan is conditional on, among other things, the issuance of the Initial Order which has been granted.

The Company is not part of the CCAA proceedings.  The Company is the holder of the APP technology license from Infusion Biosciences for Canada, the EU, the UK, Australia, Israel and Jamaica.  The Company is transitioning from operating a licensed cannabis facility to a cannabis technology company, as evidenced by the plan for the Filers.  The Company will continue to partner with licensed producers to produce products utilizing the APP technology, which is capable of producing strain specific cannabis extracts, edible and beverage products.  The Company has one partnership agreement in place whereby the Company will produce its own branded products while actively pursuing further sublicensing and other such arrangements. 

"At this stage of Sproutly's evolution, our best path to capitalize on the APP technology and be able to produce innovative products required the sale of THR." said Dr. Arup Sen, Sproutly's CEO. "Especially in light of our progress in the newly formed joint venture with KCI, the execution of product development, manufacturing, and marketing in Canada requires a total focus on the operations of the joint venture and approaching prospective partners in the territories where Sproutly has rights to APP technology." he added.About Sproutly Canada, Inc.

Sproutly is positioning to become a leading supplier of proprietary cannabis ingredients, brands, and customized formulations for the cannabis beverage and edibles marketplaces in Canada, Europe, Australia, and other international markets. Our proprietary natural water-soluble Infuz₂O and BioNatural Oils are designed to deliver true to strain whole plant experiences to new consumers and cannabis connoisseurs alike, ushering in the Cannabis 3.0 revolution. Sproutly will enter into partnerships with globally established consumer brands to leverage their existing customer bases, brand recognition, distribution networks to deliver this scientific breakthrough with speed and efficiency in major commercial territories around the world.

For more information on Sproutly, please visit: www.sproutly.ca.Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company's inability to launch or supply its Cannabis 2.0 products in Canada; the Company's inability to complete agreements with partners and launch additional products; potential negative consumer, investor or public perception of the additional product lines; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its Cannabis 2.0 products in Canada; that the Company's products will be positively received by consumers in Canada; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

SOURCE Sproutly Canada Inc.

For further information: Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc., Email: investors@sproutly.ca

Sproutly Amends Maturity Date of Convertible Debentures

/NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES/

VANCOUVER, BC, April 25, 2022 /CNW/ - Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) ("Sproutly" or the "Company") announces that the Company has entered into a fifth supplemental indenture dated April 25, 2022 (the "Fifth Supplemental Indenture") between the Company and TSX Trust Company, as trustee, which amends the terms of its convertible debenture indenture dated October 24, 2018 (the "Original Indenture"), as amended by the first supplemental indenture dated April 24, 2020 (the "First Supplemental Indenture"), as further amended by the second supplemental indenture dated July 23, 2020 (the "Second Supplemental Indenture"), as further amended by the third supplemental indenture dated September 23, 2020 (the "Third Supplemental Indenture"), and as further amended by the fourth supplemental indenture dated April 22, 2021 (the "Fourth Supplemental Indenture", together with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, and the Third Supplemental Indenture, the "Indenture") providing for the issuance of 8.0% senior unsecured convertible debentures in the aggregate principal amount of $10,750,000 (the "Debentures").

Pursuant to the Fifth Supplemental Indenture, the Indenture was modified to extend the maturity date by two months, subject to the prior written approval of Debenture holders holding more than 66 2/3% of the principal amount of all of the outstanding Debentures.

As of the date hereof, Debentures in the principal amount of $1,750,000 are currently outstanding and due to mature on April 24, 2022.  The Debentures were originally convertible by the holders thereof into common shares of the Company at a price of $0.75 per common share.  Pursuant to the First Supplement Indenture, the Company and the Debenture holders approved an amendment to the conversion price to $0.105 per share.  Pursuant to the Second Supplemental Indenture, the Indenture was amended to provide for certain payments of principal and interest under the Indenture to be settled by the Company in cash or common shares of the Company.  Pursuant to the Third Supplemental Indenture, the Indenture was amended to move the conversion price to $0.06 per share and to extend the maturity date by six months to April 24, 2021.  Pursuant to the Fourth Supplemental Indenture, the Indenture was amended to extend the maturity date by a year to April 24, 2022.

In connection with the execution of the Fifth Supplemental Indenture, the Company has extended the maturity date from April 24, 2022 to June 24, 2022.

For additional details regarding the Debentures, please refer to the Company's news releases dated October 24, 2018, December 21, 2018, April 24, 2020, July 30, 2020, September 23, 2020, and April 22, 2021, along with the Company's final short form prospectus dated December 19, 2018, each of which are available on the Company's SEDAR profile at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly is the exclusive licensee of APP technology (www.infusionbiosciences.com) to produce proprietary natural water-soluble Infuz₂O and BioNatural Oils. Beverage and edible products produced using the whole plant extracts will deliver true to strain whole plant experiences to new consumers and cannabis connoisseurs alike, ushering in the Cannabis 3.0 revolution. Sproutly intends to enter into partnerships with established companies and consumer brands to market unique products that deliver cannabis and hemp whole plant experience and health and wellness benefits, in major commercial territories around the world.

For more information on Sproutly, please visit: www.sproutly.ca.

SOURCE Stone Ridge Exploration 

For further information: Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.; Email: investors@sproutly.ca

Sproutly Announces Expanded Relationship with Kingston Cannabis Inc.

/NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES/

VANCOUVER, BC, April 18, 2022 /CNW/ - Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) ("Sproutly" or the "Company"), announces that it is expanding its commercial relationship with Kingston Cannabis Inc. ("KCI"), a Health Canada Licensed processor.

Sproutly and KCI have agreed to form a  joint venture ("JV") that will utilize the proprietary APP technology to produce proprietary, natural, whole plant extracts of cannabis and hemp which will be used to formulate, evaluate, manufacture, and sell beverage and edible products. Sproutly will grant the JV a license to use the APP technology to produce and sell the products in Canada and Australia, and may elect to expand to other countries in which Sproutly has exclusive rights to the APP technology. KCI will provide the licensed facility and operating services to the JV while Sproutly will provide the APP license, technical services and oversight. The parties will utilize the JV to jointly develop brands, market products, and share in JV profits.  Sproutly retains the rights to grant APP licenses to other licensed producers and KCI retains the right to produce and sell other products that do not use the APP technology. APP processing operations are being set up at KCI allowing the JV to produce the extracts and finished products at the same site in order to minimize the cost to produce.

"Expanding the scope of the existing Sproutly-KCI relationship with this JV is a show of our successful collaboration in formulating and evaluating beverages using APP extracts. The JV will now integrate APP processing and finished product manufacturing to avoid potential issues that arise from divided manufacturing and avoid duplication of some operational expenses", said Arup Sen, CEO and director of Sproutly. "We can now offer prospective partners a fully integrated flower-to-finished product service." he added.

"We are harmonizing our operations to move in stride and release next generation botanical products and packaging that will shape medicine and technology. Our combined work, detailed research, and significant experience will be critical to establishing growth within local cannabis markets as well as international medical avenues. We are excited to welcome these new ideas to fruition and materialize a successful future with our partners." Said Jonathan Pilon, President of KCI.

About Sproutly Canada, Inc.

Sproutly is the exclusive licensee of APP technology (www.infusionbiosciences.com) to produce proprietary natural water-soluble Infuz₂O and BioNatural Oils. Beverage and edible products produced using the whole plant extracts will deliver true to strain whole plant experiences to new consumers and cannabis connoisseurs alike, ushering in the Cannabis 3.0 revolution. Sproutly intends to enter into partnerships with established companies and consumer brands to market unique products that deliver cannabis and hemp whole plant experience and health and wellness benefits, in major commercial territories around the world.

For more information on Sproutly, please visit: www.sproutly.ca.

About Kingston Cannabis Inc. 

Kingston Cannabis Inc. operates a licensed cannabis processing facility that creates high end cannabis-infused beverages, edibles, and capsules featuring recyclable metal containers.  KCI harnesses the significant experience of its co-founder in the cannabis and homeopathic markets, as well as the expertise of its partnerinproducing unique, eco-friendly, world-leading aluminum packaging. KCI has significant international connections to world cannabis markets and works with all aspects of cannabis processing from ginetics to advanced manufacturing.

For more information on KCI, please visit: www.kingstoncannabisinc.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the Company's ability to complete a definitive agreement with KCI and launch Cannabis 2.0 products.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company's inability to launch or supply its Cannabis 2.0 products in Canada; the Company's inability to complete a definitive agreement with KCI and launch additional products; potential negative consumer, investor or public perception of the additional product lines; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its Cannabis 2.0 products in Canada; that the Company's products will be positively received by consumers in Canada; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

SOURCE Stone Ridge Exploration 

For further information: Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc., Email: investors@sproutly.ca

Sproutly Receives Research License from Heath Canada

/NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES/

VANCOUVER, BC, April 13, 2022 /CNW/ - Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) ("Sproutly" or the "Company"), is pleased to announce that the company's wholly-owned subsidiary, Toronto Herbal Remedies Inc. ("THR"), a licenced producer under the Cannabis Act, has received a research licence from Health Canada effective April 11, 2022. The licence allows THR to evaluate the ingredients produced by the proprietary APP technology and product formulations incorporating these ingredients.

"We are pleased to receive this license since we can now evaluate our proprietary extracts and the unique 2.0 product formulations before moving them forward to manufacturing and sale to Canadian consumers." said Arup Sen, CEO & Director. "We believe it is important to know the sensory characters of the products we market and this license will allow us to further improve upon our beverage and edible product candidates", he added.

About Sproutly Canada, Inc. 

Sproutly's core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly's business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company's first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company's inability to successfully develop and produce its first line of beverage products or the Company's inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

SOURCE Stone Ridge Exploration 

For further information: Arup Sen, Chief Executive Officer of Sproutly Canada, Email: investors@sproutly.ca

Sproutly Announces Financial Results for the Third Quarter of Fiscal 2022

Not for Dissemination in the US or Through US Newswire Services

January 28, 2022 04:54 PM Eastern Standard Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) today announced the Company’s financial results for the third quarter ended November 30, 2021.

Highlights for the Third Quarter Ended November 30, 2021

• The Company settled outstanding current debt of the Company and the Company’s subsidiary, Toronto Herbal Remedies Inc., in the aggregate amount of $145,448.44, pursuant to the terms of debt settlement agreements with two arm’s length creditors. In settlement of the Debt, the Company has issued an aggregate of 2,908,968 common shares in the capital of the Company at a price of $0.05 per share.
• The Company signed a Letter of Intent for the formation of a commercial relationship with Kingston Cannabis Inc. (“KCI”), to produce its cannabis-infused beverages through a co-packing arrangement with KCI. KCI’s affiliate, Kingston Aluminum Technologies Inc. (“KAT”) will provide custom designed aluminum packaging for Sproutly’s products. In addition, KCI and Sproutly will collaborate on the consumer evaluation of Sproutly’s formulations that are made using ingredients produced by the proprietary APP cannabis processing technology.

Subsequent Events

• On December 31, 2021, the Company, pursuant to a convertible debenture indenture dated October 24, 2018 between the Company and TSX Trust Company, as trustee, which has been amended pursuant to a first supplemental indenture dated April 24, 2020, a second supplemental indenture dated July 23, 2020, a third supplemental indenture dated September 23, 2020 and a fourth supplemental indenture dated April 22, 2021 (collectively, the "Indenture"), the Company settled accrued and unpaid interest ("Interest") under the Indenture in the amount of $70,000 through the issuance of 1,400,000 common shares in the capital of the Company (the "Settlement Shares") at a price of $0.05 per Settlement Share.

Consolidated Financial Statements and Management's Discussion and Analysis
The Company’s unaudited consolidated interim financial statements and accompanying notes at and for the period ended November 30, 2021, and the Company's Management's Discussion and Analysis for the period ended November 30, 2021, are available under the Company's profile on SEDAR at www.sedar.com.

About Sproutly Canada, Inc.
Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver unique brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver the benefits of the APP technology with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca.

Forward-Looking Statements
Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer of Sproutly Canada
investorreleations@sproutly.ca

Sproutly Issues Shares in Lieu of Semi-Annual Interest Payment

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

December 31, 2021 11:54 AM Eastern Standard Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) ("Sproutly" or the "Company") announces that, pursuant to a convertible debenture indenture dated October 24, 2018 between the Company and TSX Trust Company, as trustee, which has been amended pursuant to a first supplemental indenture dated April 24, 2020, a second supplemental indenture dated July 23, 2020, a third supplemental indenture dated September 23, 2020 and a fourth supplemental indenture dated April 22, 2021 (collectively, the "Indenture"), the Company intends to settle accrued and unpaid interest ("Interest") under the Indenture in the amount of $70,000 through the issuance of 1,400,000 common shares in the capital of the Company (the "Settlement Shares") at a price of $0.05 per Settlement Share.

The Interest represents a semi-annual interest payment under the Indenture and the Interest will be fully settled upon the issuance of the Settlement Shares. The holders of the convertible debentures voluntarily elected to satisfy the Interest with common shares of the Company which will allow the Company to preserve its cash for future operations.

For additional details regarding the Indenture, please refer to the Company’s news releases dated October 24, 2018, December 21, 2018, April 24, 2020, July 30, 2020, September 23, 2020, January 5, 2021, April 22, 2021, June 3, 2021 and June 30, 2021 along with the Company’s final short form prospectus dated December 19, 2018, each of which are available on the Company’s SEDAR profile at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the issuance of the Settlement Shares.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to issue the Settlement Shares. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will obtain all applicable regulatory approvals to issue the Settlement Shares.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces Financial Results for the Second Quarter of Fiscal 2022

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

October 29, 2021 05:49 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) today announced the Company’s financial results for the second quarter ended August 31, 2021.

"We continued to make progress in the development of our 2.0 products through the first half of fiscal 2022, as well as establishing the necessary groundwork with the partnership with Kingston Cannabis Inc. (“KCI”)” said Dr. Arup Sen, Chief Executive Officer and Director of Sproutly. “We are focused on long term sustainability in order to deliver 2.0 and in time, 3.0 products, to the Canadian market and believe that partnerships like the one with KCI are an important next step.”

Highlights for the Second Quarter Ended August 31, 2021

• Pursuant to a convertible debenture indenture dated October 24, 2018 between the Company and TSX Trust Company, as trustee, the Company converted a principal amount of $250,000 under the Indenture. Pursuant to the terms of the Indenture, all accrued and unpaid interest on the converted Principal also becomes due and payable and the Company settled $8,222.22 in interest through the issuance of 91,358 common shares in the capital of the Company at a price of $0.09 per share.
• Pursuant to a convertible debenture indenture dated October 24, 2018 between the Company and TSX Trust Company, as trustee, the Company settled accrued and unpaid interest under the Indenture in the amount of $70,000 through the issuance of 1,166,666 common shares in the capital of the Company at a price of $0.06 per share.
• The Company acquired of the primary assets of CannaHive Inc. (the “Acquisition”). The Acquisition supercedes the definitive agreement between the companies announced in April of this year.

Subsequent Events

• The Company settled outstanding current debt of the Company and the Company’s subsidiary, Toronto Herbal Remedies Inc., in the aggregate amount of $145,448.44, pursuant to the terms of debt settlement agreements with two arm’s length creditors. In settlement of the Debt, the Company has issued an aggregate of 2,908,968 common shares in the capital of the Company at a price of $0.05 per share.
• The Company signed a Letter of Intent for the formation of a commercial relationship with Kingston Cannabis Inc. (“KCI”), to produce its cannabis-infused beverages through a co-packing arrangement with KCI. KCI’s affiliate, Kingston Aluminum Technologies Inc. (“KAT”) will provide custom designed aluminum packaging for Sproutly’s products. In addition, KCI and Sproutly will collaborate on the consumer evaluation of Sproutly’s formulations that are made using ingredients produced by the proprietary APP cannabis processing technology.

Consolidated Financial Statements and Management's Discussion and Analysis

The Company’s unaudited consolidated interim financial statements and accompanying notes at and for the period ended August 31, 2021, and the Company's Management's Discussion and Analysis for the period ended August 31, 2021, are available under the Company's profile on SEDAR at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver unique brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver the benefits of the APP technology with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer of Sproutly Canada
Email: investorreleations@sproutly.ca

Sproutly Enters into LOI with Kingston Cannabis Inc.

September 30, 2021 05:30 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”), announces it has signed a Letter of Intent (“LOI”) for the formation of a commercial relationship with Kingston Cannabis Inc. (“KCI”), a Health Canada Licensed Producer to launch its cannabis-infused beverages through a co-packing arrangement with KCI. KCI’s affiliate, Kingston Aluminum Technologies Inc. (“KAT”) will provide custom designed aluminum packaging for Sproutly’s products. In addition, KCI and Sproutly will collaborate on the consumer evaluation of Sproutly’s formulations that are made using ingredients produced by the proprietary APP cannabis processing technology.

Sproutly will leverage KCI’s co-packing expertise to launch the Company’s Infuz2O ready-to-drink (RTD) beverages in calendar Q1 2022. Sproutly’s RTDs will be the first on the market with an all natural (no chemicals or harsh physical extraction processes used), whole-plant, water-soluble, true-to-strain beverage that will provide consumers with a consistent and predictable onset and offset experience. The Company’s RTDs will be sold in crafted aluminum bottles made possible only with KAT’s proprietary aluminum extrusion technology.

KCI has also been recently awarded a research license from Health Canada to conduct focus group studies on cannabis-infused beverage products from its facility in Kingston, Ontario. Sproutly and KCI are working together to launch the first of consumer focus group study before the end of October, where participants will be able to try some of Sproutly’s first RTD products.

“This relationship will allow us to launch our beverages made with our proprietary Infuz2O extract in distinct, environmentally friendly aluminum containers with unique internal coating for better preservation of cannabis products,” said Dr. Arup Sen, Chief Executive Officer and Director of Sproutly. “Additionally, we will utilize KCI’s research license to test our product formulations and select our 3.0 beverages for features that are preferred in consumer products that will deliver a true to strain, whole plant experience.”

“Our companies are committed to a green future with products that will benefit both the community and consumer as a whole. We’re fortunate to work in conjunction with Sproutly to forge new products and partnerships that will have taste and appeal,” said Jonathan Pilon, President of KCI.

About Sproutly Canada, Inc.

Sproutly is positioning to become a leading supplier of proprietary cannabis ingredients, brands, and customized formulations for the cannabis beverage and edibles marketplaces in Canada, Europe, Australia, and other international markets. Our proprietary natural water-soluble Infuz₂O and BioNatural Oils are designed to deliver true to strain whole plant experiences to new consumers and cannabis connoisseurs alike, ushering in the Cannabis 3.0 revolution. Sproutly will enter into partnerships with globally established consumer brands to leverage their existing customer bases, brand recognition, distribution networks to deliver this scientific breakthrough with speed and efficiency in major commercial territories around the world.

For more information on Sproutly, please visit: www.sproutly.ca.

About Kingston Cannabis Inc.

Kingston Cannabis Inc. operates a licensed cannabis manufacturing facility that creates cannabis-infused beverages, edibles, and capsules featuring recyclable metal containers. KCI harnesses the significant experience of its co-founder in the cannabis and homeopathic markets, as well as the expertise of its partners in producing unique, eco-friendly, world-leading aluminum packaging.

For more information on KCI, please visit: www.kingstoncannabisinc.ca

About Kingston Aluminum Technologies Inc.

Kingston Aluminum Technologies Inc. is a privately held company with a patented aluminum bottle blow molding process which creates durable aluminum bottles that are easier to recycle, reuse, and transport than existing options, while also offering unprecedented customization.

For more information on KAT, please visit: www.katinc.ca

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the Company's ability to complete a definitive agreement with KCI and launch Cannabis 2.0 products.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to launch or supply its Cannabis 2.0 products in Canada; the Company's inability to complete a definitive agreement with KCI and launch additional products; potential negative consumer, investor or public perception of the additional product lines; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its Cannabis 2.0 products in Canada; that the Company’s products will be positively received by consumers in Canada; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Completes Shares for Debt Settlement

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

September 22, 2021 05:53 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announces that, further to its news release dated September 16, 2021, it has settled outstanding current debt (the “Debt Settlement”) of the Company and the Company’s subsidiary, Toronto Herbal Remedies Inc., in the aggregate amount of $145,448.44 (the “Debt”), pursuant to the terms of debt settlement agreements with two arm’s length creditors (the “Creditors”). In settlement of the Debt, the Company has issued an aggregate of 2,908,968 common shares in the capital of the Company (the “Settlement Shares”) at a price of $0.05 per Settlement Share.

The Debt has been extinguished following the issuance of the Settlement Shares.

All securities issued in connection with the Debt Settlement are subject to a four-month and one day hold period from date of issuance under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contacts

Craig Loverock, Chief Financial Officer of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces Shares for Debt Settlement

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

September 16, 2021 09:56 AM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announces that it intends to settle outstanding current debt (the “Debt Settlement”) of the Company and the Company’s subsidiary, Toronto Herbal Remedies Inc., in the aggregate amount of $145,448.44 (the “Debt”), pursuant to the terms of debt settlement agreements with two arm’s length creditors (the “Creditors”). In settlement of the Debt, the Company has agreed to issue an aggregate of 2,908,968 common shares in the capital of the Company (the “Settlement Shares”) at a price of $0.05 per Settlement Share.

The Debt will be extinguished upon the issuance of the Settlement Shares. The Creditors voluntarily elected to satisfy their respective Debt with the Settlement Shares in lieu of cash payment, which will allow the Company to preserve its cash for future operations.

All securities issued in connection with the Debt Settlement will be subject to a four-month and one day hold period from their date of issue under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates,” or variations of such words and phrases or statements that certain actions, events or results “may,” “could,” “should,” “would” or “occur.” This information and these statements, referred to herein as "forward-looking statements," are not historical facts, are made as of the date of this news release and include without limitation, the Debt Settlement.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, recent market volatility; the state of the financial markets for the Company’s securities; and political, legal and regulatory uncertainty relating to cannabis products generally.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, the Company will be able to complete the Debt Settlement as anticipated.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Craig Loverock, Chief Financial Officer of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Acquires Assets of CannaHive Inc.

August 16, 2021 10:19 AM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”), is pleased to announce it has acquired the primary assets of CannaHive Inc. (the “Acquisition”). The Acquisition supercedes the definitive agreement between the companies announced in April of this year.

The Acquisition provides Sproutly with fully automated, pharmaceutical grade manufacturing equipment to produce high quality cannabis confectionaries, such as gummies and chocolates, at a lower cost and at a larger scale to meet the projected demands for the Canadian market.

“The equipment produces edibles at large scale directly into blister packs without exposure to airborne contaminations, a common challenge for many traditional manufacturing processes. This acquisition offers superior economics compared to the prior agreement. We now have the in-house capability and control over large scale production of unique gummies incorporating proprietary cannabis ingredients produced by our APP technology, enabling us to offer a premium whole-plant product at a competitive price point,” said Dr. Arup Sen, Chief Executive Officer and Director of Sproutly. “We will adjust our product commercialization plans accordingly with a clear path to the national launch of current and future formulations of our true-to-strain, whole-plant gummies that we are filing with Health Canada,” added Dr. Sen.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the Company's ability to launch additional products.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to launch or supply its products in Canada; the Company's inability to launch additional products; potential negative consumer, investor or public perception of the additional product lines; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its products in Canada; that the Company’s products will be positively received by consumers in Canada; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Craig Loverock, Chief Financial Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces Financial Results for the First Quarter of Fiscal 2022

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

July 30, 2021 04:00 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) today announced the Company’s financial results for the first quarter ended May 31, 2021.

"We are pleased with our progress in Q1, having completed a financing, as well as finalizing agreements with CMG and Cannahive, and submitting NNCP notifications for our 2.0 products.” said Dr. Arup Sen, Chief Executive Officer and Director of Sproutly. “We remain focused and committed to creating a sustainable business developing innovative cannabis products for the Canadian market.”

Highlights for the First Quarter Ended May 31, 2021

• The Company issued 26,966,037 units at $0.05 per unit for a total of $1,348,302, with each Unit consisting of one common share and one non-transferable common share purchase warrant. Each warrant entitles the holder to acquire an additional common share at an exercise price of $0.07 for a period of two years from the date of issue.
• The Company announced it executed a definitive agreement with CannaHive. This agreement finalizes the commercial arrangement with CannaHive to produce Cannabis 2.0 products at THR’s licensed facility. This agreement allows Sproutly to utilize CannaHive’s proprietary manufacturing and packaging equipment and related intellectual property to manufacture cannabis infused edibles, such as gummies and candies, at the THR facility.
• The Company completed the formulation of its initial edible gummy and beverage products and filed with Health Canada its NNCP notification required to sell these products in Canada.
• The Company executed a Definitive Agreement with CMG. The Agreement allows Sproutly to utilize brands developed by CMG and its affiliates and expand its innovative product portfolio (the “Acquired Products”) that will be produced and sold by THR. The Agreement will allow Sproutly to facilitate potential business-to-business sales of proprietary whole plant extracts to CMG’s network of Guild members.

Subsequent Events

• Pursuant to a convertible debenture indenture dated October 24, 2018 between the Company and TSX Trust Company, as trustee, the Company has converted a principal amount of $250,000 under the Indenture. Pursuant to the terms of the Indenture, all accrued and unpaid interest on the converted Principal also becomes due and payable and the Company settled $8,222.22 in interest through the issuance of 91,358 common shares in the capital of the Company at a price of $0.09 per share.

Consolidated Financial Statements and Management's Discussion and Analysis

The Company’s unaudited consolidated interim financial statements and accompanying notes at and for the period ended May 31, 2021, and the Company's Management's Discussion and Analysis for the period ended May 31, 2021, are available under the Company's profile on SEDAR at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver unique brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver the benefits of the APP technology with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer of Sproutly Canada
Email: investorreleations@sproutly.ca

SPROUTLY ANNOUNCES FINANCIAL RESULTS FOR THE FISCAL YEAR 2021

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

VANCOUVER, B.C., July 19, 2021 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) today announced the Company’s financial results for the fiscal year ended February 28, 2021.

"Fiscal 2021 was a transitional year for Sproutly. With the onset of the COVID-19 pandemic, we created and began to implement our business transformation plan. This resulted in a significant decrease in our operating expenses and a substantial change to the business strategy to focus on the proprietary APP Technology for Cannabis 2.0 product opportunities and away from the capital-intensive cannabis cultivation business.” said Dr. Arup Sen, Chief Executive Officer and Director of Sproutly. “Following the receipt of the Cannabis 2.0 license, we converted our licensed facility and signed agreements with partners to focus on the production, marketing, and sales of innovative cannabis 2.0 products.”

Highlights for the Fourth Quarter Ended February 28, 2021

• The Company executed a Letter of Intent to enter into a commercial relationship with Cannabis Manufacturer’s Guild Ltd. (“CMG”).
• The Company executed a Letter of Intent to enter into a commercial relationship with CannaHive Inc. (“CannaHive”). The agreement will allow the Company to cost effectively manufacture certain cannabis 2.0 edible products.Subsequent Events
  • The Company issued 26,966,037 units at $0.05 per unit for a total of $1,348,302, with each Unit consisting of one common share and one non-transferable common share purchase warrant. Each warrant entitles the holder to acquire an additional common share at an exercise price of $0.07 for a period of two years from the date of issue.
  • The Company announced it executed a definitive agreement with CannaHive. This agreement finalizes the commercial arrangement with CannaHive to produce Cannabis 2.0 products at THR’s licensed facility. This agreement allows Sproutly to utilize CannaHive’s proprietary manufacturing and packaging equipment and related intellectual property to manufacture cannabis infused edibles, such as gummies and candies, at the THR facility.
  • The Company completed the formulation of its initial edible gummy and beverage products and filed with Health Canada its NNCP notification required to sell these products in Canada.

• The Company executed a Definitive Agreement with CMG. The Agreement allows Sproutly to utilize brands developed by CMG and its affiliates and expand its innovative product portfolio (the “Acquired Products”) that will be produced and sold by THR. The Agreement will allow Sproutly to facilitate potential business-to-business sales of proprietary whole plant extracts to CMG’s network of Guild members.

Consolidated Financial Statements and Management's Discussion and Analysis

The Company’s unaudited consolidated interim financial statements and accompanying notes at and for the year ended February 28, 2021, and the Company's Management's Discussion and Analysis for the year ended February 28, 2021, are available under the Company's profile on SEDAR at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz2O and BioNatural Oils will deliver unique brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver the benefits of the APP technology with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca. Contact: Dr. Arup Sen, Chief Executive Officer of Sproutly Canada Email: investorreleations@sproutly.ca

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward- looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information.

Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Provides Update Regarding Management Cease Trade Order

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

July 12, 2021 04:30 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) ("Sproutly" or the "Company") announces that its application for a management cease trade order ("MCTO"), as previously announced in a news release dated June 22, 2021, has been accepted by the British Columbia Securities Commission (the "BCSC"). The MCTO was issued by the BCSC, effective as of June 29, 2021, in connection with the delay by the Company in filing its annual financial statements, management's discussion and analysis and related officer certifications for the financial year ended February 28, 2021 (collectively, the "Annual Filings").

The Company continues to work closely with its auditor and expects to file the Annual Filings as soon as possible, but the completion of such Annual Filings was delayed as a result of complexities caused by COVID-19 pandemic, which impacted the Company's ability to complete the Annual Filings.

The Company is providing this status update in accordance with National Policy 12-203 – Management Cease Trade Orders ("NP 12-203"). The Company intends to follow the provisions of the Alternative Information Guidelines set out in NP 12-203, including the issuance of bi-weekly default status reports in the form of news releases, for as long as the Company remains in default. The Company confirms as of the date of this news release that there has been no material change in the information contained in the default announcement issued June 22, 2021, and there is no other material information concerning the affairs of the Company that has not been generally disclosed. The Company anticipates filing the Annual Filings and remedying its default on or before July 19, 2021.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the ability of the Company to file the Annual Filings within the time period described herein.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company being unable to file the Annual Filings in the proposed timeframe.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will be able to file the Annual Filings in the proposed time frame.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Issues Shares in Lieu of Semi-Annual Interest Payment

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

June 30, 2021 05:46 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) ("Sproutly" or the "Company") announces that, pursuant to a convertible debenture indenture dated October 24, 2018 between the Company and TSX Trust Company, as trustee, which has been amended pursuant to a first supplemental indenture dated April 24, 2020, a second supplemental indenture dated July 23, 2020, a third supplemental indenture dated September 23, 2020 and a fourth supplemental indenture dated April 22, 2021 (collectively, the "Indenture"), the Company intends to settle accrued and unpaid interest ("Interest") under the Indenture in the amount of $70,000 through the issuance of 1,166,666 common shares in the capital of the Company (the "Settlement Shares") at a price of $0.06 per Settlement Share.

The Interest represents a semi-annual interest payment under the Indenture and the Interest will be fully settled upon the issuance of the Settlement Shares. The holder of the convertible debenture voluntarily elected to satisfy the Interest with common shares of the Company which will allow the Company to preserve its cash for future operations.

For additional details regarding the Indenture, please refer to the Company’s news releases dated October 24, 2018, December 21, 2018, April 24, 2020, July 30, 2020, September 23, 2020, January 5, 2021, April 22, 2021 and June 3, 2021 along with the Company’s final short form prospectus dated December 19, 2018, each of which are available on the Company’s SEDAR profile at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the issuance of the Settlement Shares.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to issue the Settlement Shares. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will obtain all applicable regulatory approvals to issue the Settlement Shares.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces Filing of Application for Management Cease Trade Order

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

June 22, 2021 08:54 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) ("Sproutly" or the "Company") today that it will likely miss its filing deadline of June 28, 2021 to file audited annual financial statements and accompanying management's discussion and analysis and related CEO and CFO certificates for the financial year ended February 28, 2021 (collectively, the "Annual Filings"), as required under applicable Canadian securities laws.

In connection with the Company's inability to file the Annual Filings on time, the Company has applied for a Management Cease Trade Order ("MCTO") under National Policy 12-203 – Management Cease Trade Orders ("NP 12-203") and is waiting for the British Columbia Securities Commission approval.

The Company is applying for a MCTO as a result of complexities caused by COVID-19 pandemic, which impacted the Company's ability to complete the Annual Filings.

The Company expects to file the Annual Filings as soon as they are available, but in any event no later than July 12, 2021, and will issue a news release once the Annual Filings have been filed. Until the Company files the Annual Filings, it will comply with the alternative information guidelines set out in NP 12-203. The guidelines, among other things, require the Company to issue bi-weekly default status reports, in the form of news releases, for so long as the Annual Filings have not been filed.

During the MCTO, the general investing public will continue to be able to trade in the Company's common shares listed on the Canadian Securities Exchange. However, the Company's Chief Executive Officer and Chief Financial Officer and such other directors, officers and persons as determined by the applicable regulatory authorities will not be able to trade in the Company's shares, nor will the Company be able to, directly or indirectly, issue securities to or acquire securities from an insider or employee of the Company except in accordance with legally binding obligations to do so existing as of June 28, 2021, being the date of the Company’s anticipated continuous disclosure default.

The Company is not currently subject to any insolvency proceedings. If the Company provides any information to any of its creditors during the period in which it is in default of filing the Annual Filings, the Company confirms that it will also file material change reports on SEDAR containing such information.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, management expectations that it will miss the filing deadline for the Annual Filings and the ability of the Company to file the Annual Filings within the time period described herein.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company being unable to file the Annual Filings in the proposed timeframe; recent market volatility; and the state of the financial markets for the Company’s securities.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will be able to file the Annual Filings in the proposed time frame.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Contact: Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Issues Shares in Lieu of Interest

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

June 03, 2021 11:07 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announces that, pursuant to a convertible debenture indenture dated October 24, 2018 between the Company and TSX Trust Company, as trustee, which has been amended pursuant to a first supplemental indenture dated April 24, 2020, a second supplemental indenture dated July 23, 2020, a third supplemental indenture dated September 23, 2020 and a fourth supplemental indenture dated April 22, 2021 (collectively, the “Indenture”), the Company has received a request to convert a principal amount of $250,000 (the "Principal") under the Indenture.

Pursuant to the terms of the Indenture, all accrued and unpaid interest ("Interest") on the converted Principal also becomes due and payable and the Company intends to settle $8,222.22 in Interest through the issuance of 91,358 common shares in the capital of the Company (the “Settlement Shares”) at a price of $0.09 per Settlement Share.

The outstanding Interest will be fully settled upon the issuance of the Settlement Shares. The holder of the convertible debenture voluntarily elected to satisfy the Interest with common shares of the Company which will allow the Company to preserve its cash for future operations.

For additional details regarding the Indenture, please refer to the Company’s news releases dated October 24, 2018, December 21, 2018, April 24, 2020, July 30, 2020, September 23, 2020, January 5, 2021 and April 22, 2021 along with the Company’s final short form prospectus dated December 19, 2018, each of which are available on the Company’s SEDAR profile at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the issuance of the Settlement Shares.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to issue the Settlement Shares. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will obtain all applicable regulatory approvals to issue the Settlement Shares.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Contact: Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Signs Definitive Agreement with Cannabis Manufacturer’s Guild Ltd.

May 13, 2021 06:30 AM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”), is pleased to announce that it has executed a Definitive Agreement (the “Agreement”) with Cannabis Manufacturer’s Guild Ltd. (“CMG”). The Agreement allows Sproutly to utilize brands developed by CMG and its affiliates and expand its innovative product portfolio (the “Acquired Products”) that will be produced and sold through Sproutly’s wholly-owned subsidiary, Toronto Herbal Remedies Inc. (“THR”).

Sproutly will leverage CMG’s expertise in branding, commercialization, and distribution of cannabis products for underserved categories in the Canadian market. The Agreement will allow Sproutly to sell the Acquired Products and also facilitate potential business-to-business sales of Sproutly’s proprietary whole plant extracts to CMG’s network of Guild members.

“This is yet another key milestone as we continue to execute on our business transformation plan that is now focused on marketing and sales of innovative cannabis products.” said Dr. Arup Sen, Chief Executive Officer and Director of Sproutly.

“We are very excited to be entering this collaborative agreement with the Sproutly team to bring a new wave of differentiated 1.0 and 2.0 cannabis products to the Canadian market.” said James Williams, President of CMG. “Together with Sproutly, CMG intends on releasing half a dozen new brands this year, some of which are already slated for release in select provinces, with each brand targeting consumer segments and addressing specific gaps in the Canadian market. With CMG’s extensive network of brands, technologies and processors, CMG and Sproutly will be working hand in hand with the entire cannabis industry to foster a new era of cannabis innovation, all with the consumer in mind.”

About Sproutly Canada, Inc. Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

About Cannabis Manufacturer’s Guild Ltd.
Cannabis Manufacturer’s Guild Ltd. is a privately held, full-service cannabis solutions consultancy that consists of a network of highly focused cannabis companies, service providers, and industry professionals whose combined expertise and relationships offer distinct advantages navigating Canada's cannabis eco-system. CMG works with over 200 cannabis companies offering white glove solutions including procurement & sales support, brand building, facility & licensing consultation, capital advisory, and business development. CMG works to protect the interests of its Guild members to ensure the prosperity of legal cannabis operations in Canada and around the world.

For more information on CMG, please visit: www.cannabismanufacturersguild.com.

Forward-Looking Statements
Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the Company's ability to launch products.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to launch or supply its CALIBER branded products in Canada; the Company's inability launch products with CMG; potential negative consumer, investor or public perception of the additional product lines; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its CALIBER branded products in Canada; that the Company’s products will be positively received by consumers in Canada; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Amends Maturity Date of Private Debt and Issues New Convertible Debenture

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

May 10, 2021 04:53 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announces that the Company and Infusion Biosciences Inc. (“Infusion”) have entered into agreements to extend the maturity dates of both the $1 million private loan issued by Infusion to the Company on January 28, 2020 (the “January Infusion Loan”) and the $855,000 private loan issued by Infusion to the Company on August 27, 2020 (the “August Infusion Loan”, collectively with the January Infusion Loan, the “Infusion Loans”) to April 24, 2022.

The January Infusion Loan is evidenced by a secured convertible debenture in the principal amount of $1,000,000 (the "January Debenture") which provides Infusion with the right to convert the principal and accrued interest on the January Infusion Loan into units of the Company (each, a “Unit”) at a conversion price of $0.07 per Unit. Each Unit is comprised of one common share of the Company and one common share purchase warrant of the Company, with each such warrant convertible into one common share of the Company at an exercise price equal to $0.08 per share for a period of two years from the date of issue.

In connection with the August Infusion Loan, Sproutly has also issued a secured convertible debenture in the principal amount of $855,000 (the "May Debenture"), which provides Infusion with the right to convert the principal and accrued interest on the August Infusion Loan into Units on the same terms as the January Debenture. The May Debenture and the securities issuable upon conversion of the May Debenture are subject to a minimum four-month hold period and restrictions on transfer under Canadian securities law.

Both of the Infusion Loans were originally due to mature on April 24, 2021, and have each been extended to a maturity date of April 24, 2022.

For additional details regarding the Infusion Loans, please refer to the Company’s news releases dated January 28, 2020, August 27, 2020, and October 23, 2020, each of which are available on the Company’s SEDAR profile at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces Submission of NNCP Notification with Health Canada for Sale of Cannabis-Infused Beverages

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

May 07, 2021 06:00 AM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce it has completed the formulation of its initial beverage products and filed with Health Canada its NNCP notification related to cannabis-infused beverages utilizing cannabis extracts produced by the APP Technology. Sproutly’s beverages deliver a predictable and rapid onset and offset of true to strain cannabis experiences that are not achieved by distillates and terpenes. The Company’s beverages are their second 2.0 product to be submitted, with the intended launch set for the third quarter of calendar 2021.

“With the completion of our initial beverage formulations, we are making steady progress towards 2.0 products that utilize our APP technology. Our beverages will deliver a predictably fast onset and offset of natural experiences of Sativa, Indica, and Hybrid strains.” commented Dr. Sen, CEO & Director of Sproutly. “Our all-natural water-soluble cannabis extract is well suited for beverages, providing a great taste profile while avoiding artificial chemicals typically used to incorporate oil into water.” he added.

The beverages are being launched under Sproutly’s Caliber brand starting with the Company’s Lemon Z and Berry White strains to deliver a Sativa and an Indica experience, respectively. Each product will be available in both a single 2 ounce (60mL) bottle with whole plant extract that contains 5mg THC, and a single 8 ounce (237mL) bottle containing 10mg THC, the maximum allowed under Canada's Cannabis Act. The products will be sold under its Health Canada licensed subsidiary, Toronto Herbal Remedies Inc. (“THR”) and leverage THR’s current provincial supply agreements within Canada.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the Company's ability to launch and supply its products in Canada; and the Company's development and launch of its Cannabis 2.0 products.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company's inability to develop and launch its Cannabis 2.0 products; potential negative consumer, investor or public perception of the Company’s Cannabis 2.0 products in Canada; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its Cannabis 2.0 products in Canada; that the Company’s Cannabis 2.0 products will be positively received by consumers in Canada; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Amends Maturity Date of Convertible Debentures

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

April 22, 2021 05:28 PM Eastern Daylight Time

VANCOUVER--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announces that the Company has entered into a fourth supplemental indenture dated April 22, 2021 (the “Fourth Supplemental Indenture”) between the Company and TSX Trust Company, as trustee, which amends the terms of its convertible debenture indenture dated October 24, 2018 (the “Original Indenture”), as amended by the first supplemental indenture dated April 24, 2020 (the “First Supplemental Indenture”) and as further amended by the second supplemental indenture dated July 23, 2020 (the “Second Supplemental Indenture”) and as further amended by the third supplemental indenture dated September 23, 2020(the “Third Supplemental Indenture”, and together with the Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”) providing for the issuance of 8.0% senior unsecured convertible debentures in the aggregate principal amount of $10,750,000 (the “Debentures”).

Pursuant to the Fourth Supplemental Indenture, the Indenture was modified to extend the expiry date by one year, subject to the prior written approval of Debenture holders holding more than 20% of the outstanding Debentures.

As of the date hereof, Debentures in the principal amount of $2,000,000 are currently outstanding and due to mature on April 24, 2021. The Debentures were originally convertible by the holders thereof into common shares of the Company at a price of $0.75 per common share. Pursuant to the First Supplement Indenture, the Company and the Debenture holders approved an amendment to the conversion price to $0.105 per share. Pursuant to the Second Supplemental Indenture, the Indenture was amended to provide for certain payments of principal and interest under the Indenture to be settled by the Company in cash or common shares of the Company. Pursuant to the Third Supplemental Indenture, the Indenture was amended to move the conversion price to $0.06 per share and extend the maturity date by six months to April 24, 2021.

In connection with the execution of the Fourth Supplemental Indenture, the Company has extended the maturity date from April 24, 2021 to April 24, 2022.

For additional details regarding the Debentures, please refer to the Company’s news releases dated October 24, 2018, December 21, 2018, April 24, 2020, July 30, 2020, and September 23, 2020 along with the Company’s final short form prospectus dated December 19, 2018, each of which are available on the Company’s SEDAR profile at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release include without limitation, statements regarding the Fourth Supplemental Indenture and the amendments to the Indenture.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to obtain the necessary approvals for the Fourth Supplemental Indenture and the amendments to the Indenture. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will obtain all necessary approvals to approve the Fourth Supplemental Indenture and the amendments to the Indenture.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Signs Definitive Agreement With CannaHive Inc.

April 20, 2021 04:00 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE:SPR) (OTCQB:SRUTF) (FSE:38G) (“Sproutly" or the “Company”), is pleased to announce it has executed the definitive agreement (the “Agreement”) with CannaHive Inc. (“CannaHive”), consistent with the revised letter of intent that was announced in February of this year. This agreement finalizes the commercial arrangement with CannaHive to produce Cannabis 2.0 products at the Company’s subsidiary, Toronto Herbal Remedies’ (“THR”), licensed facility.

The Agreement allows Sproutly to utilize CannaHive’s proprietary manufacturing and packaging equipment and intellectual property to manufacture cannabis infused confectionaries, such as gummies and candies, along with their unique cannabis dissolvable powder, at the THR facility.

“This is an important step in the execution of our business transformation plan into Cannabis 2.0 products,” said Dr. Arup Sen, Chief Executive Officer and Director of Sproutly. “We are happy to have finalized the agreement with CannaHive. Our priority now is to complete the integration and move to production of high quality and clearly differentiated edible products at significant volumes for the Canadian market.”

“This agreement marks a major milestone for us,” said Jon Seguin, co-CEO and Director of CannaHive. “Together with Sproutly, we will bring pharma-grade premium quality edible products to the Canadian consumer at a competitive price,” added Seguin.

About Sproutly Canada, Inc.
Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca

About CannaHive Inc.
CannaHive is a privately owned manufacturing management service provider. They transfer technology and know-how from the pharmaceutical industry to the cannabis space through projects tailored to existing licensed facilities' characteristics. CannaHive sets up white label and private label programs to manufacture and package cannabis 2.0 products, which turn licensed producers looking to reduce their expenditures and raise their profitability into innovative players in the industry.

For more information on CannaHive Inc., please visit: www.cannahive.ca

Forward-Looking Statements
Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the Company's ability to launch additional products.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to launch or supply its products in Canada; the Company's inability to launch additional products with CannaHive; potential negative consumer, investor or public perception of the additional product lines; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its products in Canada; that the Company’s products will be positively received by consumers in Canada; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
investors@sproutly.ca

Thierry Gervais, Chief Operating Officer and Director of CannaHive, Inc.
info@cannahive.ca

Sproutly Completes Financing

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

April 15, 2021 10:39 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce that, further to its news release dated March 15, 2021, it has closed the second and final tranche of its financing. Under the final tranche of the private placement, the Company issued 15,916,037 units of the Company (the “Units”) at a price of $0.05 per Unit for gross proceeds of approximately $795,802, with each Unit consisting of one common share and one non-transferable common share purchase warrant. Each warrant entitles the holder to acquire an additional common share at an exercise price of $0.07 for a period of two years from the date of issue.

All securities issued in connection with the private placement are subject to a four month and a day transfer restriction from the date of issuance. The placement was completed for the purposes of supporting the Company’s general working capital. The private placement is subject to the approval of the Canadian Securities Exchange.

In connection with the private placement, in consideration for their services, the Company paid finder's fees in the amount of $22,500 through the issuance of 450,000 Units on the same terms as described above.

Under the private placement, Dr. Arup Sen, Chief Executive Officer and Director of the Company, purchased 3,000,000 Units through a company controlled by Dr. Sen. His participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities to be distributed in the private placement nor the consideration to be received for those securities, in so far as the private placement involves the insider, exceeds $2,500,000. The Company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the private placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company's inability to meet management's plans and expectations and the Company's inability to use the proceeds of the private placement as intended, changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including, among other things, the Company will be able to use of the proceeds from the private placement as expected and the Company will meet management's plans and expectations. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Completes First Tranche of Financing

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

March 15, 2021 05:03 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce it has closed the first tranche of a financing of up to $2 million. Under the first tranche of the private placement, the Company issued 11,050,000 units of the Company (the “Units”) at a price of $0.05 per Unit for gross proceeds of $552,500, with each Unit consisting of one common share and one non-transferable common share purchase warrant. Each warrant entitles the holder to acquire an additional common share at an exercise price of $0.07 for a period of two years from the date of issue.

All securities issued in connection with the private placement are subject to a four month and a day transfer restriction from the date of issuance. The placement was completed for the purposes of supporting the Company’s general working capital. The private placement is subject to the approval of the Canadian Securities Exchange.

Under the first tranche of the private placement, in consideration for their services, the Company paid finder's fees in the amount of $24,862.50 through the issuance of 497,250 Units on the same terms as described above.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company's inability to meet management's plans and expectations and the Company's inability to use the proceeds of the first tranche of the private placement as intended, changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including, among other things, the Company will be able to use of the proceeds from the first tranche of the private placement as expected andthe Company will meet management's plans and expectations. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces Submission of NNCP Notification with Health Canada for Sale of Cannabis-Infused Gummies

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

February 17, 2021 06:00 AM Eastern Standard Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce it has completed the formulation of its initial edible product and filed with Health Canada its NNCP notification related to cannabis-infused gummies utilizing cannabis extracts produced by APP Technology. Sproutly’s gummies deliver a predictable and rapid onset of strain-specific cannabis experiences. The Company has chosen gummies as its first 2.0 product category, with the intended launch set for the second quarter of calendar 2021.

“We are pleased to be in a position to offer Canadian consumers cannabis-infused edible products that deliver, with a predictably fast onset, the total experience of unique Sativa, Indica, and Hybrid strains that have become available from advances in cannabis genetics.” commented Dr. Sen, CEO & Director of Sproutly. “The launch of gummies represents the start of commercialization of the APP Technology in innovative products in the Canadian market which will be distributed through our established relationships with a number of provincial buyers in Canada” he added.

The gummies are being launched under Sproutly’s Caliber Quick Shot brand starting with the Company’s Lemon Z and Berry White strains (each with a distinct flavor) to deliver a Sativa and an Indica experience, respectively, as an alternative to smoking. Each product will be available in a single pouch with two gummies, each with whole plant extract that contains 5mg THC for a total of 10mg THC per package, the maximum allowed under Canada's Cannabis Act. The products will be sold under its subsidiary, Toronto Herbal Remedies Inc’s (“THR’s”), license and leverage THR’s current provincial supply agreements within Canada.

In addition to the initial formulations of cannabis gummies to be launched in Canada, due to its unique licensing agreement with Infusion Bioscience Inc. (“Infusion”), Sproutly will reap the benefits of advances made by Infusion’s scientists on additional products including cannabis-infused beverage shots with fast onset and offset of cannabis strain experience and topical formulations that deliver benefits of CBD and other plant ingredients in hemp.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the Company's ability to launch and supply its products in Canada; and the Company's development and launch of its Cannabis 2.0 products.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company's inability to develop and launch its Cannabis 2.0 products; potential negative consumer, investor or public perception of the Company’s Cannabis 2.0 products in Canada; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its Cannabis 2.0 products in Canada; that the Company’s Cannabis 2.0 products will be positively received by consumers in Canada; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Contact: Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Expands LOI with CannaHive Inc.

February 11, 2021 06:00 AM Eastern Standard Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”), has executed a revised and expanded Letter of Intent (the “LOI”) to enter into a commercial relationship with CannaHive Inc. (“CannaHive”). This agreement supercedes the LOI with CannaHive announced on January 5, 2021.

The original agreement was focused solely on utilizing CannaHive’s manufacturing and packaging equipment and intellectual property to produce cannabis dissolvable powder at the Company’s subsidiary, Toronto Herbal Remedies’ (“THR”), licensed facility. The agreement has now been expanded to include CannaHive’s proprietary equipment and methods to manufacture cannabis infused confectionaries, such as gummies and candies, at the THR facility.

“As we progressed through our negotiations on the initial agreement with CannaHive, it became evident to both parties that there was a greater opportunity to leverage the THR facility for the benefit of all.” said Dr. Arup Sen, Chief Executive Officer and Director of Sproutly. “CannaHive’s desire to place their proprietary infused confectionary equipment in our facility allows us to further the conversion of THR to a 2.0 facility and expand our capability to produce quality infused products at significant volumes for the Canadian market.”

“Sproutly’s unique IP is not only original, but it’s also very effective and we believe it can deliver an exceptional customer experience. We see real value in it.“ said Jon Séguin, co-CEO and Director of CannaHive. “We’re looking forward to integrating Sproutly's technology into ours as part of this partnership. Their technology definitely contributed to our decision to bring our confectionary equipment into their facility. It fits our go-to-market strategy perfectly.” added Séguin.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

About CannaHive Inc.

CannaHive is a privately owned manufacturing management service provider. They transfer technology and know-how from the pharmaceutical industry to the cannabis space through projects tailored to existing licensed facilities' characteristics. CannaHive sets up white label and private label programs to manufacture and package cannabis 2.0 products, which turn licensed producers looking to reduce their expenditures and raise their profitability into innovative players in the industry.

For more information on CannaHive Inc., please visit: www.cannahive.ca

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the Company's ability to complete a definitive agreement with CannaHive and launch additional products.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to launch or supply its products in Canada; the Company's inability to complete a definitive agreement with CannaHive and launch additional products; potential negative consumer, investor or public perception of the additional product lines; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its products in Canada; that the Company’s products will be positively received by consumers in Canada; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Sproutly Canada, Inc.
Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

CannaHive Inc.
Thierry Gervais, Chief Operating Officer and Director of CannaHive, Inc.
Email: info@cannahive.ca

Sproutly Announces Financial Results for the Third Quarter Of 2021

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

January 29, 2021 04:00 PM Eastern Standard Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FRA: 38G) (“Sproutly" or the “Company”) today announced the Company’s financial results for the third quarter ended November 30, 2020.

"This was a significant quarter for us in that we received our Cannabis 2.0 sales license which then subsequently allowed us to sign two LOI’s as we further transition into a 2.0 product focused company,” said Dr. Arup Sen, Chief Executive Officer of Sproutly. “With the 2.0 license and these partnerships, we are ideally positioned to leverage our THR facility to produce differentiated cannabis and hemp products that use the natural water soluble and oil ingredients with our APP technology in Canada.”

Highlights for the Third Quarter Ended November 30, 2020

• The Company’s wholly-owned subsidiary, Toronto Herbal Remedies Inc., (“THR”), a licensed producer and processor under the Cannabis Act, received its cannabis extract sales license from Health Canada. THR is authorized to manufacture and sell Cannabis 2.0 products directly to provincial distributors and other authorized Canadian retail supply channels. THR’s ability to sell Cannabis 2.0 products allows it to utilize its licensed APP technology and offer the Company’s strain specific cannabis extracts, edible and beverage products in Canada through its existing provincial sales relationships.
• THR entered into a cannabis supply agreement with the province of Ontario through the OCS. Ontario will be the 6th province in Canada to carry the Company’s CALIBER branded products, following Saskatchewan, Manitoba, and British Columbia earlier this year as well as Alberta and New Brunswick in 2019.
• The Company amended the maturity date of its previously issued convertible debentures from October 24, 2020 to April 24, 2021 and reduced the conversion price from $0.105 to $0.06 per share.
• The Company and Infusion Biosciences Inc. (“Infusion”) extended the maturity dates of both the $1 million private loan issued by Infusion to the Company on January 28, 2020, and the $855,000 private loan issued by Infusion to the Company on August 27, 2020, by six months to April 24, 2021.
• The Company settled an aggregate of $182,340 of payroll indebtedness owed to certain current and former employees for past services rendered through the issuance of 2,604,867 common shares at a deemed issuance price of $0.07 per share.
• The Company settled an aggregate of approximately $69,300 of indebtedness owed to one arms-length creditor for past services rendered through the issuance of 1,386,000 common shares at a deemed issuance price of $0.05 per share.

Subsequent Events

• The Company executed a Letter of Intent to enter into a commercial relationship with Cannabis Manufacturer’s Guild Ltd. (“CMG”). The agreement will allow Sproutly to expand and diversify its flower and Cannabis 2.0 product offerings utilizing brands developed by CMG and its affiliates (the “Acquired Products”), through THR. The agreement allows Sproutly to sell the Acquired Products and facilitate potential business-to-business sales of Sproutly’s proprietary whole plant extracts to CMG’s network of Guild members.
• The Company executed a Letter of Intent to enter into a commercial relationship with CannaHive Inc. The agreement will allow the Company to further expand its Cannabis 2.0 product offerings at THR. Sproutly will leverage CannaHive’s proprietary manufacturing and packaging equipment and intellectual property to produce cannabis dissolvable powder at THR’s licensed facility. These relationships will provide synergies for the branding, commercialization, and distribution of a portfolio of cannabis products through THR’s existing agreements with multiple provinces in Canada.

Consolidated Financial Statements and Management's Discussion and Analysis

The Company’s unaudited consolidated interim financial statements and accompanying notes at and for the period ended November 30, 2020, and the Company's Management's Discussion and Analysis for the period ended November 30, 2020 are available under the Company's profile on SEDAR at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver unique brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver the benefits of the APP technology with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Contact: Dr. Arup Sen, Chief Executive Officer of Sproutly Canada
Email: investorrelations@sproutly.ca

Sproutly Enters into LOI with CannaHive Inc.

January 11, 2021 06:30 AM Eastern Standard Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”), has executed a Letter of Intent (the “LOI”) to enter into a commercial relationship with CannaHive Inc. (“CannaHive”). The agreement will allow Sproutly to further expand its Cannabis 2.0 product offerings produced by the Company’s wholly-owned subsidiary, Toronto Herbal Remedies Inc.

Sproutly will leverage CannaHive’s proprietary manufacturing and packaging equipment and intellectual property to produce cannabis dissolvable powder at THR’s licensed facility. This agreement follows closely on the heels of the LOI with Cannabis Manufacturer’s Guild Ltd. (“CMG”). These relationships will provide synergies for the branding, commercialization, and distribution of a portfolio of cannabis products through THR’s existing agreements with multiple provinces in Canada.

“As we focus on the Cannabis 2.0 market in Canada, partnering with CannaHive and CMG will allow us to better utilize our THR operations to produce, package, and sell a larger portfolio of products.” said Dr. Arup Sen, Chief Executive Officer and Director of Sproutly. “CannaHive’s proprietary position in manufacturing certain products with established consumer appeal will allow us to leverage our licensed facility to realize additional revenue opportunities that benefit both CannaHive and Sproutly.”

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

About CannaHive Inc.

CannaHive is a privately owned manufacturing management service provider. They transfer technology and know-how from the pharmaceutical industry to the cannabis space through projects tailored to existing licensed facilities' characteristics. CannaHive sets up white label and private label programs to manufacture and package cannabis 2.0 products, which turn licensed producers looking to reduce their expenditures and raise their profitability into innovative players in the industry.

For more information on CannaHive Inc., please visit: www.cannahive.ca

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the Company's ability to complete a definitive agreement with CannaHive and launch additional products.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to launch or supply its products in Canada; the Company's inability to complete a definitive agreement with CannaHive and launch additional products; potential negative consumer, investor or public perception of the additional product lines; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its products in Canada; that the Company’s products will be positively received by consumers in Canada; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Thierry Gervais, Chief Operating Officer and Director of CannaHive, Inc.
Email: info@cannahive.ca

Sproutly Issues Shares in Lieu of Interest

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

January 05, 2021 09:39 PM Eastern Standard Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announces that the Company, pursuant to a convertible debenture indenture dated October 24, 2018 between the Company and TSX Trust Company, as trustee, which has been amended pursuant to a first supplemental indenture dated April 24, 2020, a second supplemental indenture dated July 23, 2020 and a third supplemental indenture dated September 23, 2020 (collectively, the “Indenture”), intends to settle $124,000 in accrued and unpaid interest (the “Interest”) under the Indenture. In settlement of the Interest, the Company intends to issue 2,480,000 common shares in the capital of the Company (the “Settlement Shares”) at a price of $0.05 per Settlement Share.

The outstanding Interest will be fully settled upon the issuance of the Settlement Shares. The Debenture holders voluntarily elected to satisfy the Interest with common shares of the Company which will allow the Company to preserve its cash for future operations.

For additional details regarding the Debentures, please refer to the Company’s news releases dated October 24, 2018, December 21, 2018, April 24, 2020, July 30, 2020 and September 23, 2020 along with the Company’s final short form prospectus dated December 19, 2018, each of which are available on the Company’s SEDAR profile at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the issuance of the Settlement Shares.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to issued the Settlement Shares. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will obtain all applicable regulatory approvals to issue the Settlement Shares.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
investors@sproutly.ca

Sproutly Enters Into LOI With Cannabis Manufacturer’s Guild Ltd.

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”), has executed a Letter of Intent (the “LOI”) to enter into a commercial relationship with Cannabis Manufacturer’s Guild Ltd. (“CMG”). The agreement will allow Sproutly to expand and diversify its flower and Cannabis 2.0 product offerings utilizing brands developed by CMG and its affiliates (the “Acquired Products”), through the Company’s wholly-owned subsidiary, Toronto Herbal Remedies Inc. (“THR”).

Sproutly will leverage CMG’s expertise in branding, commercialization, and distribution of cannabis products for underserved categories in the Canadian market. The agreement allows Sproutly to sell the Acquired Products and facilitate potential business-to-business sales of Sproutly’s proprietary whole plant extracts to CMG’s network of Guild members.

“As we implement our business transformation plan to focus on products, we are exploring opportunities to increase revenue from an expanded product portfolio by leveraging our 2.0 product sales license and established relationships with multiple provinces throughout Canada,” said Dr. Arup Sen, Chief Executive Officer and Director of Sproutly. “The addition of CMG’s brands improves the utilization of our THR infrastructure and provides a commercialization platform for unique products developed by other companies for the growing and diversifying Canadian cannabis market.”

“The evolution of the CMG brand portfolio has been in the works for almost a year as our team of leading experts conducted market research on new product formulations and consumer preferences,” said James Williams, President of CMG. “We’ve developed novel brands with differentiated products to give Canadians more choice and access to quality-tested, innovative cannabis products, formats, and packaging produced by CMG’s vetted manufacturing partners. We look forward to unveiling our cannabis portfolio early next year and having our first products available for purchase in select markets across Canada by the end of Q1 2021.”

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our natural water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce a diverse portfolio of differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

About Cannabis Manufacturer’s Guild Ltd.

Cannabis Manufacturer’s Guild Ltd. is a privately held, full-service cannabis solutions consultancy that consists of a network of highly focused cannabis companies, service providers, and industry professionals whose combined expertise and relationships offer distinct advantages navigating Canada's cannabis eco-system. CMG works with over 150 cannabis companies offering white glove solutions including procurement & sales support, brand building, facility & licensing consultation, capital advisory, and business development. CMG works to protect the interests of its Guild members to ensure the prosperity of legal cannabis operations in Canada and around the world.

For more information on CMG, please visit: www.cannabismanufacturersguild.com.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the Company's ability to complete a definitive agreement with CMG and launch additional products.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to launch or supply its CALIBER branded products in British Columbia; the Company's inability to complete a definitive agreement with CMG and launch additional products; potential negative consumer, investor or public perception of the additional product lines; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its CALIBER branded products in Canada; that the Company’s products will be positively received by consumers in Canada; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces its 6th Provincial Supply Agreement

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

November 09, 2020 04:49 PM Eastern Standard Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announced today the addition of a supply agreement with the Ontario Cannabis Store (“OCS”), the Company’s 6^th provincial supply agreement to date. This announcement comes on the heels of the Company’s October 15^th announcement regarding receipt of the sales license from Health Canada for Cannabis 2.0 products directly to provinces.

The Company’s wholly-owned subsidiary, Toronto Herbal Remedies (“THR”), has entered into a cannabis supply agreement with the province of Ontario (the “Supply Agreement”) through the OCS. Ontario will be the 6th province in Canada to carry the Company’s CALIBER branded products ("CALIBER"), following Saskatchewan, Manitoba, and British Columbia earlier this year as well as Alberta & New Brunswick in 2019.

“We look forward to making our CALIBER products available in Ontario, Canada’s largest market for cannabis products,” said Dr. Sen, CEO & Director of Sproutly. “Adding to our current sales of flowers across Canada, we are pleased to add one of Canada’s fastest growing provincial buying groups, the OCS, to our list of partners and offer our CALIBER brand of products from coast to coast.”

With the receipt of the license amendment that now permits the Company to sell Cannabis 2.0 products, the Company is in a position to offer its full line of products to the OCS. This includes Caliber Flower, Caliber Reserve Flower and upcoming Cannabis 2.0 products that will use the Company’s proprietary APP Technology to offer consumers products that aim to deliver unique experiences of different cannabis strains arising from advances in cannabis genetics.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the Company's ability to launch and supply its CALIBER branded products in British Columbia; and the Company's development and launch of its Cannabis 2.0 products.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to launch or supply its CALIBER branded products in British Columbia; the Company's inability to develop and launch its Cannabis 2.0 products; potential negative consumer, investor or public perception of the Company’s ‘CALIBER’ branded products in British Columbia; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its CALIBER branded products in British Columbia; that the Company’s ‘CALIBER’ branded products will be positively received by consumers in British Columbia; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces Financial Results for the Second Quarter Of 2021

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

October 30, 2020 04:00 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FRA: 38G) (“Sproutly" or the “Company”) today announced the Company’s financial results for the second quarter ended August 31, 2020.

"While we saw an increase in our flower revenue in this quarter as compared to Q1, the big news came subsequent to the end of the quarter when we received our Cannabis 2.0 sales license,” said Dr. Arup Sen, Chief Executive Officer of Sproutly. “This is the milestone we needed to achieve in order to sell differentiated cannabis and hemp products that use the natural water soluble and oil ingredients produced by our APP technology in Canada.”

Highlights for the Second Quarter Ended August 31, 2020

• THR entered into a cannabis supply agreement with the province of British Columbia through the British Columbia Liquor Distribution Branch as well as completing initial sales into the province. This is the 5^th province in Canada to carry the Company’s CALIBER branded indoor-grown dried flower products.
• The Company reorganized their Board of Directors. Michael Bellas, Gregg Orr and Justin Kates departed, with Craig Loverock and Paul Marcellino joining the Board. In addition, Con Constandis was named Chair of the Audit Committee with Dr. Arup Sen taking over as Board Chairman.
• The Company amended the interest clause on its previously issued convertible debentures such that the Company can now settle the interest owing through the issuance of common shares or cash, subject to the prior written approval of Debenture holders holding more than 20% of the outstanding Debentures.
• The Company secured a private loan of $855,000 from Infusion Biosciences Inc., a related party of the Company. The Loan carries an interest rate of 15% per annum accruing and compounding monthly, payable on maturity on or before October 24, 2020.
• The Company completed a non-brokered private placement of 1,500,000 units of the Company at a price of $0.07 per Equity Unit to raise gross proceeds of $105,000. Each Equity Unit consists of one Common Share and one Warrant, with each Warrant entitling the holder to acquire one Warrant Share at an exercise price equal to $0.08 for a period of two years from date of issuance.
• The Company completed a settlement of outstanding current debt of the Company in the amount of $180,000 with an arm’s length creditor. In settlement of the Debt, the Company has issued 1,800,000 Common Shares (the “Settlement Shares”) at a price of $0.10 per Settlement Share.

Subsequent Events

• The Company’s wholly-owned subsidiary, Toronto Herbal Remedies Inc., (“THR”), a licensed producer and processor under the Cannabis Act, has received its cannabis extract sales license from Health Canada (the “Sales License”). THR is now authorized to manufacture and sell Cannabis 2.0 products directly to provincial distributors and other authorized Canadian retail supply channels. THR’s ability to sell Cannabis 2.0 products allows it to utilize its licensed APP technology and offer the Company’s strain specific cannabis extracts, edible and beverage products in Canada through its existing provincial sales relationships.
• The Company amended maturity date of its previously issued convertible debentures from October 24, 2020 to April 24, 2021 and reduced the conversion price from $0.105 to $0.06 per share.
• The Company and Infusion Biosciences Inc. (“Infusion”) extended the maturity dates of both the $1 million private loan issued by Infusion to the Company on January 28, 2020 and the $855,000 private loan issued by Infusion to the Company on August 27, 2020 by six months to April 24, 2021.
• The Company settled an aggregate of $182,340 of payroll indebtedness owed to certain current and former employees for past services rendered through the issuance of 2,604,867 common shares at a deemed issuance price of $0.07 per share.
• The Company settled an aggregate of approximately $69,300 of indebtedness owed to one arms-length creditor for past services rendered through the issuance of 1,386,000 common shares at a deemed issuance price of $0.05 per share.

Consolidated Financial Statements and Management's Discussion and Analysis

The Company’s unaudited consolidated interim financial statements and accompanying notes at and for the period ended August 31, 2020, and the Company's Management's Discussion and Analysis for the period ended August 31, 2020 are available under the Company's profile on SEDAR at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver unique brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer companies to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver the benefits of the APP technology with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer of Sproutly Canada, Inc.
Email: investorrelations@sproutly.ca

Sproutly Amends Maturity Date of Private Debt

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

October 22, 2020 04:00 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announced today that the Company and Infusion Biosciences Inc. (“Infusion”) have entered into agreements to extend the maturity dates of both the $1 million private loan issued by Infusion to the Company on January 28, 2020 (the “January Infusion Loan”) and the $855,000 private loan issued by Infusion to the Company on August 27, 2020 (collectively with the January Infusion Loan, the “Infusion Loans”) by six months.

The January Infusion Loan is evidenced by a secured convertible debenture which provides Infusion with the right to convert the principal and accrued interest on the January Infusion Loan into units of the Company at a conversion price of $0.07 per unit. Each such unit is comprised of one common share of the Company and one common share purchase warrant of the Company, with each such warrant convertible into one common share of the Company at an exercise price equal to $0.08 per share for a period of two years from the date of issue.

The Infusion Loans and the secured convertible debenture evidencing the January Infusion Loan were originally due to mature on October 24, 2020 and have each been extended to a maturity date of April 24, 2021.

For additional details regarding the Infusion Loans, please refer to the Company’s news releases dated January 28, 2020 and August 27, 2020, each of which are available on the Company’s SEDAR profile at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Receives Amendment of its License from Health Canada Permitting Sales of Cannabis 2.0 Products Directly to Provinces & Territories

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

October 15, 2020 04:00 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announced today that the Company’s wholly-owned subsidiary, Toronto Herbal Remedies Inc., (“THR”), a licensed producer and processor under the Cannabis Act, has received an amended extract sales license from Health Canada (the “Sales License”). Under its Sales License, THR is now authorized to manufacture and sell Cannabis 2.0 products directly to provincial distributors and other authorized Canadian retail supply channels. THR’s ability to sell Cannabis 2.0 products allows it to utilize its licensed APP technology and offer the Company’s strain specific cannabis extracts, edible and beverage products in Canada through its existing provincial sales relationships.

“Receipt of our Sales License is one of the Company’s most significant milestones to date as it now provides us with the ability to sell Cannabis 2.0 products incorporating our APP technology in Canada,” said Dr. Sen, CEO & Director of Sproutly. “The APP technology has been advanced by Infusion Biosciences in the United States with industrial hemp; the work completed there will be leveraged in Sproutly’s CALIBER branded products, as well as through partners and 3^rd party brands. We expect Canadian customers will be pleased with our edible and beverage products that can reliably and consistently deliver the total experience of advanced cannabis genetics.”

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the Company's ability to launch and supply its CALIBER branded products in Canada; and the Company's development and launch of its Cannabis 2.0 products.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to launch or supply its CALIBER branded products in Canada; the Company's inability to develop and launch its Cannabis 2.0 products; potential negative consumer, investor or public perception of the Company’s ‘CALIBER’ branded products in Canada; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its CALIBER branded products in Canada; that the Company’s ‘CALIBER’ branded products will be positively received by consumers in Canada; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Contact: Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.

Email: investors@sproutly.ca

Sproutly Announces Financial Results for the First Quarter Of 2021

Not for Dissemination in the US or Through US Newswire Services

September 28, 2020 10:51 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) today announced the Company’s financial results for the first quarter ended May 31, 2020.“We have continued to make progress with our Business Transformation Plan through the first quarter of this year despite the ongoing impact of the COVID-19 pandemic.

"We have continued to make progress with our Business Transformation Plan through the first quarter of this year despite the ongoing impact of the COVID-19 pandemic.” said Dr. Arup Sen, Chief Executive Officer of Sproutly. “We are now able to leverage the success of Infusion BioSciences Inc. who has launched beverages using hemp Infuz₂O in the US market with Kalo sparkling beverage and RI JUICE fresh fruit juices, to focus on using cannabis Infuz₂O and BioNatural oils in unique Cannabis 2.0 products in Canada followed by other international markets.”

Highlights for the First Quarter Ended May 31, 2020

• THR entered into cannabis supply agreements with the provinces of Manitoba and Saskatchewan, through the Manitoba Liquor and Lotteries Corporation and the Saskatchewan Liquor and Gaming Authority, respectively. These are the 3^rd and 4^th provinces in Canada to carry the Company’s CALIBER branded indoor-grown dried flower products.
• The Company amended the conversion price of its previously issued convertible debentures from a price of $0.75 per common share to $0.105 per share.
• The Company commenced a Business Transformation Plan. The key aspects are:
  • Appointing Dr. Arup Sen as CEO, replacing Keith Dolo
  • Implementing a reduction in its staffing by 75% and cutback in cultivation output
  • Infusion Biosciences has provided a letter of intent to invest up to an additional a$855,000. The investment will be made by way of issuance of convertible debentures (the “Convertible Debentures”). The Convertible Debentures will bear an accrued interest rate of 15% and be exchangeable into units at a price of $0.07 per unit (the “Units”). The Units consist of one common share and one common share purchase warrant, with each warrant allowing the holder to purchase one common share at a price of $0.08.

Subsequent Events

• The Company reorganized their Board of Directors. Michael Bellas, Gregg Orr and Justin Kates departed, with Craig Loverock and Paul Marcellino joining the Board. In addition, Con Constandis was named Chair of the Audit Committee with Dr. Arup Sen taking over as Board Chairman.
• THR entered into a cannabis supply agreement with the province of British Columbia through the British Columbia Liquor Distribution Branch as well as completing initial sales into the province. This is the 5^th province in Canada to carry the Company’s CALIBER branded indoor-grown dried flower products.
• The Company amended the interest clause on its previously issued convertible debentures such that the Company can now settle the interest owing through the issuance of common shares or cash, subject to the prior written approval of Debenture holders holding more than 20% of the outstanding Debentures.
• The Company secured a private loan of $855,000 from Infusion Biosciences Inc., a related party of the Company. The Loan carries an interest rate of 15% per annum accruing and compounding monthly, payable on maturity on or before October 24, 2020 (the “Maturity Date”).
• The Company completed a non-brokered private placement of 1,500,000 units of the Company at a price of $0.07 per Equity Unit to raise gross proceeds of $105,000. Each Equity Unit consists of one Common Share and one Warrant, with each Warrant entitling the holder to acquire one Warrant Share at an exercise price equal to $0.08 for a period of two years from date of issuance.
• The Company completed a settlement of outstanding current debt of the Company in the amount of $180,000 with an arm’s length creditor. In settlement of the Debt, the Company has issued 1,800,000 Common Shares (the “Settlement Shares”) at a price of $0.10 per Settlement Share.
• The Company settled an aggregate of $182,340 of payroll indebtedness owed to certain current and former employees for past services rendered through the issuance of 2,604,867 common shares at a deemed issuance price of $0.07 per share.
• The Company amended maturity date of its previously issued convertible debentures from October 24, 2020 to April 24, 2021 and reduced the conversion price from $0.105 to $0.06 per share.

Consolidated Financial Statements and Management's Discussion and Analysis

The Company’s unaudited consolidated interim financial statements and accompanying notes at and for the period ended May 31, 2020, and the Company's Management's Discussion and Analysis for the period ended May 31, 2020 are available under the Company's profile on SEDAR at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver unique brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer companies to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver the benefits of the APP technology with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer of Sproutly Canada
Email: investorrelations@sproutly.ca

Sproutly Amends Maturity Date and Conversion Price of Convertible Debentures

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

September 23, 2020 05:08 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announces that the Company has entered into a third supplemental indenture dated September 23, 2020 (the “Third Supplemental Indenture”) between the Company and TSX Trust Company, as trustee, which amends the terms of its convertible debenture indenture dated October 24, 2018 (the “Original Indenture”), as amended by the first supplemental indenture dated April 24, 2020 (the “First Supplemental Indenture”) and as further amended by the second supplemental indenture dated July 23, 2020 (the “Second Supplemental Indenture”, and together with the Original Indenture and the Third Supplemental Indenture, the “Indenture”) providing for the issue of 8.0% senior unsecured convertible debentures in the aggregate principal amount of up to $10,750,000 (the “Debentures”).

Pursuant to the Third Supplemental Indenture, the Indenture was modified to extend the expiry date by six months and to reduce the conversion price, subject to the prior written approval of Debenture holders holding more than 20% of the outstanding Debentures.

As of the date hereof, Debentures in the principal amount of $5,239,000 are currently outstanding and due to mature on October 24, 2020. The Debentures were originally convertible by the holders thereof into common shares of the Company at a price of $0.75 per common share. Pursuant to the First Supplement Indenture, the Company and the Debenture holders approved an amendment to the conversion price to $0.105 per share. Pursuant to the Second Supplemental Indenture, the Indenture was amended to provide for certain payments of principal and interest under the Indenture to be settled by the Company in cash or common shares of the Company.

In connection with the execution of the Third Supplemental Indenture, the Company wishes to extend the maturity date from October 24, 2020 to April 24, 2021, and to reduce the conversion price from $0.105 to $0.06 per share.

For additional details regarding the Debentures, please refer to the Company’s news releases dated October 24, 2018, December 21, 2018, April 24, 2020, and July 30, 2020 along with the Company’s final short form prospectus dated December 19, 2018, each of which are available on the Company’s SEDAR profile at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release include without limitation, statements regarding the Third Supplemental Indenture and the amendments to the Indenture.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to obtain the necessary approvals for the Third Supplemental Indenture and the amendments to the Indenture. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will obtain all necessary approvals to approve the Third Supplemental Indenture and the amendments to the Indenture.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces Shares for Debt Transaction

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

September 10, 2020 07:05 PM Eastern Daylight Time

VANCOUVER--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announces that it intends to settle an aggregate of $182,340 of payroll indebtedness owed to certain current and former employees for past services rendered through the issuance of 2,604,867 common shares at a deemed issuance price of $0.07 per share. The Company determined to satisfy the indebtedness with common shares in order to preserve its cash for working capital. The shares will be issued upon acceptance by the CSE and approval by the directors of the Company. None of the common shares issued in satisfaction of the indebtedness will be subject to any resale restrictions.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the issuance of shares for debt.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, that there is a resurgence of COVID-19 and the Company is not able to complete its shares for debt transaction. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will be able to issue the shares for debt.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Craig Loverock, Chief Financial Officer of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces Filing of Application for Management Cease Trade Order

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

September 03, 2020 11:37 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) today that it will likely miss its filing deadline of September 14, 2020 to file its unaudited interim financial statements and accompanying management's discussion and analysis and related CEO and CFO certificates for the financial period ended May 31, 2020 (collectively, the “Interim Filings”), as required under applicable Canadian securities laws.

In connection with the Company's inability to file the Interim Filings on time, the Company has applied for a Management Cease Trade Order (“MCTO”) under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”) and is waiting for the British Columbia Securities Commission approval.

The Company is applying for a MCTO as a result of complexities caused by COVID-19 pandemic, which initially impacted the Company’s ability to complete its audited annual financial statements and has consequently caused a delay in completion of the Interim Filings.

The Company expects to file the Interim Filings as soon as they are available, but in any event no later than October 16, 2020 and will issue a news release once the Interim Filings have been filed. Until the Company files the Interim Filings, it will comply with the alternative information guidelines set out in NP 12-203. The guidelines, among other things, require the Company to issue bi-weekly default status reports, in the form of news releases, for so long as the Interim Filings have not been filed.

During the MCTO, the general investing public will continue to be able to trade in the Company's common shares listed on the Canadian Securities Exchange. However, the Company's Chief Executive Officer and Chief Financial Officer and such other directors, officers and persons as determined by the applicable regulatory authorities will not be able to trade in the Company's shares, nor will the Company be able to, directly or indirectly, issue securities to or acquire securities from an insider or employee of the Company except in accordance with legally binding obligations to do so existing as of September 14, 2020, being the date of the Company’s anticipated continuous disclosure default.

The Company is not currently subject to any insolvency proceedings. If the Company provides any information to any of its creditors during the period in which it is in default of filing the Annual Financial Statements, the Company confirms that it will also file material change reports on SEDAR containing such information.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, management expectations that it will miss the filing deadline for the Interim Filings. and the ability of the Company to file the Interim Filings within the time period described herein.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company being unable to file the Interim Filings in the proposed timeframe; recent market volatility; and the state of the financial markets for the Company’s securities.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will be able to file the Interim Filings in the proposed time frame.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Craig Loverock, Chief Financial Officer of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces Financial Results for the Fiscal Year 2020, Postponement of Executive Compensation Disclosure and Board Reorganization

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

August 31, 2020 02:59 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FRA: 38G) (“Sproutly" or the “Company”) today announced the Company’s financial results for the fiscal year ended February 29, 2020, as well as a postponement of executive compensation disclosure and a Board reorganization.

“Although we were making progress with sales of our CALIBER indoor-grown Berry White and Lemon Z strains being sold into five provinces, the COVID-19 pandemic had a significant impact on our operations,” said Dr. Arup Sen, Chief Executive Officer of Sproutly. “As a result, we implemented the Business Transformation Plan and shifted our primary focus to our APP technology while minimizing our cost structure. We are now focused on using our naturally water soluble Infuz2O and BioNatural oils in unique Cannabis 2.0 edible and beverage products.”

Highlights for the Fourth Quarter Ended February 29, 2020

• The Company’s licensed subsidiary, Toronto Herbal Remedies (“THR”), entered into a cannabis standing offer contract with the province of Alberta from Alberta Gaming, Liquor & Cannabis (“AGLC”), the province’s wholesaler and operator of Alberta’s only legal online recreational cannabis store, AlbertaCannabis.org.
• THR entered into a cannabis supply agreement in the province of New Brunswick through Cannabis NB (“CNB”) as of December 5th, 2019.
• The Company delivered its first shipment of CALIBER flower to both ALGC and CNB, marking its entrance into Canada’s recreational cannabis market.
• The Company secured a private loan of $1 million from Infusion Biosciences Inc., a related party of the Company.

Subsequent Events

• THR entered into cannabis supply agreements with the provinces of British Columbia, Manitoba and Saskatchewan, through the British Columbia Liquor Distribution Branch, the Manitoba Liquor and Lotteries Corporation and the Saskatchewan Liquor and Gaming Authority, respectively. These are the 3^rd, 4^th and 5^th provinces in Canada to carry the Company’s CALIBER branded indoor-grown dried flower products.
• The Company amended the conversion price of its previously issued convertible debentures from a price of $0.75 per common share to $0.105 per share.
• The Company commenced a Business Transformation Plan. The key aspects are:
  • Appointing Dr. Arup Sen as CEO, replacing Keith Dolo
  • Implementing a reduction in its staffing by 75% and cutback in cultivation output
  • Infusion Biosciences has provided a letter of intent to invest up to an additional $855,000. The investment will be made by way of issuance of convertible debentures (the “Convertible Debentures”). The Convertible Debentures will bear an accrued interest rate of 15% and be exchangeable into units at a price of $0.07 per unit (the “Units”). The Units consist of one common share and one common share purchase warrant, with each warrant allowing the holder to purchase one common share at a price of $0.08.
• The Company reorganized their Board of Directors. Michael Bellas, Gregg Orr and Justin Kates departed, with Craig Loverock and Paul Marcellino joining the Board.

Postponement of Executive Compensation Disclosure

The Company will be relying on the temporary blanket relief provided by the Canadian Securities Administrators, including under BC Instrument 51-516, to postpone filing of its executive compensation disclosure required under applicable securities laws until such time as the Company files its executive compensation disclosure. The Company expects to file the executive compensation disclosure prior to December 31, 2020.

Board Reorganization

The Company's Chairman, Mr. Con Constandis, has transitioned from the role of Board Chairman to the role of Audit Committee Chairman, following which, Dr. Arup Sen was appointed to the role of Chairman of the Board.

Consolidated Financial Statements and Management's Discussion and Analysis

The Company’s unaudited consolidated interim financial statements and accompanying notes at and for the year ended February 29, 2020, and the Company's Management's Discussion and Analysis for the year ended February 29, 2020 are available under the Company's profile on SEDAR at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer of Sproutly Canada
Email: investorrelations@sproutly.ca

Sproutly Secures Convertible Debt and Equity Financings and Shares for Debt Settlement

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

August 28, 2020 12:06 AM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce it has secured a private loan (the “Loan”) of $855,000 from Infusion Biosciences Inc. (the “Lender”), a related party of the Company (the “Debt Financing”). The Loan carries an interest rate of 15% per annum accruing and compounding monthly, payable on maturity on or before October 24, 2020 (the “Maturity Date”). The Company anticipates using the proceeds of the Debt Financing to support the Company’s general working capital.

The Loan is evidenced by a secured convertible debenture (the “Convertible Debenture”) that provides the Lender with the right to convert the principal and accrued interest of the Loan into units of the Company (the “Debt Units”) at a conversion price of $0.07per Debt Unit, subject to adjustment in accordance with the terms of the Convertible Debenture (the “Conversion Price”). Each Debt Unit will consist of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”), with each Warrant entitling the Lender to acquire one Common Share (a “Warrant Share”) at an exercise price equal to $0.08for a period of two years from date of issuance.

As a condition of the Loan, the Company agreed to amend terms included in the $1 million private loan (the “Original loan”) from the Lender, which was previously announced on January 28, 2020. The Original Loan carried an interest rate of 10% per annum accruing and compounding monthly, payable on the Maturity Date. The Original Loan is evidenced by a secured convertible debenture that provided the Lender with the right to convert the principal of the Original Loan into units (the “Original Units”) of the Company at a conversion price of $0.19 per Original Unit. As a result of the amendment, the interest rate has been amended to 15% effective as of the date of the amendment and the conversion price has been reduced to $0.07 per Original Unit. Each Original Unit consists of one Common Share and one Warrant, with each Warrant entitling the Lender to acquire one Common Share at an exercise price equal to $0.08 for a period of two years from date of issuance.

Private Placement

The Company is also pleased to announce that it has completed a non-brokered private placement of 1,500,000 units of the Company (the “Equity Units”), at a price of $0.07 per Equity Unit to raise gross proceeds of $105,000 (the “Private Placement”). Each Equity Unit consists of one Common Share and one Warrant, with each Warrant entitling the holder to acquire one Warrant Share at an exercise price equal to $0.08for a period of two years from date of issuance.

No finder’s fees were paid in connection with the Private Placement. The Company anticipates using the proceeds of the Private Placement to support the Company’s general working capital.

Debt Settlement

In addition, the Company has completed a settlement of outstanding current debt (the “Debt Settlement”) of the Company in the amount of $180,000 (the “Debt”), pursuant to the terms of a debt settlement agreement with an arm’s length creditor (the “Creditor”). In settlement of the Debt, the Company has issued 1,800,000 Common Shares (the “Settlement Shares”) at a price of $0.10 per Settlement Share.

The Debt was completely extinguished upon the issuance of the Settlement Shares. The Creditor voluntarily elected to satisfy the Debt with the Settlement Shares in lieu of cash payment, which will allow the Company to preserve its cash for future operations.

All securities issued in connection with the Debt Financing, Private Placement and Debt Settlement will be subject to a four-month and one day hold period from their date of issue under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, management’s intended use of proceeds of the Debt Financing and the Private Placement.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, recent market volatility; the state of the financial markets for the Company’s securities; and political, legal and regulatory uncertainty relating to cannabis products generally.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, management’s expectations relating to working capital budgets and that the Company will use the proceeds of the Debt Financing and Private Placement as stated.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Craig Loverock, Chief Financial Officer of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces Filing of Application for Management Cease Trade Order

Not for Dissemination in the US or Through US Newswire Services

August 04, 2020 09:00 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE:SPR) (OTCQB:SRUTF) (FSE:38G) (“Sproutly" or the “Company”) will likely miss its filing deadline of August 12, 2020 to file annual consolidated financial statements and accompanying management's discussion and analysis and related CEO and CFO certificates for the financial period ended February 29, 2020 (collectively, the “Annual Filings”), as required under applicable Canadian securities laws.

In connection with the Company's inability to file the Annual Filings on time, the Company has applied for a Management Cease Trade Order (“MCTO”) under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”) and is waiting for the British Columbia Securities Commission approval.

The Company is applying for a MCTO as a result of complexities caused by COVID-19 pandemic, which has impacted the Company’s ability to complete its audit.

The Company expects to file the Annual Filings as soon as they are available, but in any event no later than August 28, 2020 and will issue a news release once the Annual Filings have been filed. Until the Company files the Annual Filings, it will comply with the alternative information guidelines set out in NP 12-203. The guidelines, among other things, require the Company to issue bi-weekly default status reports, in the form of news releases, for so long as the Annual Filings have not been filed.

During the MCTO, the general investing public will continue to be able to trade in the Company's common shares listed on the Canadian Securities Exchange. However, the Company's Chief Executive Officer and Chief Financial Officer and such other directors, officers and persons as determined by the applicable regulatory authorities will not be able to trade in the Company's shares, nor will the Company be able to, directly or indirectly, issue securities to or acquire securities from an insider or employee of the Company except in accordance with legally binding obligations to do so existing as of August 12, 2020, being the date of the Company’s anticipated continuous disclosure default.

The Company is not currently subject to any insolvency proceedings. If the Company provides any information to any of its creditors during the period in which it is in default of filing the Annual Financial Statements, the Company confirms that it will also file material change reports on SEDAR containing such information.

First Quarter Fiscal 2021 Financial Results

The Company also provided an update on the status of the filing of its fiscal 2021 first quarter financial results and accompanying management’s discussion and analysis for the period ended May 30, 2020 (collectively, the "Q1 Disclosure Documents"), which were initially required to be filed by July 30, 2020 under NI 51-102.

As a result of the COVID-19 pandemic, the Company will be relying on the coordinated relief provided by the securities regulators which consists of a 45-day extension for certain periodic filings, as announced by the Canadian Securities Administrators (“CSA”) on May 20, 2020. The Company will rely on the exemption granted under BC Instrument 51-515 – Temporary Exemption from Certain Corporate Finance Requirements with respect to the Q1 Disclosure Documents.

At this time, the Company expects to file its Q1 Disclosure Documents by September 14, 2020.

There have been no material business developments since the filing of the Company’s third quarter financial statements and associated management’s discussion and analysis for the nine months ended November 30, 2019 that have not been otherwise disclosed by the Company by way of news release.

Additionally, the Company advises that management and other insiders of the Company are subject to a trading black-out policy as described, in principle, in section 9 of National Policy 11-207, Failure to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, management expectations that it will miss the filing deadline for the Annual Filings and the ability of the Company to file the Annual Filings and Q1 Disclosure Documents within the time period described herein.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company being unable to file the Annual Filings and Q1 Disclosure Documents in the proposed timeframe; recent market volatility; and the state of the financial markets for the Company’s securities.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will be able to file the Annual Filings and Q1 Disclosure Documents in the proposed time frame.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Craig Loverock, Chief Financial Officer of Sproutly Canada, Inc.
investors@sproutly.ca

Sproutly Amends Convertible Debenture Indenture and Issues Shares in Lieu of Interest

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

July 30, 2020 10:55 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announces that the Company has entered into a second supplemental indenture dated July 23, 2020 (the “Second Supplemental Indenture”) between the Company and TSX Trust Company, as trustee, which amends the terms of its convertible debenture indenture dated October 24, 2018 (the “Original Indenture”), as amended by the first supplemental indenture dated April 24, 2020 (the “First Supplemental Indenture”, and together with the Original Indenture, the “Indenture”) providing for the issue of 8.0% senior unsecured convertible debentures in the aggregate principal amount of up to $10,750,000 (the “Debentures”).

Pursuant to the Second Supplemental Indenture, the Indenture was modified to provide for certain payments of principal and interest under the Indenture to be settled by the Company in cash or common shares of the Company, subject to the prior written approval of Debenture holders holding more than 20% of the outstanding Debentures.

As of the date hereof, Debentures in the principal amount of $5,239,000 are currently outstanding and due to mature on October 24, 2020. The Debentures were originally convertible by the holders thereof into common shares of the Company at a price of $0.75 per common share. Pursuant to the First Supplement Indenture, the Company and the Debenture holders approved an amendment to the conversion price to $0.105 per share.

For additional details regarding the Debentures, please refer to the Company’s news releases dated October 24, 2018, December 21, 2018 and April 24, 2020, along with the Company’s final short form prospectus dated December 19, 2018, each of which are available on the Company’s SEDAR profile at www.sedar.com.

In connection with the execution of the Second Supplemental Indenture, the Company wishes to settle $295,411.34 (the “Interest”) in accrued and unpaid interest under the Indenture. In settlement of the Interest, the Company intends to issue 5,371,115 common shares in the capital of the Company (the “Settlement Shares”) at a price of $0.055 per Settlement Share.

The outstanding Interest will be fully settled upon the issuance of the Settlement Shares. The Debenture holders voluntarily elected to satisfy the Interest with common shares of the Company which will allow the Company to preserve its cash for future operations.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz2O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the issuance of the Settlement Shares.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to issued the Settlement Shares. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will obtain all applicable regulatory approvals to issue the Settlement Shares.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces its 5th Provincial Supply Agreement and Changes to Board of Directors

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

July 06, 2020 06:58 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announced today the addition of a supply agreement with British Columbia Liquor Distribution Branch, the Company’s 5^th provincial supply agreement to date, as well as changes to its Board of Directors.“On behalf of our board of directors, I want to thank Gregg for his valuable service and contributions and wish him well in future endeavors.

Supply Agreement

The Company’s wholly-owned subsidiary, Toronto Herbal Remedies (“THR”), has entered into a cannabis supply agreement with the province of British Columbia (the “Supply Agreement”) through the British Columbia Liquor Distribution Branch, and completed an initial sale into the province. British Columbia is the 5th province in Canada to carry Sproutly’s CALIBER branded indoor-grown dried flower products ("CALIBER"), following Saskatchewan and Manitoba earlier this year.

“We are pleased to announce the addition of British Columbia as our newest partner to carry our CALIBER branded products,” said Dr. Sen, CEO & Director of Sproutly. “Consistent with our plans, our small-batch dried flower is only the beginning of our CALIBER brand portfolio. We are looking to leverage innovative developments as we focus on commercialization of our proprietary APP Technology via the production and sale of specialized ingredients and Cannabis 2.0 products formulated with these ingredients.”

APP Technology is a proprietary technology that produces all natural whole-plant BioNatural Oils (BNO) and water soluble Infuz₂O.

Board of Directors

Gregg Orr resigned from the Board of Directors and was replaced by the appointment of Sproutly’s CFO, Craig Loverock, as a Director, effective June 30, 2020. In addition, the Company has appointed Paul Marcellino to the Board of Directors, effective July 6, 2020 subject to regulatory approval.

With a degree in chemistry and as prior CEO of an international nutraceutical company, Mr. Marcellino brings both the experience and vision to develop and implement business development and provide oversight. Mr. Marcellino has been intricately involved in the development and commercialization of the APP technology.

“On behalf of our board of directors, I want to thank Gregg for his valuable service and contributions and wish him well in future endeavors,” stated Dr. Arup Sen, CEO & Director of Sproutly. “We are happy to have Paul and Craig joining the Board, as this furthers the reorganization as another step in the execution of the Business Transformation plan.”

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the Company's ability to launch and supply its CALIBER branded products in British Columbia; and the Company's development and launch of its Cannabis 2.0 products.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to launch or supply its CALIBER branded products in British Columbia; the Company's inability to develop and launch its Cannabis 2.0 products; potential negative consumer, investor or public perception of the Company’s ‘CALIBER’ branded products in British Columbia; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its CALIBER branded products in British Columbia; that the Company’s ‘CALIBER’ branded products will be positively received by consumers in British Columbia; and that the Company will continue to develop and launch its Cannabis 2.0 products. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Provides Update on Timing of its Annual Reporting

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

June 29, 2020 06:30 AM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) today provided an update on the timing of the release and filing of its year end audited financial statements, management discussion and analysis and related documents for the year ended February 28, 2020. As a result of the COVID-19 pandemic, the Company will be relying on the coordinated relief provided by the securities regulators which consists of a 45-day extension for certain periodic filings, as announced by the Canadian Securities Administrators (“CSA”) on May 20, 2020.

The notice released by the CSA stated that securities regulators will be providing coordinated relief consisting of a 45-day extension for certain periodic filings required to be made on or prior to August 31, 2020 as a result of the COVID-19 pandemic. As such, the British Columbia Securities Commission (“BCSC”) has enacted BC Instrument 51-515, Temporary Exemption from Certain Corporate Finance Requirements (“BCI 51-515”).

The Company will be relying on the temporary exemption pursuant to BCI 51-515 in respect to the following provisions:

• the requirement to file audited financial statements for the year ended February 28, 2020 (the “Financial Statements”) within 120 days of the Company's financial year end as required by section 4.2(b) of National Instrument 51-102 Continuous Disclosure (“NI 51-102”);
• the requirement to file management discussion and analysis (the “MD&A”) for the period covered by the Financial Statements within 120 days of the Company's financial year end as required by section 5.1(2) of NI 51-102; and
• the requirement to file certifications of the Financial Statements (the “Certificates” and together with the Financial Statements, the “Annual Reporting”) pursuant to section 4.1 of National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings and section 4.2(b) filing deadline for annual financial statements NI 51-102.

At this time, the Company expects to file its Annual Reporting by August 13, 2020.

There have been no material business developments since the filing of the Company’s third quarter financial statements and associated management’s discussion and analysis for the nine months ended November 30, 2019 that have not been otherwise disclosed by the Company by way of news release.

Additionally, the Company advises that management and other insiders of the Company are subject to a trading black-out policy as described, in principle, in section 9 of National Policy 11-207, Failure to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the formation of the Joint Venture, the qualities of the Infused Beverages and the Company realizing anticipated benefits and synergies from the Joint Venture. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to successfully develop and produce the Infused Beverages, the Company’s inability to obtain any necessary regulatory approvals, failure to complete or realize anticipated benefits and synergies from the Joint Venture; potential negative consumer, investor or public perception of a party’s respective current brand or company; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will be successful in completing the development and production of the Infused Beverages, the Company will obtain all applicable regulatory approvals from global jurisdictions including Health Canada and the Company will be able to successfully satisfy all of the conditions in the Joint Venture Agreement. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Craig Loverock, Chief Financial Officer of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces Resignation of Board Members

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

June 25, 2020 12:40 AM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announced today that Justin Kates and Michael Bellas have resigned from the Board of Directors, effective June 22, 2020. Mr. Bellas will remain a trusted advisor to the CEO, Dr. Arup Sen. As part of the Company’s Business Transformation plan announced last month, the investment by Infusion Biosciences includes the appointment of a Board member, which will be announced upon the closing of the financing.“On behalf of our board of directors, I want to thank Justin and Michael for their valuable service and contributions and wish them well in future endeavors”Tweet this

“On behalf of our board of directors, I want to thank Justin and Michael for their valuable service and contributions and wish them well in future endeavors," stated Dr. Sen, CEO and Director of Sproutly.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the formation of the Joint Venture, the qualities of the Infused Beverages and the Company realizing anticipated benefits and synergies from the Joint Venture. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to successfully develop and produce the Infused Beverages, the Company’s inability to obtain any necessary regulatory approvals, failure to complete or realize anticipated benefits and synergies from the Joint Venture; potential negative consumer, investor or public perception of a party’s respective current brand or company; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will be successful in completing the development and production of the Infused Beverages, the Company will obtain all applicable regulatory approvals from global jurisdictions including Health Canada and the Company will be able to successfully satisfy all of the conditions in the Joint Venture Agreement. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Craig Loverock, Chief Financial Officer of Sproutly Canada, Inc.
Email: investors@sproutly.ca

Sproutly Announces a Business Transformation Plan and Investment by Infusion Biosciences

Not for Dissemination in the US or Through US Newswire

Announces a substantial change to its business strategy to focus on its proprietary APP Technology for Cannabis 2.0 opportunities and away from the capital-intensive cannabis cultivation business

Dr. Arup Sen, CEO of Infusion Biosciences, Chief Science Officer of Sproutly Canada Inc. and inventor of the APP Technology, is appointed as CEO of Sproutly to implement the Business Transformation Plan

Explores strategic alternatives with respect to its cultivation facility that is a Licensed Producer under the Cannabis Act of Health Canada

Secures an additional capital investment from Infusion Biosciences, owner of the APP technology and the largest shareholder of Sproutly

Continues discussions with Moosehead Breweries to restructure the agreement focusing on Infuz₂O sales, eliminating capital investment by Sproutly, and allowing broad commercialization of the APP technology via formulation and sale of unique custom ingredients for cannabis products

Implements cost-cutting initiatives that better aligns its expenses with current market conditions, including a reduction of staff by approximately 75%

May 14, 2020 10:10 PM Eastern Daylight Time

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE:SPR) (OTCQB:SRUTF) (FSE:38G) (“Sproutly” or the “Company”) announces a business transformation plan that will shift the Company’s resources away from cannabis cultivation to focus on the commercialization of its proprietary APP Technology (the “Business Transformation Plan”). As part of the implementation of the Business Transformation Plan, Infusion Biosciences Inc. (“Infusion Biosciences”) has committed to further investment into the Company and to provide additional human capital resources to execute on the new plan.

Business Transformation Plan

The Business Transformation Plan includes:

Transforming the business strategy into an ‘asset light’ technology model focused on generating revenues via technology licensing, ingredient supply agreements, and partnership opportunities;

Scaling down the Company’s capital-intensive business of cultivating cannabis to significantly reduce cash burn;

Assessing strategic alternatives for the Company’s THR facility, which may include an outright sale;

Appointing Dr. Arup Sen as CEO to implement the Business Transformation Plan;

Commitment form Infusion Biosciences’ to allocate key personnel to implement Sproutly’s new business strategy; and,

Reducing existing corporate and operational staff to reduce cash expenses.

Revised Business Strategy

The Business Transformation Plan is a response to persistent industry headwinds and operational challenges that have made owning and operating a small scale cannabis cultivation facility cost prohibitive. Under the Business Transformation Plan, the Company’s core focus will be on commercializing the APP Technology via the production, formulation, and sale of specialized ingredients made using proprietary water soluble cannabinoids (“Infuz₂O”) and Bio-Natural Oils (“BNO”). Sproutly’s strategy will be to leverage the existing infrastructure and distribution networks of Licensed Producers selling Cannabis 2.0 products in Canada and similar products in other jurisdictions.

Sproutly had previously allocated significant capital and human resources to its cannabis cultivation business, which has been an impediment to the launch of its Cannabis 2.0 products.

Cost Cutting Initiatives and Addition of Infusion Biosciences’ Personnel

Given the current market environment, the Company believes it is prudent to reduce costs substantially to minimize cash expenses. The Company’s proactive response includes an already implemented reduction in its staffing by 75% and cutback in cultivation output. These initiatives have eased Sproutly’s capital requirements while it assesses and pursues strategic alternatives related to THR.

Infusion Biosciences will contribute up to six of its key personnel to lead and assist in the day-to-day operations of Sproutly. These key personnel have succeeded in forming partnerships and licensing for APP technology in the United States where Sproutly does not hold the rights to APP technology. This allocation of human capital is expected to increase the organization’s capabilities to accelerate Sproutly’s commercialization efforts.

Strategic Alternatives Process for the Cultivation Facility

The industry is facing significant headwinds related to challenging market conditions for cannabis flower in Canada. The impact of COVID-19 has further exaggerated these negative headwinds for the Company’s cannabis cultivation business. As such, Sproutly has undertaken a thorough review of its business operations in response to these conditions and has begun exploring strategic alternatives for its cultivation facility.

Given Sproutly’s revised business strategy is not dependent on owning a cultivation facility or the accompanying Health Canada licenses the strategic alternatives may include the sale of the facility.

The Company will provide customary updates from time to time as this process advances.

Appointment of New CEO

Dr. Arup Sen has been appointed Chief Executive Offer of Sproutly. Dr. Sen is the inventor of the APP Technology and was the first scientist to discover naturally water soluble cannabinoids in cannabis plants.

Keith Dolo will step down from the Board of Directors and as Chief Executive Officer, to assume a role as Strategic Advisor to the chairman of the Board of Directors.

“Our primary objective has always been to bring the APP Technology and unique, standalone products to market,” said Keith Dolo. “This business transformation is yet another step towards streamlining our strategy to focus on the technology and what sets us apart. As I step into the new role as Strategic Advisor, I look forward to the leadership and guidance that Dr. Sen will provide to the organization.”

“Having Keith’s continued support is extremely helpful, and I look forward to seeing us unleash the potential for our technology, both under this re-focused approach and the expertise of Dr Sen,” said Con Constandis, Chairman of the Board of Directors of Sproutly.

Dr. Sen is the CEO of Infusion Biosciences and the inventor of the APP Technology. His business career started in the biotechnology and biopharmaceutical industry in 1982. He has managed R&D, intellectual property strategy and corporate development (negotiating and managing licenses and joint ventures) with domestic and international companies (J&J, Biomet, GCC and Tokuyama Soda of Japan, Sandoz/Novartis and others). He also has taken three companies from start-up through public trading and has served as the CEO of public and private companies. He received his Ph.D. in biochemistry from Princeton University. Dr. Sen has also had more than a decade long academic career as a faculty member at the National Cancer Institute (Bethesda, Maryland) and at the Scripps Research Institute (La Jolla, California) focused on cancer research. Dr. Sen has published several dozen papers in top ranking international journals and authored a book on bone diseases. He is an inventor on a number of US patents and numerous international patents and pending patent applications in the fields of cancer therapeutics, bone repair biologics, medical therapeutic devices, and molecular diagnostics.

Infusion Biosciences Investment

Infusion Biosciences has provided a letter of intent to invest up to an additional $855,000. The investment will be made by way of issuance of convertible debentures (the “Convertible Debentures”). The Convertible Debentures will bear an accrued interest rate of 15% and be exchangeable into units at a price of $0.07 per unit (the “Units”). The Units consist of one common share and one common share purchase warrant, with each warrant allowing the holder to purchase one common share at a price of $0.08.

Moosehead Update

Given the change of strategy to become an ingredient supplier to the cannabis industry, the Company is in discussions with Moosehead Breweries Inc. (“Moosehead”) to restructure the beverage partnership from the previously announced 50/50 joint venture into a non-exclusive licensing or supply agreement for Infuz₂O. Under any revised agreement, the new structure will need to be compliant with all relevant Health Canada guidelines and will require Moosehead to utilize a Health Canada licensed co-packing manufacturer for the production of cannabis infused beverages.

The benefits to the Company of a revised structure include:

• eliminating the need for additional capital investment by Sproutly;
• reducing dependence of Infuz₂O sales on one customer to launch products;
• diversifying the customer base, from one customer/ brand to potentially multiple customers/ brands;
• improving the working capital cycle by earning upfront revenues from sales of Infuz₂O versus solely relying on profit share based joint venture structures; and,
• Broadening potential revenue streams by providing formulation work under a fee-for-service model.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the formation of the Joint Venture, the qualities of the Infused Beverages and the Company realizing anticipated benefits and synergies from the Joint Venture. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to successfully develop and produce the Infused Beverages, the Company’s inability to obtain any necessary regulatory approvals, failure to complete or realize anticipated benefits and synergies from the Joint Venture; potential negative consumer, investor or public perception of a party’s respective current brand or company; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will be successful in completing the development and production of the Infused Beverages, the Company will obtain all applicable regulatory approvals from global jurisdictions including Health Canada and the Company will be able to successfully satisfy all of the conditions in the Joint Venture Agreement. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Craig Loverock, Chief Financial Officer of Sproutly Canada, Inc.
investors@sproutly.ca

Sproutly Provides Business Update and Strategy for Custom Formulations

VANCOUVER, BC, March 24, 2020 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to provide an update on its business strategy and operations. In light of the significant advancements made by Sproutly and Infusion Biosciences Inc. (“Infusion”) on the APP Technology, as well as recent developments in the cannabis industry in Canada, the Company will now accelerate the commercialization of the APP Technology in Canada. Sproutly is leveraging its technological assets, where it believes it has a competitive advantage, to become a broad supplier of technology-enabled cannabis ingredients to partners and customers to produce truly unique beverages, edibles, and extracts. (the “Business Strategy”).

Sproutly’s Business Strategy now consists of four core objectives, being:

1. Providing Infuz₂O as a formulated ingredient for use in cannabis beverages and other novel form-factors to a range of partners and customers including licensed producers in Canada as well as consumer goods companies looking to enter the cannabis space.
2. Providing Bio Natural Oil (“BNO”) as a formulated ingredient alternative to isolate/distillate cannabis oils for use in innovative strain specific edibles/finished products.
3. Preparing a product portfolio of Sproutly branded products for launch into the Canadian Cannabis Marketplace. 
4. Aligning cannabis flower cultivation and branding operations to increase sales volume and efficiency.

The Company’s Business Strategy is expected to deliver on:

• Accelerating the path to greater revenues and profitability.
• Diversifying revenue streams and improving working capital position.
• De-risking the cannabis beverage strategy by opening up to partnering and supplying multiple customers with formulated products to address industry issues.

“As the Canadian cannabis industry continues to develop, our goal at Sproutly has never wavered. The Company’s focus has always been on commercializing technology that has the ability to reshape the way that cannabis products are formulated, ingested, and experienced by consumers,” said Keith Dolo, Chief Executive Officer and Director of Sproutly.  “Our primary objective continues to be, to bring the APP Technology to market through commercializing products in many new and innovative ways.  Throughout all the changes in the Canadian cannabis landscape, our technology value proposition remains intact and the APP Technology is completed, poised, and ready for applications in high value consumer products segments such as oils, edibles, and beverages.  Moosehead continues to be a key part of our story.  The tremendous amount of work that Sproutly and Moosehead have completed to date gives us a great deal of confidence that our collaborative beverage products will be unmatched and stand alone in the beverage category,” Dolo added.

About Sproutly Canada, Inc.

Sproutly’s core on is to become the leading supplier to the cannabis beverage and edibles market. The Company’s Toronto based facility, licensed under the Cannabis Act, was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution known as Infuz₂O. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contact:  Keith Dolo, Chief Executive Officer of Sproutly Canada, Inc.

Email: investors@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the formation of the Joint Venture, the qualities of the Infused Beverages and the Company realizing anticipated benefits and synergies from the Joint Venture. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to successfully develop and produce the Infused Beverages, the Company’s inability to obtain any necessary regulatory approvals, failure to complete or realize anticipated benefits and synergies from the Joint Venture; potential negative consumer, investor or public perception of a party’s respective current brand or company; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will be successful in completing the development and production of the Infused Beverages, the Company will obtain all applicable regulatory approvals from global jurisdictions including Health Canada and the Company will be able to successfully satisfy all of the conditions in the Joint Venture Agreement. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Announces Financial Results for the Third Quarter of 2020

VANCOUVER, B.C., January 29, 2020 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) today announced the Company’s financial results for the third quarter ended November 30, 2019.  

"Our third quarter saw us receive our Flower Sales Licence from Health Canada effective October 16, 2019.  That was a key milestone for us as a Company, and we quickly followed that up by signing supply agreements with Alberta and New Brunswick.” said Keith Dolo, Chief Executive Officer of Sproutly.  “We were able to execute on shipments to both provinces prior to the end of calendar 2019, providing adult recreational cannabis consumers in both provinces the opportunity to enjoy CALIBER’s craft, indoor-grown Berry White and Lemon Z strains. Our focus now is to execute on these agreements while rightsizing our cost structure in order to move towards positive cash flow and deliver on our plans of becoming a leader in the cannabis infused product category.” 

Highlights for the Third Quarter Ended November 30, 2019 

• Toronto Herbal Remedies (“THR”) (the Company’s wholly-owned licensed cannabis producer), received its sales license for cannabis flower from Health Canada.  The Flower Sales License will allow THR to sell dried cannabis flower products provincially and territorially in Canada through authorised distributors and retailers. The sales will commence through the launch of Sproutly’s premium cannabis brand CALIBER.

• Infusion Biosciences Inc. (“Infusion”) and BNO Holdings Inc. (“BNO Holdings”) developed and verified analytical methods that detect, identify, and measure cannabinoid molecules in water-soluble (“Infuz2O”) and oil preparations (“Bio-Natural Oil”) derived from cannabis and hemp using APP Technology (collectively, the “Developed Analytics”). APP Technology is a patent pending process that uses proprietary reagents to recover naturally occurring water-soluble cannabinoids as well as the cannabis oils.

• The Company expanded its operations with a new manufacturing facility in close proximity to the THR production facility in Scarborough, Ontario. The additional property allows the Company to continue to centralize operations in the Greater Toronto Area, as well as providing manufacturing capabilities for its proprietary reagents, a key input for the APP Technology cannabinoid recovery process.

Subsequent Events

• THR entered into a cannabis standing offer contract with the province of Alberta from Alberta Gaming, Liquor & Cannabis (“AGLC”), the province’s wholesaler and operator of Alberta’s only legal online recreational cannabis store, AlbertaCannabis.org.  Pursuant to the Supply Agreement, Sproutly will supply AGLC with its indoor grown dried flower products produced from THR, under the Company’s premium cannabis brand ‘CALIBER’. 

• THR has also entered into a cannabis supply agreement in the province of New Brunswick through Cannabis NB (“CNB”) as of December 5th, 2019. 

• The Company delivered its first shipment of CALIBER flower to both ALGC and CNB, marking its entrance into Canada’s recreational cannabis market. 

• The Company has reduced its administrative staff and overhead costs in order to better align expenses with revenues and move closer towards positive cash flow to ensure viability for the Company in the long term.

Management Reorganization

The Company's President, Mr. Bryan Semkuley, will be transitioning his role to a strategic advisor.  Mr. Semkuley’s duties will be assumed by the Company's CEO, Keith Dolo.

Karin Studer, Chief Operating Officer, is also transition her role in the organization to focus on the regulatory and licensing steps required within Cannabis 2.0 as Sproutly prepares for these products, both internally and within the Moosehead Joint Venture. Dr. Arup Sen, Chief Science Officer, will assume the consolidated role of both Science and Operations at the Ontario facility.

“These changes will allow Sproutly to reduce monthly expenses and create an organization that operates more efficiently.  As we ramp up production of our CALIBER Brand, as well as look to the finalization and launch of the Moosehead Joint Venture, this new structure will allow us to operate a leaner organization that can narrowly focus in on driving revenue in 2020.” commented Keith Dolo, CEO of Sproutly Canada Inc.

Consolidated Financial Statements and Management's Discussion and Analysis

The Company’s unaudited consolidated interim financial statements and accompanying notes as at and for the quarter ended November 30, 2019, and the Company's Management's Discussion and Analysis for the three months ended November 30, 2019 are available under the Company's profile on SEDAR at www.sedar.com.

The Company will not be hosting a conference call this quarter as it focuses its attention on the execution of operational priorities.  However, the Company continues to be committed to addressing questions from investors, which can be directed to investorrelations@sproutly.ca.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca.

Contact: Keith Dolo, Chief Executive Officer of Sproutly Canada

Email:  investorreleations@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Secures $1 Million Loan

VANCOUVER, BC, January 28, 2020 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce it has secured a private loan (the “Loan”) of $1 million from Infusion Biosciences Inc., a related party of the Company (the “Lender”).  The Loan carries an interest rate of 10% per annum accruing and compounding monthly, payable on maturity on or before October 24, 2020 (the “Maturity Date”).  The Company anticipates using the proceeds of the Loan to support the Company’s general working capital.  

The Loan is evidenced by a secured convertible debenture (the “Convertible Debenture”) that provides the Lender with the right to convert the principal of the Loan into units of the Company (the “Units”) at a conversion price of $0.19 per Unit, subject to adjustment in accordance with the terms of the Convertible Debenture (the “Conversion Price”).   Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”), with each Warrant entitling the Lender to acquire one Common Share at an exercise price equal to $0.20 for a period of two years from date of issuance.

Sproutly has the right at any time prior to the Maturity Date to pre-pay the amount outstanding under the Convertible Debenture.  In the event of pre-payment of the Convertible Debenture, the Lender will be entitled to receive such number of Warrants equal to the number that the Lender would have been issued if the Convertible Debenture was converted at the Conversion Price.

The Convertible Debenture and the securities issuable upon conversion of the Convertible Debenture are subject to a minimum four-month hold period and restrictions on transfer under Canadian securities law.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. The Company’s Toronto based facility, licensed under the Cannabis Act, was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contact:  Keith Dolo, Chief Executive Officer of Sproutly Canada, Inc.

Email: investors@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, management’s intended use of the Loan proceeds. 

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. 

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, management’s expectations relating to working capital budgets. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Delivers its Inaugural Shipment of CALIBER in Canada and Signs 2nd Provincial Supply Agreement with Cannabis NB

VANCOUVER, BC, December 11^th, 2019 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce the delivery of its first shipment of CALIBER flower to Alberta Gaming, Liquor & Cannabis (“AGLC”), marking its entrance into Canada’s recreational cannabis market.  Adult recreational cannabis consumers in Alberta will soon have the opportunity to enjoy CALIBER’s Berry White and Lemon Z strains which will be available for purchase on Alberta’s only legal online recreational cannabis store, AlbertaCannabis.org as well as in many of the over 350 licensed physical cannabis retailers, the most out of any Canadian province.  This news immediately follows the announcement from December 3^rd, 2019, that Sproutly’s wholly-owned subsidiary Toronto Herbal Remedies (“THR”) signed a Supply Agreement with AGLC.

THR has also entered into a cannabis supply agreement in the province of New Brunswick (the “Supply Agreement” or the “Agreement”), through Cannabis NB (“CNB”) as of December 5^th, 2019.   As part of the Agreement, Sproutly will initially supply Cannabis NB with its craft, indoor-grown dried flower products produced at THR, under the Company’s premium cannabis brand “CALIBER”. 

“We have a dedicated and driven team at Sproutly, who are focused on delivering executional excellence on every element of our business strategy, starting with the launch of CALIBER flower,” said Keith Dolo, CEO & Director of Sproutly.  “Just days after announcing our supply agreement with AGLC, we are proud to see that our product has reached retail availability in Alberta.  In addition, the Supply Agreement with Cannabis NB, combined with the anticipated demand from AGLC, is expected to represent the bulk of Sproutly’s anticipated annual highest-grade flower production,” explained Dolo.  

CALIBER will launch in New Brunswick with 4 SKUs including both 1g and 3.5g sizes for each of CALIBER’s unique strains, Berry White and Lemon Zkittle (2018 Highlife Cup Overall and Best Sativa winner which will be called Lemon Z). The launch will be supported with regional marketing efforts in line with Health Canada regulations.

“We are thrilled to have completed our first shipment to Alberta and to have signed a supply agreement with Cannabis NB.  Both provinces are strategic points of entry for CALIBER into the Canadian recreational market as they have attractive consumer bases for high-quality craft cannabis flower.  In addition, New Brunswick is a key province as it is the base of operations for our Joint Venture partner, Moosehead Breweries Ltd.” Said Melise Panetta, Vice President of Marketing and Sales.  “These are major milestones for our organization and play a key role in achieving our overall vision of expanding our portfolio in 2020 into extracts, beverages (via the Moosehead Sproutly Joint Venture Partnership) and edible products using the proprietary Aqueous Phytorecovery Process (“APP”) technology that extracts BioNatural Oils (BNO) and water soluble Infuz20,” continued Panetta.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. The Company’s Toronto based facility, licensed under the Cannabis Act, was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contact:  Keith Dolo, Chief Executive Officer of Sproutly Canada, Inc.

Email: investors@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the Company’s ability to launch its ‘CALIBER’ branded products in Alberta and New Brunswick, the Company’s ability to supply AGLC and CNB with its indoor-grown dried flower products produced from THR and the anticipated success and positive consumer reception of the Company’s ‘CALIBER’ branded products in Alberta or New Brunswick. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to launch its ‘CALIBER’ branded products in Alberta and New Brunswick; the Company’s inability to supply AGLC and CNB with its indoor-grown dried flower products produced from THR; potential negative consumer, investor or public perception of the Company’s ‘CALIBER’ branded products in Alberta and New Brunswick; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its ‘CALIBER’ branded products in Alberta and New Brunswick, that the Company will be able to supply AGLC and CNB with its indoor-grown dried flower products produced from THR and that the Company’s ‘CALIBER’ branded products will be positively received by consumers in Alberta and New Brunswick. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Executes Its First Provincial Supply Agreement with Alberta

VANCOUVER, BC, December 3^rd, 2019 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce that the Company’s wholly-owned subsidiary Toronto Herbal Remedies (“THR”) has entered into a cannabis standing offer contract with the province of Alberta (the “Supply Agreement” or the “Agreement”) from Alberta Gaming, Liquor & Cannabis (“AGLC”), the province’s wholesaler and operator of Alberta’s only legal online recreational cannabis store, AlbertaCannabis.org. Pursuant to the Supply Agreement, Sproutly will supply AGLC with its indoor-grown dried flower products produced from THR, under the Company’s premium cannabis brand ‘CALIBER’. The Alberta Supply Agreement is the Company’s first executed provincial supply agreement for cannabis flower to date.

“Our Supply Agreement with AGLC marks the launch of our ‘CALIBER’ products to recreational consumers throughout one of the largest legal provincial markets in Canada by revenue, validating the demand of our products from customers and retailers across the country.” said Keith Dolo, CEO & Director of Sproutly. “With over 340 licensed physical cannabis retailers to date, the most out of any Canadian province, our partnership with AGLC will be a fantastic opportunity to seamlessly introduce our ‘CALIBER’ branded products in an established market, beginning with our premium dried flower portfolio. We look forward to replicating this success in additional markets across Canada”.

CALIBER will launch in Alberta with 4 SKUs including both an introductory size (1g) and the most popular size (3.5g) for each of CALIBER’s unique strains, Berry White and Lemon Zkittle (2018 Highlife Cup Overall and Best Sativa winner which will be called Lemon Z). The launch will be supported with regional marketing efforts in line with Health Canada regulations.

“Sproutly’s CALIBER brand has been curated with the cannabis connoisseur in mind, and targeted to adults who are looking for a brand distinguished by its premium quality flower.  We selected to launch CALIBER in Alberta because we believe it has one of the most attractive consumer bases for high-quality craft cannabis flower.”  said Melise Panetta, Vice President of Marketing and Sales.  “Sproutly’s product portfolio is expected to expand in 2020 into extracts, beverages (via the Moosehead Sproutly Joint Venture Partnership) and edible products using the proprietary Aqueous Phytorecovery Process (“APP”) technology that extracts BioNatural Oils (BNO) and water soluble Infuz20.” continued Panetta.

The Supply Agreement with AGLC follows the Company’s receipt of its Flower Sales License from Health Canada on October 16, 2019, making it the first executed provincial supply agreement for Sproutly to date.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. The Company’s Toronto based facility, licensed under the Cannabis Act, was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contact:  Keith Dolo, Chief Executive Officer of Sproutly Canada, Inc.

Email: investors@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the Company’s ability to launch its ‘CALIBER’ branded products in Alberta, the Company’s ability to supply AGLC with its indoor-grown dried flower products produced from THR and the anticipated success and positive consumer reception of the Company’s ‘CALIBER’ branded products in Alberta. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to launch its ‘CALIBER’ branded products in Alberta; the Company’s inability to supply AGLC with its indoor-grown dried flower products produced from THR; potential negative consumer, investor or public perception of the Company’s ‘CALIBER’ branded products in Alberta; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will launch its ‘CALIBER’ branded products in Alberta, that the Company will be able to supply AGLC with its indoor-grown dried flower products produced from THR and that the Company’s ‘CALIBER’ branded products will be positively received by consumers in Alberta. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Announces Financial Results for the Second Quarter of 2020

VANCOUVER, B.C., October 30, 2019 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) today announced the Company’s financial results for the second quarter ended August 31, 2019.  

"We hit a key milestone in the second quarter as we completed our first commercial sale of cannabis flower, and followed that up with another milestone shortly after the end of the quarter” said Keith Dolo, Chief Executive Officer of Sproutly.  “We were thrilled to receive our Flower Sales License from Health Canada effective October 16, 2019. This allows us to bring to market our dried flower products into the hands of recreational consumers throughout the country and commercialize our CALIBER brand of premium cannabis products.  We anticipate more growth as we begin to generate revenue from the sales of our flower as we move into Q3.  We continue to execute on our plans to achieving our goal of becoming a leader in the cannabis infused product category.”

Highlights for the Second Quarter Ended August 31, 2019 

• The Company recorded its first commercial sale of cannabis flower in Canada.

• Toronto Herbal Remedies (“THR”) (the Company’s wholly-owned licensed cannabis producer) submitted an amendment for a sales license for cannabis flower and oil. THR has successfully completed its first packaging run for both cannabis flower and oil products and has provided all supporting documents to Health Canada.

• The Company completed a voluntary debt for shares settlement agreement with an arm’s length creditor, settling an outstanding current debt of $3,537,455 by issuing 4,716,606 common shares at a price of $0.75 per share and improving its working capital position.

• The Company successfully completed the first run of the proprietary Aqueous Phytorecovery Process (“APP”) extraction technology licensed from Infusion Biosciences Inc. at THR.

Subsequent Events

• THR received its sales license for cannabis flower from Health Canada.  The Flower Sales License will allow THR to sell dried cannabis flower products provincially and territorially in Canada through authorised distributors and retailers. The sales will commence through the launch of Sproutly’s premium cannabis brand CALIBER.

• Infusion Biosciences Inc. (“Infusion”) and BNO Holdings Inc. (“BNO Holdings”) developed and verified analytical methods that detect, identify, and measure cannabinoid molecules in water-soluble (“Infuz2O”) and oil preparations (“Bio-Natural Oil”) derived from cannabis and hemp using APP Technology (collectively, the “Developed Analytics”). APP Technology is a patent pending process that uses proprietary reagents to recover naturally occurring water-soluble cannabinoids as well as the cannabis oils.

• The Company expanded its operations with a new manufacturing facility in close proximity to the THR production facility in Scarborough, Ontario. The additional property allows the Company to continue to centralize operations in the Greater Toronto Area, as well as providing manufacturing capabilities for its proprietary reagents, a key input for the APP Technology cannabinoid recovery process.

Conference Call and Webcast Information

Sproutly will host a conference call on Thursday, October 31, 2019 at 10:00 AM Pacific Time, 1:00 PM Eastern Time to answer questions about the Company’s financial highlights.  The dial-in numbers for the conference call are 1-800-319-4610 (Canada/USA toll free) or +1-604-638-5340 (International).  Please dial in 5 – 10 min prior to the scheduled start time.

Consolidated Financial Statements and Management's Discussion and Analysis

The Company’s unaudited consolidated interim financial statements and accompanying notes as at and for the quarter ended August 31, 2019, and the Company's Management's Discussion and Analysis for the three months ended August 31, 2019 are available under the Company's profile on SEDAR at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca.

Contact:

Keith Dolo, Chief Executive Officer of Sproutly Canada

Email:  investorrelations@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Receives Flower Sales License from Health Canada and Launches Premium Cannabis Brand ‘CALIBER’

VANCOUVER, BC, October 17, 2019 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce that the Company’s wholly-owned subsidiary Toronto Herbal Remedies Inc. (“THR”), a licenced producer and processor under the Cannabis Act, has received its flower sales licence from Health Canada effective October 16, 2019 (the “Flower Sales License”). The Flower Sales License will allow THR to sell dried cannabis flower products provincially and territorially in Canada through authorised distributors and retailers. The sales will commence through the launch of Sproutly’s premium cannabis brand CALIBER (“CALIBER”).  

 “We are thrilled to receive our Flower Sales License from Health Canada. This is a huge milestone in our company’s history, as it allows us to bring to market our dried flower products into the hands of recreational consumers throughout the country,” said Keith Dolo, CEO & Director. “With our Flower Sales License, we are finally able to commercialize our CALIBER brand of premium cannabis products beginning with dried flower and are excited to share the vision and products that the team at THR worked very hard throughout the year to bring together.”

The Company has curated the CALIBER brand with the cannabis connoisseur in mind.  With a high-quality manufacturing process, award-winning genetics and distinct premium packaging, the CALIBER brand will deliver a superior cannabis experience for Canadian consumers.  Sproutly will commence the roll out the CALIBER brand and brand campaign in compliance with Health Canada's promotional guidelines that will provide consumers and retailers with important product education and information, brand highlights, and the vision behind the brand.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. The Company’s Toronto based facility, licensed under the Cannabis Act, was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contact:  Keith Dolo, Chief Executive Officer of Sproutly Canada, Inc.

Email: investors@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the formation of the Joint Venture, the qualities of the Infused Beverages and the Company realizing anticipated benefits and synergies from the Joint Venture. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to successfully develop and produce the Infused Beverages, the Company’s inability to obtain any necessary regulatory approvals, failure to complete or realize anticipated benefits and synergies from the Joint Venture; potential negative consumer, investor or public perception of a party’s respective current brand or company; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will be successful in completing the development and production of the Infused Beverages, the Company will obtain all applicable regulatory approvals from global jurisdictions including Health Canada and the Company will be able to successfully satisfy all of the conditions in the Joint Venture Agreement. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Provides Business Update on the Moosehead Joint Venture for Cannabis Beverages

VANCOUVER, BC, October 8, 2019 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to provide an update on: 1) its previously announced joint venture with OCC Holdings Ltd., an affiliate of Moosehead Breweries Limited (“Moosehead”) (the “Joint Venture” or, the “JV”); and, 2) in respect of progress made to-date in the development of cannabis-infused beverages intended for sale in the Canadian market via Toronto Herbal Remedies Inc. (“THR”), Sproutly’s Health Canada licensed cannabis producer (the “Infused Beverages”).

“In the past five months, significant resources have been dedicated towards creating a portfolio of Infused Beverages that will be ready for consumers following legalization in Canada.” said Matthew Oland, CEO of the Joint Venture. “On May 1, 2019, I took over the leadership of the initiative. To date, we have made significant strides in developing the brand strategy, products, packaging, manufacturing, and logistics for the Infused Beverages. I am confident in our ability to deliver a great tasting beverage to Canadians that provides a controlled, strain specific, cannabis experience utilizing Sproutly’s naturally water soluble cannabinoids known as Infuz₂0. Infuz₂0 has proven to deliver the cannabis effects in less than 5 minutes with the experience lasting up to 90 minutes, as advertised. We are eager to bring our beverages to market showcasing the finished Infused Beverages utilizing such a truly unique technology.”

“Although the legal framework of the Joint Venture has taken longer than expected, both Moosehead and Sproutly have allocated significant resources to the Joint Venture since the announcement in May 2019. As a result, there has been substantial progress made on the business and product development of Infused Beverages. With Matthew’s extensive leadership and experience in the beverage category, we are well down the path on branding and formulating beverages. APP Technology has given us the ability to fast-track our beverage development process as we do not have the same technology and formulation challenges as processes that require chemical formulation on extracted cannabis oils.” said Keith Dolo, Sproutly’s Chief Executive Officer. “We look forward to completing the remaining legal documents to implement the Joint Venture and to announcing the name of the Joint Venture.”

Matthew Oland, one of Moosehead’s senior executives and Oland family member, has relinquished his former responsibilities at Moosehead to assume the role of Chief Executive Officer of the Joint Venture as of May 1, 2019. Moosehead has assigned additional staff and resources to support Mr. Oland in the development and operation of the Joint Venture. 

The Infused Beverages will initially target the casual and canna-curious consumer with a premium beverage product that is a non-smokable cannabis alternative to traditional edibles and beverages that have inherent onset and offset challenges. With Sproutly’s Infuz₂O and Moosehead’s adult beverage formulation expertise, the JV's Infused Beverages will deliver a great taste profile with little to no cannabis aroma or flavour impact. In addition to the desirable flavour and aroma characteristics, Infuz₂O provides several other attractive formulation and experience benefits as compared to traditional oil-based beverage solutions, including:

• almost instant cannabis experience onset of 5 minutes or less (vs. 30+ minutes for traditional oil-based emulsion and nano-encapsulation technologies);

• efficient and controllable cannabis experience offset of 60-90 minutes (vs. 2+ hours for traditional oil-based emulsion and nano-encapsulation technologies);

• all-natural water-soluble cannabis extract without the use of chemicals or detergents as used in emulsion and nano-encapsulation technologies;

• whole plant extract with strain-specific features, allowing the ability to create beverages and edibles that deliver the strain experience without smoking the flower; and, 

• when infused in beverages, the lack of pronounced cannabis taste, aroma, or sediment.

Joint Venture Business Development Highlights

Sproutly and Moosehead, in its capacity as a branding, marketing, and logistics partner, have significantly progressed the business of the Joint Venture since the signing of the JV Agreement on April 30, 2019. Select Joint Venture business development highlights are outlined below:

Brand Development

• Leveraged Moosehead’s existing relationship with an award-winning branding & design agency to develop a brand name, logo, identity and architecture as well as a strategy for positioning the Joint Venture in the market.

• Created a corporate name and secured corresponding website domains and commenced website development.

Product Development 

• Utilized Moosehead’s product development experience and relationship with a leading global flavour and ingredient solutions company to lead the beverage base formulation.

• Completed several rounds of product formulation testing, including:

• Testing of beverage base to determine desired flavor profiles, sweetness, colour, and calorie targets;

• Exploring an array of THC mg dosages utilizing Infuz2O; and, 

• Utilizing both Indica and Sativa cannabis strains to determine desired strain-specific characteristics.

• Evaluated numerous packaging (bottles and cans) and labeling options. 

• Engaged a third-party market research firm to help refine product development and branding through consumer research and product concept testing to explore end-user preferences.

Go-To-Market Strategy

• Completed an initial round of presentations to provincial cannabis regulatory agencies and a selection of private retailers to identify and assess initial launch markets.

• Leveraging Moosehead and Sproutly in-house resources to develop a detailed go-to-market strategy including provincial market preferences, pricing and product positioning strategies.

• In collaboration with a top-tier brand and marketing agency, commenced preliminary planning for a marketing strategy including a strategy for potential in-store activation, education, communication and merchandising.

Manufacturing, Logistics & Operations

• Determined that THR will utilize third-party contract manufacturers (co-packers) for the manufacturing of its initial products due to the Health Canada regulations requiring the segregation of cannabis-infused beverages from alcoholic beverage production.

• Assessed potential co-packers for the manufacture of initial products and commenced discussions with preferred providers.

• Initiated and continue discussion with provincial cannabis regulatory agencies to determine supply chain logistics to inform the go-to-market strategies including supply-chain and national product distribution.

• Evaluated a number of third-party distribution companies for shipping and logistics services.

Implementation of the Joint Venture

Following the signing of the binding definitive joint venture agreement on April 30, 2019, (the “JV Agreement”), Moosehead and Sproutly commenced the process of preparing and settling of the various agreements required for the implementation of the Joint Venture (the “Implementation Documents”). These Implementation Documents include, but are not limited to, a shareholders agreement, brand licensing agreements, supply agreement and co-packing agreement. The parties continue to work diligently to complete the Implementation Documents.

About Moosehead Breweries Ltd.

In 1867, the Oland family – led by matriarch Susannah Oland – began brewing and selling October Brown Ale on the family farm located on the Dartmouth shore of the Halifax Harbour. What started as a small brewery, grew with grit and determination throughout time as the commitment to brewing quality beer passed on from generation to generation. Located in Saint John, New Brunswick, Moosehead is the last major brewery in Canada owned by Canadians. Now in its sixth generation of ownership, the Oland family’s passion for beer has helped them steer Moosehead through devastating fires, Prohibition, the Great Depression, two world wars, obstructive trade barriers, and bruising competition from breweries 100 times its size. As Canada’s oldest and largest independent brewer, the company stands committed to the same values that transformed a small brewery in Saint John, NB into a Canadian icon of resilience. Moosehead sells its beer throughout Canada, the United States and in 15 other countries around the world under its 14 wholly owned and 8 partner brands.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contact:  Keith Dolo, Chief Executive Officer of Sproutly Canada, Inc.

Email: investors@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the formation of the Joint Venture, the qualities of the Infused Beverages and the Company realizing anticipated benefits and synergies from the Joint Venture. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to successfully develop and produce the Infused Beverages, the Company’s inability to obtain any necessary regulatory approvals, failure to complete or realize anticipated benefits and synergies from the Joint Venture; potential negative consumer, investor or public perception of a party’s respective current brand or company; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will be successful in completing the development and production of the Infused Beverages, the Company will obtain all applicable regulatory approvals from global jurisdictions including Health Canada and the Company will be able to successfully satisfy all of the conditions in the Joint Venture Agreement. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Announces Expansion With New Manufacturing Facility

VANCOUVER, BC, SEPTEMBER 19, 2019– Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce an expansion of its operations with a new manufacturing facility in close proximity to the Toronto Herbal Remedies Inc. (“THR”) (the Company’s wholly-owned licensed cannabis producer) production facility in Scarborough, Ontario.  The additional property allows the Company to continue to centralize operations in the Greater Toronto Area, as well as providing manufacturing capabilities for it’s proprietary reagents, a key input for the APP Technology cannabinoid recovery process.

As Sproutly continues to explore other global markets for expansion, the need to produce it’s proprietary reagents at one central location and under EU GMP guidelines will be critical to ensuring consistency and quality, while at the same time reducing manufacturing costs. The new facility will also ensure that all space at THR is allocated to cannabis production and finished goods manufacturing.

The additional facility will not need to be licensed by Health Canada as no cannabis or cannabis products will be present on site. 

Keith Dolo, Chief Executive Officer, Sproutly Canada commented, “This expansion is being designed and constructed to be compliant with European Union GMP specifications, which will enable Sproutly to manufacture proprietary reagents for use not only in Canada, but also for distribution into other global markets.”

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contact: Keith Dolo, Chief Executive Officer of Sproutly Canada

Email: investors@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Infusion Biosciences Develops Breakthrough Testing Methods to Detect Cannabinoids in Water Solutions to Meet Food and Safety Standards

VANCOUVER,BC, September 10, 2019– Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) announced today that Infusion Biosciences Inc. (“Infusion”) and BNO Holdings Inc. (“BNO Holdings”)have developed and verified analytical methods that detect, identify, and measure cannabinoid molecules in water-soluble (“Infuz₂O”) and oil preparations (“Bio-Natural Oil”) derived from cannabis and hemp using APP Technology (collectively, the “Developed Analytics”). APP Technology isa patent pending process that uses proprietary reagents to recover naturally occurring water-soluble cannabinoids as well as the cannabis oils. 

The proprietary methods for the Developed Analytics were created and refined during the past year through the work of Sproutly’s Chief Science Officer and Director Dr. Arup Sen in collaboration with state certified US testing laboratories. The delivery of the Developed Analytics satisfies Sproutly’s Earn Out Milestones (defined below) in the Acquisition Agreements (defined below) dated August 1, 2018 for the purchase of Infusion Biosciences Canada Inc. and SSM Partners Inc.

The cannabis industry has faced challenges in testing and measuring cannabinoid content in water formulations fortified with marijuana ingredients. Standard analytical methods used today for the detection and quantitation of cannabinoids had been designed for isolated oils and lack the ability to reliably measure cannabinoid contents in finished edible and beverage products. Correctly and reproducibly measuring the potency of bioactive cannabinoids in recreational, health and wellness, and medicinal beverage products is critical for successful marketing of these products in compliance with applicable food safety standards. 

Dr. Arup Sen and Infusion have been successful in developing a proprietary method for processing Infuz₂O preparations in order to detect tetrahydrocannabinol (“THC”), cannabidiol (“CBD”) and several other cannabinoids. The proprietary process allows for independent third-party testing laboratories to prepare the cannabis and hemp samples of Infuz₂O so that analytical methods used by these laboratories can then detect and measure the natural water-soluble cannabinoids. The results obtained in collaboration with third-party laboratories utilized for this researchverify the predicted levels of cannabinoids recovered by APP Technology in Infuz₂O.

Furthermore, lab result comparisons of cannabinoid profiles of the cannabis biomass before and after each step of APP Technology have revealed no detectable change in composition of the major cannabinoids and no indication of selective separation of cannabinoids from biomass in either Infuz₂O or Bio-Natural Oil. Additional chemical tests carried out during this research further confirmed the molecular identity of cannabinoids in Infuz₂O and Bio-Natural Oils to be the same as standard cannabinoid molecules. 

Sproutly intends to provide technical guidance to qualified third-party testing laboratories in order to enable them to analyze Infuz₂O products to meet applicable regulatory authority requirements for commercial sale of Sproutly’s products.

 “The ability to test for cannabinoids in water formulations has been unreliable for cannabis beverages globally due to the existing testing standards and practices,” said Dr. Arup Sen, Chief Science Officer and Director of Sproutly. “With ever increasing food-safety standards that need to be met for cannabis beverage and edible products, the completion of our research and the Developed Analytics are significant milestones in the commercialization of APP Technology; this is another step forward towards reliable and accurate testing for ingestible cannabis products.”

Earn Out

Further to its news release dated August 1, 2018, and in accordance with the acquisition agreements whereby the Company acquired all of the issued and outstanding shares of Infusion Biosciences Canada Inc. (a wholly owned subsidiary of Infusion Biosciences Inc.) and SSM Partners Inc. (together, the "AcquisitionAgreements"), the Earn Out Milestones (defined herein) were completed as of September 7, 2019 (the "Payment Date"). The earn-out milestones being the receipt of results for analysis of cannabinoids for water soluble and oil preparations derived with APP Technology, which results encompass analytical data that meet the regulatory requirements for the commercial sale of products in a Sproutly acquired jurisdiction (the “Earn Out Milestones”). In accordance with the provisions of the Acquisition Agreements Infusion Biosciences Inc. received 14,743,070 common shares and BNO Holdings (the former shareholder of SSM Partners Inc.) received 22,114,605 common shares of the Company (collectively, the “Earn Out Shares”). The Earn Out Shares are subject to the same escrow restrictions as the shares held by the Company management.

About APP Technology

APP Technology is a patent pending process that uses proprietary reagents to recover naturally occurring water-soluble cannabinoids as well as the free cannabinoid lipids in two separate products. Psychoactive effects of naturally water-soluble cannabinoids, known as ‘Infuz20’, start within approximately 5 minutes and dissipate within approximately 90 minutes; this pattern is more similar to drinking a glass of wine or a beer than consuming traditional cannabis oils. Similar to Infuz2O, free complete spectrum cannabinoid oils called ‘Bio-Natural Oil’ deliver the effects of the strain of cannabis from which it is made.

About Sproutly Canada, Inc.

Sproutly is a vertically integrated cannabis products company, powered by proprietary technology and licensed to cultivate and manufacture cannabis derived products under the Cannabis Act. Utilizing the proprietary APP Technology, the Company is able to produce Infuz­₂O, the first naturally water-soluble cannabinoids in water solutions, and Bio-Natural Oil,a natural strain-specific cannabis oil. Sproutly’s indoor cultivation and processing facility is strategically located in Greater Toronto Area. The facility is designed to produce high-quality cannabis and house the initial APP Technology extraction operations. The Company’s mission is to advance the cannabis beverage and edibles market and become a leader in the category with its breakthrough products, in-house brand portfolio and partnerships with leading established consumer product brands. 

For more information on Sproutly, please visit: www.sproutly.ca.

Contact:  Keith Dolo, Chief Executive Officer of Sproutly Canada, Inc.

Email: investors@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Adds Seasoned Beverage Executive Constantine Constandis To The Board Of Directors

VANCOUVER, BC, September 6, 2019– Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce the appointment of Constantine Constandis, an independent Director, to the Board of Directors. 

“We are very pleased with the addition of Constantine Constandis to Sproutly’s Board of Directors” said Keith Dolo, Chairman and CEO of Sproutly. “Constantine has been a valued contributor to Sproutly since joining our Advisory Board last year, and this was the next logical step as we looked to expand our Board.  Mr. Constandis brings significant experience at the board-level and maintains high standards for corporate governance as a former senior executive with Pernod Ricard SA (RI:EN Paris) and as former CEO of Corby Spirit and Wine Ltd (TSX: CSW.A, CSW.B). His track record in brand building, operations, sales and marketing in the highly-regulated spirits industry will prove to be extremely valuable to Sproutly as it continues to develop into a leading cannabis beverage company”.

 “Sproutly has a demonstrated competitive advantage with their licensed APP technology, and it’s supported by a competent and dedicated leadership team.  That makes it very exciting for me, in a dynamic industry with big potential across multiple consumer offerings” said Mr. Constandis.  

Mr. Constandis is a global C-level executive with over 34 years of experience in the wine and spirits industry in Canada, USA, Europe and Asia.  Mr. Constandis was a former senior executive with Pernod Ricard SA (RI:EN Paris), the €37B publicly traded producer of wine and spirits with a global portfolio that includes leading brands such as Absolute Vodka, Jameson, The Glenlivet, and Beefeater, among others; and most recently served as President of Pernod Ricard China and Pernod Ricard Asia Travel Retail.  Prior to Pernod Ricard, Mr. Constandis was the CEO of Corby Spirit and Wine Ltd (TSX: CSW.A, CSW.B) the TSX listed alcohol manufacturing and distribution company whose portfolio includes some of the most renowned brands in Canada, including J.P. Wiser’s Canadian whiskies, Lamb’s rum, Polar Ice vodka and McGuinness liqueurs.  Mr. Constandis also previously held senior roles at Seagram Company Ltd., including CFO, Europe & Africa.  Mr. Constandis holds a Bachelor of Commerce from Concordia University and is a Qualified Chartered Accountant.

Commitment to Corporate Governance

The Company reaffirmed its commitment to strong corporate governance by forming a Corporate Governance and Compensation subcommittee of the Board of Directors.  In addition, the Board ratified policies for Whistleblowing and for Disclosure, Confidentiality and Insider Trading.

Sproutly Announces Plans To Launch BioNatural Oil Products Under CALIBER Brand

VANCOUVER, BC, MONDAY JULY 16^th, 2019 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to provide an update on its premium cannabis brand for the recreational market, CALIBER, as it plans to launch premium cannabis oil products utilizing its BioNatural Oil (“BNO”), a unique and differentiated cannabis oil produced by Sproutly’s proprietary Aqueous Phytorecovery Process (“APP Technology”). Sproutly intends to expand the CALIBER brand of products initially into oil capsules, which will be packaged in child resistant, 30 capsule jars.  Each capsule will deliver 5mg of full spectrum THC cannabis, giving consumers full control to dose in 5mg increments.

BNO is recovered using the Company’s proprietary APP Technology.  In the second step, following the recovery of the naturally water-soluble molecules (known as Infuz₂0), BNO is recovered directly from the plant biomass.  Unlike traditional extraction methods that use unnatural chemical solvents, BioNatural Oil is a naturally-derived, strain specific oil that delivers a whole plant experience in oil and edible formats.

Following the receipt of its sale license from Health Canada and ahead of distributing its flower and oil products, Sproutly plans to roll out a CALIBER brand campaign in compliance with Health Canada's promotionalguidelines that will provide consumers and retailers with important product education and information, brand highlights, and the vision behind the brand.

“CALIBER has been carefully curated with the cannabis connoisseur in mind. The unique benefits of BioNatural Oil, combined with high quality flower grow and genetics, is a perfect extension for the CALIBER brand.” said Melise Panetta, Vice President of Marketing and Sales. “The cannabis connoisseur is looking to enjoy the full scope of the strain’s effects, which is a higher quality experience vs limited scope effects delivered by traditional extracted oils and distillate products.”

CALIBER flower and BioNatural Oil products will be produced at the Companies THR facility that utilizes state-of-the-art production and climate-control technology and methods designed to deliver pharma-grade standards which enables it to produce ‘top-shelf’ premium cannabis flower. THR produces high-quality, small-batch flower and is now at full production, harvesting weekly and has successfully completed the first run of APP technology.

About APP Technology

APP technology is a patent pending process that uses proprietary reagents to gently recover naturally occurring water-soluble cannabinoids as well as the cannabis oils. Water-soluble cannabinoids, known as ‘Infuz₂0’ on-set effects start within approximately 5 minutes and dissipate within approximately 90 minutes, which is more similar to drinking a glass of wine or a beer than consuming traditional cannabis oils. BioNatural Oil delivers the total effects of the strain of cannabis from which it is made.

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Announces Financial Results For The 2019 Fiscal Year

VANCOUVER, B.C. , June 27, 2019 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) today announced the Company’s financial results for the year ended February 28, 2019.  

"2019 was a defining year for Sproutly.  After going public in July of 2018, we acquired Infusion Biosciences Canada and SSM partners, providing us with access to their ground-breaking APP technology to produce water-soluble cannabinoids (“Infuz₂O”) and oil-based cannabinoids (“Bio Natural Oil”) which provides the Company with a differentiating proprietary technology to compete in the infused beverage and edible category.  In 2019 we also completed our GTA production facility, received our cultivation license from Health Canada and began full-scale production of all 13 grow rooms” said Keith Dolo, Chief Executive Officer of Sproutly.  “We are now moving into the next phase of operations as we prepare to launch our CALIBER premium branded flower, as well as beverages and edibles in line with the proposed regulations recently announced by Health Canada.  We are well positioned to execute on our plans and in achieving our goal of becoming a leader in the cannabis infused product category.”

Highlights for the Year Ended February 28, 2019 

• Cash position of $9.6 million as at February 28, 2019, up from $0.7 million as at February 28, 2018.  
• The Company completed its acquisition of Infusion Biosciences Canada and SSM Partners, for the purpose of developing, producing, distributing, marketing and selling cannabis infused beverages, edibles and topical products derived from Sproutly’s fully licensed APP Technology.
• The Company closed a $20.7m bought deal financing
• The Company’s wholly-owned subsidiary Toronto Herbal Remedies Inc. (“THR”), a licensed producer under the Cannabis Act and located in the Greater Toronto Area, submitted an “addition of activity” to its Health Canada license to produce cannabis oils.  

Subsequent Events

• THR received a processing license from Health Canada (the “Processing License”).  The Processing License allows THR to produce cannabis oil and related products, and will also allow the Company to conduct certain research and development activities, including the formulation of proprietary beverage products.
• The Company entered into a definitive agreement to form a joint venture with OCC Holdings Ltd., an affiliate of Moosehead Breweries Ltd. 
• The Companycompleted a voluntary debt for shares settlement agreement with an arm’s length creditor, settling an outstanding current debt of $3,537,455 by issuing 4,716,606 common shares at a price of $0.75 per share and improving its working capital position.
• The Company announced its first commercial sale of cannabis flower in Canada.
• The company successfully completed the first run of the proprietary Aqueous Phytorecovery Process (“APP”) extraction technology licensed from Infusion Biosciences Inc. at THR. 

Conference Call and Webcast Information

Sproutly will host a conference call on Thursday, June 27, 2019 at 2:00 PM Pacific Time, 5:00 PM Eastern Time to answer questions about the Company’s financial highlights.  The dial-in numbers for the conference call are 1-800-319-4610 (Canada/USA toll free) or +1-604-638-5340 (International). Please dial in 5 – 10 min prior to the scheduled start time.

Consolidated Financial Statements and Management's Discussion and Analysis

The Company’s unaudited consolidated interim financial statements and accompanying notes as at and for the year ended February 28, 2019, and the Company'sManagement's Discussion and Analysis for the three months and year ended February 28, 2019 are available under the Company's profile on SEDAR at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca.

Contact:

Keith Dolo, Chief Executive Officer of Sproutly Canada

Email: investorrelations@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Announces First Run Of Proprietary APP Extraction Process

VANCOUVER, BC, JUNE 20^th, 2019 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce that it has successfully completed the first run of the proprietary Aqueous Phytorecovery Process (“APP”) extraction technology licensed from Infusion Biosciences Inc. at its wholly-owned Toronto Herbal Remedies Inc. (“THR”) licensed facility. This initial APP run successfully recovered both water-soluble cannabinoids (“Infuz₂O”), with onset of effects within approximately 5 minutes and which dissipate within approximately 90 minutes, and oil-based cannabinoids (“Bio Natural Oil”), a strain specific cannabis oil. The initial Infuz₂O and Bio Natural Oil recovered is expected to be used for R&D and product formulation purposes for cannabis beverages and edibles within the proposed regulations recently announced by Health Canada.

The Company has previously announced they have entered into a definitive agreement with OCC Holdings Ltd., an affiliate of Moosehead Breweries Limited (“Moosehead”)to form an exclusive joint venture (the “Joint Venture) to develop, produce, and market non‐alcoholic cannabis-infused beverages. The Infuz₂O recovered in this initial APP run will be utilized in the product formulation and shelf-stability testing of fast-onset cannabis beverages to be produced and marketed by the Joint Venture within the proposed regulations recently announced by Health Canada. The Company is currently working diligently towards completing the shareholder agreement and joint venture documents, which will be announced in due course.

In addition, the Bio Natural Oil recovered is expected with Infuz₂O to develop and formulate fast-acting and long-lasting edible products for the Canadian market within the proposed regulations recently announced by Health Canada.

“Sproutly has made significant progress towards building a world-class cannabis beverage and edibles company since going public in July of last year” said Keith Dolo, CEO and Director. “The successful completion of our first run of the APP extraction technology in Canada marks a major milestone for our company and brings us another step forward in achieving our goal of becoming a leader in the cannabis infused product space.”

About APP Technology

APP technology is a patent pending process that uses proprietary reagents to gently recover naturally occurring water-soluble cannabinoids as well as the cannabis oils.  This ground-breaking discovery delivers the total effects of the strain of cannabis from which it is made; on-set effects start within approximately 5 minutes and dissipate within approximately 90 minutes, which is more similar to drinking a glass of wine or a beer than consuming traditional cannabis oils.

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Announces First Commercial Sale Of Cannabis Flower

VANCOUVER, BC, JUNE 17^th, 2019– Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce its first commercial sale of cannabis flower in Canada.  

“Recognizing our first commercial sale to another, well recognized, licensed producer is a milestone that we are very proud of.  This shipment marks the beginning of Sproutly’s revenue stream and demonstrates our teams ability to, once again, deliver on our strategy.” - said Keith Dolo, Chief Executive Officer, Sproutly Canada.

Sproutly’s cannabis flower is produced at the Company’s wholly owned subsidiary Toronto Herbal Remedies “THR”.  Sproutly’s THR facility utilizes state-of-the-art production and climate-control technology and methods designed to produce ‘top-shelf’ premium cannabis flower.  THR is now at full production and harvesting weekly.  

 “As Sproutly awaits our Health Canada inspection to achieve our sales license, we may consider selling more wholesale, high quality craft flower, to ensure a consistent inflow of revenue over the coming months.” – states Dolo.Following the receipt of its sales license from Health Canada, Sproutly plans to sell THR’s premium cannabis flower under the CALIBER brand. CALIBER is designed for the cannabis connoisseur and delivered via Sproutly’s craft cannabis flower production. With high-quality manufacturing process, award-winning genetics and distinct premium packaging, the CALIBER brand is expected deliver a superior cannabis experience for the cannabis connoisseur.

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Announces Shares For Debt Settlement

VANCOUVER, BC, June 11, 2019– Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce it has completed a voluntary debt for shares settlement agreement with an arm’s length creditor (the “Creditor”) whereby the company has settled outstanding current debt in the amount of $3,537,455 (the “Debt”).  In settlement of the Debt, the Company has issued 4,716,606 common shares in the capital of the Company (the “Settlement Shares”) at a price of $0.75 per Settlement Share. 

The Debt was completely extinguished upon the issuance of the Settlement Shares.  The Creditor voluntarily elected to satisfy the Debt with common shares in lieu of cash payment.The shares for debt settlement was carried out pursuant to prospectus exemptions of applicable securities laws.  The Settlement Shares are subject to a contractual restriction on transfer, with 50% of the shares being released four months from date of issuance, 25% released six months from date of issuance, and 25% released eight months from date of issuance.

Sproutly Submits Amendment For Flower Sales License

VANCOUVER, BC, June 5th 2019– Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce that through its wholly owned subsidiary Toronto Herbal Remedies Inc (“THR”) has submitted an amendment for a sales license for cannabis flower.  THR has successfully completed its first packaging run for cannabis flower product and has provided all supporting documents to Health Canada.  Following a “compliant” rating after their last inspection earlier this year, THR is now looking forward to their next visit from Health Canada in anticipation of receipt their sales license. 

“The submission of our sales license amendment for cannabis flower is a significant milestone in the development of our branded cannabis product strategy” said Keith Dolo, CEO and Director.  “If and when we are granted an amendment to sell flower by Health Canada, the Company will be in a position to launch our premium cannabis flower brand Caliber, utilizing our high-quality indoor craft cannabis grown at the THR facility.”

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, licensed under the Cannabis Act facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Email: investors@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Provides Update On Premium Cannabis Brand: CALIBER

VANCOUVER, BC, May 16^th 2019– Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to provide an update on its premium cannabis brand for the recreational market, CALIBER. CALIBER is designed for the cannabis connoisseur and delivered via Sproutly’s craft cannabis flower production.

“Sproutly has made significant progress towards the launch of CALIBER, our premium cannabis brand for the recreational market.” said Melise Panetta, Vice President Marketing and Sales. “Every element of the CALIBER brand is being curated with the cannabis connoisseur in mind.  With a high-quality manufacturing process, award-winning genetics and distinct premium packaging, it is our belief that the CALIBER brand will deliver a superior cannabis experience, every time.” 

Brand Development

Sproutly’s CALIBER brand logo and packaging were designed to be distinctive and appealing to the cannabis connoisseur, as well as reflective of the premium nature of the brand.  “Every element of the brand is intended to be as high a quality as the buds inside.” states Panetta. Sproutly intends to package for sale its flower in 1 gram, 3.5 gram and 7 gram units.  In addition, Sproutly has acquired an award-winning strain.

Manufacturing 

CALIBER will be produced at the “THR” facility that utilizes state-of-the-art production and climate-control technology and methods designed to deliver pharma-grade standards which enables it to produce ‘top-shelf’ premium cannabis flower.  THR produces high-quality, small-batch flower and is now at full production and harvesting weekly.  The Company has also established a plan to package the CALIBER flower products at the THR facility.   

Following the receipt of its sale license from Health Canada and ahead of distributing its flower products, Sproutly plans to roll out a CALIBER brand campaign in compliance with Health Canada's promotionalguidelines that will provide consumers and retailers with important product education and information, brand highlights, and the vision behind the brand.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, licensed under the Cannabis Act facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Email: investors@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Tapped To Present at Canaccord Genuity 3rd Annual Cannabis Conference, Cannastocks2019 Investor Conference & Cannabis Drinks Expo

VANCOUVER, BC, May 13^th 2019– Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) executives have been tapped to present at key upcoming conferences:

• • Chief Executive Officer (“CEO”), Keith Dolo, will present at the Canaccord Genuity 3^rd annual cannabis conference on May 14^that the Grand Hyatt in New York.

• • CEO Keith Dolo will present as the Cannastocks2019 Q1 investor conference on May 15^th, also in New York.

• • Chief Science Officer (“CSO”), Arup Sen, will present at the Cannabis Drinks Expo at the South San Francisco Conference Center in San Francisco on July 25^th.  

Dolo & Sen’s remarks come on the heels of an announcement on April 30^thof a Joint Venture with Moosehead Breweries to launch cannabis-infused beverages in Canada.  Sproutly’s mission is to deliver a safe and consistent whole plant experience from cannabis, with a lead position in the beverage market.  Bycombining advanced cannabis cultivation and proprietary “APP” technology, Sproutly intends to redefine the cannabis industry.  Aqueous Phytorecovery Process (“APP”)is a patent pending process that naturally produces water soluble cannabinoids known as ‘Infuz2O’ as well as BioNatural Oil.

Sproutly will also be a featured exhibitor at the Lift & Co Expo from June 6-9^that the Metro Toronto Convention Center in Toronto.  

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contact: Keith Dolo, Chief Executive Officer of Sproutly Canada

Email: investors@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

View The Recorded Webcast Hosted By Sproutly & Moosehead on May 1st, 2019

Follow the link to hear the recorded version of the conference call hosted by Keith Dolo, CEO of Sproutly, and Matthew Oland, Moosehead Breweries Limited executive and incoming CEO of the recently announced joint venture between Sproutly and Moosehead Breweries. The call was originally recorded on May 1st, 2019.

The purpose of the call was to discuss the recently announced definitive agreement with OCC Holdings Ltd., an affiliate of Moosehead Breweries Limited (“Moosehead”) to form an exclusive joint venture (the “Joint Venture”).

Follow the link to view the webcast: bit.ly/2PHx8Mi

Download the presentation deck used during the conference call: bit.ly/2IQg1Y5

Sproutly Schedules Conference Call And Webcast To Discuss Joint Venture With Moosehead Breweries

VANCOUVER, BC, April 30, 2019– Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”), will be hosting a conference call with Keith Dolo, CEO of Sproutly, Dr. Arup Sen, Chief Science Officer of Sproutly, and Matthew Oland, Moosehead Breweries Limited executive and incoming CEO of the Joint Venture (defined below), at 9:30am Eastern Time on May 1^st, 2019. The purpose of the call will be to discuss the recently announced definitive agreement with OCC Holdings Ltd., an affiliate of Moosehead Breweries Limited (“Moosehead”) to form an exclusive joint venture (the “Joint Venture”). Please dial in 5 – 10 min prior to the scheduled start time.

To access this call, please dial: 

Canada/USA TF: 1-800-319-4610

International Toll: +1-604-638-5340

Webcast Link: 

http://services.choruscall.ca/links/sproutly20190501.html

Presentation: 

A presentation related to the Joint Venture is available on Sproutly’s website www.sproutly.ca as well as at the download link below.

Download link: bit.ly/2IQg1Y5

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contact:  Keith Dolo, Chief Executive Officer of Sproutly Canada

Email: investors@sproutly.ca

For more information on Moosehead, please visit: www.moosehead.ca.

Contact:  Stella Mok-Sutherland, Craft Public Relations

Email: stella@craftpublicrelations.com

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Announces Joint Venture With Moosehead Breweries To Launch Cannabis-Infused Beverages In Canada

VANCOUVER, BC, April 30, 2019 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”), and OCC Holdings Ltd., an affiliate of Moosehead Breweries Limited (“Moosehead”),are pleased to announce that they have entered into a definitive agreement (the “Joint Venture Agreement”) to form an exclusive joint venture (the “Joint Venture” or the “JV”) to develop, produce, and market non‐alcoholic cannabis-infused beverages in Canada using Sproutly’s proprietary, naturally produced water soluble cannabinoids known as ‘Infuz₂O’. Both companies will bring their respective strengths to the joint venture to develop a line of great tasting cannabis beverages featuring a rapid onset and offset effect unique to the category. Sproutly will host a conference call with Keith Dolo, CEO, Sproutly Canada and Matthew Oland, Moosehead Breweries executive and incoming CEO of the JV, at 9:30am Eastern Time on May 1, 2019.

Joint Venture Highlights:

Partnership with the Oldest and Largest Independent Brewery in Canada

• Over 152 years of brewing experience through six generations of family ownership 

• More than 140 million cans/bottles of beer sold annually throughout Canada, the United States and in 15 other countries around the world

• Oland family’s proven ability in building, marketing and selling industry leading beers such as Moosehead Lager, Moosehead Radler, Alpine, and Hop City Barking Squirrel

Competitive Advantage Driven by Infuz₂O

• The JV beverages can deliver the cannabis effect as early as 5 minutes and last up to 90 minutes, providing an edible cannabis experience similar to traditional flower cannabis without the need to inhale smoke

• Ability to address the industry challenges of overconsumption of oil-based edibles and beverages

• Capability to produce a clear cannabis beverage that is much easier and faster to formulate than its competitors who will be using emulsifiers, encapsulation or chemical modification techniques

• Ability to deliver functional beverages that address a “need state” by producing cannabis strain specific experiences 

• Natural Infuz₂O process allows for a premium consumption experience and taste profile 

JV Well Positioned to Enter Cannabis Beverages Upon Legalization 

• Moosehead’s beverage experience and R&D formulation capabilities will ensure that the cannabis beverages produced will be premium in quality and have a great taste profile

• Moosehead’s established operational infrastructure will allow the Joint Venture to fast track its go-to-market strategy

• Sproutly’s cultivation facility and processing license will advance the formulation work that has already been completed to date

Alignment of Interests 

• The Joint Venture is structured as a 50/50 equity ownership

• Mathew Oland, one of Moosehead’s senior executives and Oland Family member, to lead the Joint Venture as Chief Executive Officer

• Moosehead to provide infrastructure support such as R&D, operations, procurement, finance, and distribution

• Sproutly to provide proprietary custom compositions using Infuz₂O for cannabis beverages in Canada 

• JV will have exclusive rights to utilize Infuz₂O for cannabis beverages for a period of 5 years with a possible 2-year extension 

• Ability for the JV to enter the European market once recreational cannabis use is legalized

“With the anticipated legalization of edibles in Canada later this year, Moosehead has made the strategic decision to enter the cannabis beverage market. As one of the oldest brands in Canada and a leader in the beer category, we believe we are uniquely positioned to be a leader in the cannabis beverage category.” said Andrew Oland, Chief Executive Officer of Moosehead. “As a 152-year-old company spanning six generations, we are very selective about new business opportunities. After a significant amount of due diligence on Sproutly’s APP technology and Infuz₂O water soluble cannabinoids vs other competitive technologies, we are excited to announce this joint venture. With their advanced technology and our long-standing product development experience, we expect to bring to Canadian consumers cannabis beverages that address the major issues currently limiting appeal of this category in other markets; a beverage that: 1) actually tastes good; and 2) provides an immediate and controllable cannabis experience lasting up to 90 minutes.”

“Moosehead is a truly iconic brand and we are very excited to partner with a company that possesses such deep-rooted Canadian heritage and over 152 years of history in the beer industry. Partnering with a company of this caliber is a strong validation of APP Technology and Infuz₂0.” commented Keith Dolo, Chief Executive Officer and Director of Sproutly. “This partnership with Moosehead marks an important milestone in Sproutly’s mission of delivering a safe and consistent whole plant experience from cannabis, with a lead position in the beverage market. We have developed a relationship with Moosehead built on trust and our shared vision of creating safe, responsible and high-quality cannabis beverages and we look forward to making this a reality for Canadian consumers”, added Dolo.

“After careful analysis of the cannabis industry and the cannabis beverage opportunity in Canada, we believe that Moosehead and Sproutly together are well positioned to become a significant player in the category.” said Matthew Oland, incoming Chief Executive Officer of the Joint Venture. “The JV’s ability to leverage Moosehead’s rich history of building adult-beverage brands, and its established R&D and operational infrastructure, will enable the JV to bring great tasting cannabis beverages to Canadian consumers. The Infuz₂0 technology delivers a natural cannabis beverage experience, with an onset and offset time similar to traditional flower cannabis, without the need for chemical modification. We believe this will be a game changer for the sector.” 

Terms of the Joint Venture

The Joint Venture will be structured as a standalone company with its own board of directors and management team. Sproutly and Moosehead will each hold a 50% interest in the JV and have the right to nominate 3 directors. Moosehead shall appoint the Chief Executive Officer and Sproutly shall appoint the Chairperson of the board of directors of the JV. 

Sproutly will provide Infuz₂0 exclusively to the Joint Venture in Canada for the purpose of producing cannabis beverages (excluding hemp) for a period of 5 years (the “Exclusivity Period”), such Exclusivity Period being subject to a potential extension based on the Joint Venture reaching certain revenue targets.

The formation of the Joint Venture is subject to the satisfaction of certain conditions, including the execution and delivery of various transaction agreements, governance documents and supply agreements. The parties expect to form the Joint Venture on or before May 31, 2019. 

Financial Advisor

Novus Merchant Partners Inc. acted as the exclusive financial advisor to Sproutly in connection with the Joint Venture.

Conference Call Information

Sproutly will host a conference call with Keith Dolo, CEO, Sproutly Canada and Matthew Oland, Moosehead Breweries executive and incoming CEO of the JV, at 9:30am Eastern Time on May 1, 2019. Please dial in 5 – 10 min prior to the scheduled start time.

Calling Information: 

Canada/USA TF: 1-800-319-4610

International Toll: +1-604-638-5340

Presentation: 

A presentation related to the Joint Venture is available on Sproutly’s website www.sproutly.ca as well as at the download link below.

Download link: bit.ly/2IQg1Y5

About Infuz₂O

Infuz₂Ois a naturally water-soluble cannabis solution which fully dissolves in water and can be directly added in beverage formulations to deliver the effects of the cannabis plant. Infuz₂O’s features include the following:

1. Rapid onset of less than 5 minutes to feel the effects of cannabis 
2. Fast offset/clearing of the cannabis effect within 90 minutes of consumption, allowing for more usage occasions
3. No added chemicals like those used in emulsifiers or encapsulation 
4. Delivers the cannabis strain experience that currently can only be delivered through smoking, through a beverage 
5. Produced using all GRAS certified ingredients without the use of organic solvents of CO2, thereby preserving the full plant experience 

About Moosehead Breweries Ltd. 

In 1867, the Oland family – led by matriarch Susannah Oland – began brewing and selling October Brown Ale on the family farm located on the Dartmouth shore of the Halifax Harbour. What started as a small brewery, grew with grit and determination throughout time as the commitment to brewing quality beer passed on from generation to generation. Located in Saint John, New Brunswick, Moosehead Breweries is the last major brewery in Canada owned by Canadians. Now in its sixth generation of ownership, the Oland family’s passion for beer has helped them steer Moosehead through devastating fires, Prohibition, the Great Depression, two world wars, obstructive trade barriers, and bruising competition from breweries 100 times its size. As Canada’s oldest and largest independent brewer, the company stands committed to the same values that transformed a small brewery in Saint John, NB into a Canadian icon of resilience. Moosehead sells its beer throughout Canada, the United States and in 15 other countries around the world under its 14 wholly-owned and 8 partner brands.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. The Company’s Toronto based facility, licensed under the Cannabis Act, was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contact:  Keith Dolo, Chief Executive Officer of Sproutly Canada

Email: investors@sproutly.ca

For more information on Moosehead, please visit: www.moosehead.ca.

Contact:  Stella Mok-Sutherland, Craft Public Relations

Email: stella@craftpublicrelations.com

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, timing relating to the formation of the Joint Venture and the Company realizing anticipated benefits and synergies from the Joint Venture. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to successfully develop and produce its first line of beverage products, the Company’s inability to obtain any necessary regulatory approvals, failure to complete or realize anticipated benefits and synergies from the Joint Venture; potential negative consumer, investor or public perception of a party’s respective current brand or company; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will be successful in completing the development and production of its first line of beverage and cannabis products and the Company will obtain all applicable regulatory approvals from global jurisdictions including Health Canada, the Company will be able to successfully satisfy all of the conditions in the Joint Venture Agreement. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Set To Build Strong Brands By Bringing On Award-Winning Agency Ogilvy

VANCOUVER, BC, April 8^th, 2019 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce that it has hired Ogilvy Canada (“Ogilvy”) as its integrated brand development agency. Ogilvy is a global award-winning creative agency that does brand work for Fortune Global 500 companies as well as local businesses across 131 offices in 83 countries. Ogilvy’s Toronto office will deliver world-class creative and impactful communications strategies to promote the launch of Sproutly’s brands into the Canadian cannabis market.  

As the Company approaches the legalization of edibles and beverages slated for October of this year, Sproutly is developing its brand and partnership strategy tied to its exclusive license of Aqueous Phytorecovery Process (APP) technology that it obtained through the acquisition of Infusion Biosciences Canada Inc. APP technology is the only patent-pending process which is able to produce naturally water-soluble cannabinoids that deliver the full experience of cannabis with on-set effects starting within approximately 5 minutes and dissipating within approximately 90 minutes, offering consumers a predictable and consistent cannabis experience.

"With award-winning creativity and a deep understanding of our consumers, Ogilvy will be a valuable partner in helping Sproutly to launch into the beverage and edibles market with a brand and strategy that uniquely delivers the rapid onset benefits of our APP proprietary technology" said Melise Panetta, Vice President, Marketing and Sales, for Sproutly.  

“Sproutly is an incredibly innovative company with a unique value proposition. We are excited to partner with Sproutly in building a brand that will offer newcomers to the beverage and edibles market a best in class cannabis experience. We understand that in the rapidly growing cannabis category, the role of branding will be paramount in winning over new consumers” said Brian Murray, Chief Creative Officer, Ogilvy Toronto.

About Ogilvy

Ogilvy has been producing iconic, culture-changing marketing campaigns since the day its founder David Ogilvy opened up a shop in 1948. Today, Ogilvy is an award-winning integrated creative network that makes brands matter for Fortune Global 500 companies as well as local businesses across 131 offices in 83 countries. The company creates experiences, design and communications that shape every aspect of a brand's needs through six core capabilities: Brand Strategy, Advertising, Customer Engagement and Commerce, PR and Influence, Digital Transformation, and Partnerships. Ogilvy is a WPP company (NYSE: WPP). For more information, visit http://www.ogilvy.com/, or follow Ogilvy on Twitter at @Ogilvy and on Facebook.com/Ogilvy. For more information on Ogilvy Canada, visit www.ogilvy-canada.com.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based facility, licensed under the Cannabis Act, was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca. 

Email: investors@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Receives Processing License From Health Canada

VANCOUVER, BC, April 1, 2019 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”), is pleased to announce that the Company’s wholly-owned subsidiary, Toronto Herbal Remedies Inc. (“THR”), a licensed producer under the Cannabis Act, has received a processing licence from Health Canada effective March 29, 2019 (the “Processing License”). The Processing License allows THR to produce cannabis oil and related products and will also allow the Company to conduct certain research and development activities, including the formulation of proprietary beverage products.

“We are making steady progress towards achieving Sproutly’s mission of delivering a safe and consistent whole plant experience from cannabis, with a lead position in the beverage market. The Processing License grant is a major milestone towards the path to commercializing our cannabis beverages and other edible products. Specifically, for cannabis beverages, we can now continue to advance our formulation work at our own production facility as we prepare for the legalization of cannabis beverages later this year,” said Keith Dolo, CEO & Director. “Our plan is to deliver cannabis beverages that will not only look and taste great, but also where consumers will feel the cannabis effects within five minutes and dissipate within 90 minutes. With Infuz₂O’s fast onset and fast offset characteristics the experience is more similar to drinking a beer, compared to traditional cannabis oils that have an unpredictable, multi-hour experience.”

“We have completed a substantial amount of formulation work to-date with our proprietary, naturally produced, water soluble cannabinoids, which we have named Infuz₂O. With the grant of our Processing License, we can extend formulation development work with the cannabis strains which we plan on utilizing in our cannabis beverages in Canada.  It also allows us to perform the required shelf-stability and other necessary testing to be ready for the legalization of cannabis beverages later this year,” commented Dr. Arup Sen, Chief Science Officer & Director. “In addition to the anticipated launch of our cannabis beverages utilizing Infuz₂O, we are equally excited about commercializing products containing our Bio Natural Oils, which provide substantially different characteristics than other oil-based products on the market today. Our Bio Natural Oils deliver the full-spectrum of cannabinoids and terpenes of the strain from which they are made, and thus empower the consumers to enjoy the experience of their preferred strain of choice in an edible form” he added.

About APP Technology

APP Technology is a proprietary process exclusively licensed from Infusion Biosciences Inc. (“Infusion Biosciences Inc.”) for certain jurisdictions. The technology is able to gently recover both the water-soluble bioactive materials as well as the plant’s oil-based materials and other phytochemicals present in the plant which include beneficial terpenes, vitamins, micronutrients and other plant oils. The technology uses a patent pending process, proprietary reagents and trade-secrets to accomplish this. APP Technology produces two unique finished ingredients from cannabis and hemp plants: 

• Infuz₂O– A naturally water-soluble cannabis solution which fully dissolves in water and can be directly added in beverage formulations to deliver the effects of cannabis with a fast onset time of less than 5 minutes, clearing (offset) within 90 minutes; and,

• Bio Natural Oil – Cannabinoid oils directly infused into natural oils for edibles or topical application while retaining strain specific characteristics.

The development of Infusion Biosciences’ APP technology and the creation of its Infuz₂O and Bio Natural Oil, is based on over 12 years of R&D on the recovery of water-soluble phytochemicals from medicinal plants and over 25 years in discovery and development of biotechnology and pharmaceutical drugs.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based facility, licensed under the Cannabis Act, was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contact:  Keith Dolo, Chief Executive Officer of Sproutly Canada

Email: investors@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of 

Sproutly Comments on Market Trading Activity

VANCOUVER, BC, March 28, 2019– Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”), today is responding to a request from the Investment Industry Regulatory Organization of Canada (“IIROC”) due to the recent trading activity in the Company’s stock. The Company is currently negotiating with a beverage company regarding a potential partnership to jointly develop and market cannabis-infused beverages (the “Potential Transaction”). Sproutly remains optimistic that the Potential Transaction will be successfully completed by the end of April, however there can be no assurances that the Potential Transaction will be completed, or completed in a timely manner. In accordance with applicable disclosure requirements, Sproutly will advise the market of any material transaction as it occurs.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Announces Premium Recreational Cannabis Flower Brand: CALIBER

VANCOUVER, BC, March 18, 2019– Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce Sproutly’s premium cannabis brand for the recreational market: CALIBER, designed for the cannabis connoisseur and delivered via Sproutly’s craft cannabis flower production. The Company’s anticipated beverage, edible and derivative products are expected to be marketed under a complimentary portfolio of brands.

“Sproutly’s CALIBER brand is being curated with the cannabis connoisseur in mind, a segment we believe to be the largest and most attractive consumer base for high-quality craft cannabis flower. CALIBER is targeted to adults who are looking for a brand distinguished by its consistently premium quality flower and smokable products. As consumers begin to navigate the newly-legalized recreational cannabis market, it is our belief that there is an opportunity within the consumer space for a premium brand backed by consistent and superior product quality.” commented Melise Panetta – Vice President of Marketing and Sales.

CALIBER will be the brand under which Sproutly will market its high-quality, small-batch flower and smokable products produced in its Toronto Herbal Remedies (“THR”) production facility. THR is an indoor 16,600 sq. ft. production facility located centrally in the Greater Toronto Area (“GTA”). THR utilizes state-of-the-art production and climate-control technology and methods designed to pharma-grade standards which enables it to produce ‘top-shelf’ premium cannabis flower.

Following the receipt of a sales license from Health Canada and ahead of distributing its flower products, Sproutly will roll out a CALIBER brand campaign in compliance with Health Canada's guidelines that will provide consumers with important product education and information, brand highlights, and the vision behind the brand.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, licensed under the Cannabis Act facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Provides Strategic Update

VANCOUVER, BC, February 13, 2019– Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to provide a strategic update on the development of its business to date. Sproutly continues to make substantial progress towards its goal of becoming a global cannabis beverage and edibles company.

“Sproutly has made significant progress towards building a world-class cannabis beverage and infused product company since going public in July of last year” said Keith Dolo, CEO and Director. “We have been successful in acquiring the exclusive rights to Infusion Biosciences’ APP technology, in certain jurisdictions, which is able to produce naturally water-soluble cannabinoids that deliver the full experience of cannabis paralleling the onset and offset profiles of smoking.  From there, we have made steps to bring in the people and the resources to build a global cannabis branded company focused on beverage and infused products” he added.

First Harvest

Sproutly completed its first two harvests of its premium quality, small batch cannabis at its state-of-the-art Toronto Herbal Remedies (“THR”) production facility in Toronto. The results from the harvest were much better than the Company’s internal production expectations. The Company is hoping to achieve the same production results across all 12 of THR’s flowering rooms in its full-scale production; in the event that this is achieved, the total production capacity at THR will increase materially. This is an important milestone for the Company as it looks to ramp up production and shift into sales and extraction as licensing is granted.  

“We are very happy with the results of our first two harvests, which produced highly efficient yields for an initial grow.”  Said Bryan Semkuley, President of Sproutly.  “This is a tremendous milestone for the company, as these harvests are the first step towards our production objectives.   We are on track to meet our calendar 2019 production targets and expect multiple successful harvests as we continue to build on this initial success.”

As a result of the success of the first two harvests, plants are scheduled to be introduced into an additional 10 grow rooms within the next few weeks. The Company is on track to ramp up for full production in calendar 2019 and starting to plant a new room each week moving forward in its perpetual harvest plan. 

Licensing

The Company continues to progress on its operational plan with respect to cultivation and extraction and had met its objectives for calendar 2018. Its ACMPR license has been migrated to the Cannabis Act which now provides the ability to sell cannabis to other licensed producers. Further, as of November 10, 2018, the Company also received license amendments approving all of the remaining 16,600 square feet at the facility for additional grow and operations and cultivation.

On November 1, 2018, the Company announced that has submitted an “addition of activity” in the month of October, to its Health Canada license, in order to produce cannabis oils. Granting of this license amendment will allow for the Company to begin extraction operations and R&D in its THR Facility.

Brand and Product Development

The Company is currently developing its brand strategy around its high quality, small batch flower and anticipates launching in conjunction with receiving its sales license.  

Following the legalization of adult use recreational cannabis in Canada in 2018, cannabis edibles are expected to be legalized later in 2019.  As the Company approaches the legalization of edibles and beverages, Sproutly is developing its brand and partnership strategy with respect to APP technology.  Sproutly will look to maximize the use of the exclusive Canadian license for APP Technology that it obtained through the acquisition of Infusion Biosciences Canada Inc. APP Technology is a patent-pending process that gently recovers naturally water-soluble cannabinoids as well as natural oils; recovering between 85% - 90% of the total bioactive cannabinoids in the plant.

Sproutly is preparing for the coming launch of cannabis infused beverages in Canada and is contemplating a number of strategies including partnering with existing brands and launching its own portfolio of beverages. The Company has, and continues to be, engaged in discussions with beverage companies on possible partnerships, but cannot guarantee that these discussions will lead to a transaction on terms acceptable to the Company.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Announces Financial Results for the Third Quarter of 2018

VANCOUVER, B.C., January 29, 2019 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FRA: 38G) (“Sproutly" or the “Company”) today announced the Company’s financial results for the three and nine months ended November 30, 2018.

"We continued to make significant progress toward a number of our key corporate initiatives in Q3.  We completed a $20.7 million bought deal financing, which strengthened our balance sheet and provides us the ability to accelerate our objectives for fiscal 2020." said Keith Dolo, Chief Executive Officer of Sproutly.  “In addition, we added key personnel and advisors, and began cultivation at THR.  With the completion of these milestones and the proceeds of our recent financing, we are well positioned to execute on our plans to advance the business towards our short term and midterm goals.”

Highlights for the Third Quarter Ended November 30, 2018

• Cash position of $11.5 million as at November 30, 2018, up from $0.3 million as at August 31, 2018, as a result of completing a $20.7 million bought deal financing in the quarter.  The Company also reported working capital of $4.2 million at November 30, 2018.

• The Company entered into a letter of intent with Global Canna Labs Limited, the Caribbean’s largest medical cannabis producer, to establish a joint venture for the purpose of developing, producing, distributing, marketing and selling cannabis infused beverages, edibles and topical products derived from Sproutly’s fully licensed APP Technology.

• The Company completed the development and formulation of an initial portfolio of functional beverages with its proprietary naturally water soluble cannabinoids (“Infuz2O”).  The beverages combine recently licensed rights for the proprietary water soluble mineral platform (“MiST Platform”) with Infuz20.  The initial portfolio consists of three separate cannabis/hemp infused beverages that provide the following functions: a) Focused Energy; b) Stress relief and Relaxation; and, c) Restful sleep support.

• Following the resignation of Aman Bains from the Board of Directors of the Company, Sproutly announced that the Board had appointed Michael Bellas to fill the casual vacancy left by Mr. Bains. Mr. Bellas is the founder, Chairman and CEO of Beverage Marketing Corporation and has over 45 years of experience in the beverage industry.

• The Company announced the appointment of Constantine Constandis to its Advisory Board. Mr. Constandis is global C-level executive with over 34 years of experience in the wine and spirits industry in Canada, USA, Europe and Asia

Conference Call and Webcast Information

Sproutly will host a conference call on Tuesday, January 29, 2019 at 10:00 AM Pacific Time, 1:00 PM Eastern Time to answer questions about the Company’s financial highlights.  The dial-in numbers for the conference call are 1-800-319-4610 (Canada/USA toll free) or +1-604-638-5340 (International). Please dial in 5 – 10 min prior to the scheduled start time.

Consolidated Financial Statements and Management's Discussion and Analysis

The Company’s unaudited consolidated interim financial statements and accompanying notes as at and for the three and nine months ended November 30, 2018, and the Company's Management's Discussion and Analysis for the three and nine months ended November 30, 2018 are available under the Company's profile on SEDAR at www.sedar.com.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca.

Contact:

Keith Dolo, Chief Executive Officer of Sproutly Canada

Email: investorrelations@sproutly.ca

Forward-Looking Statements 

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Announces Engaging Hybrid Financial LTD for Marketing Services

VANCOUVER, BC, January 3, 2019 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce it has retained Hybrid Financial Ltd. ("Hybrid") to provide marketing and investor relations services, pursuant to an agreement (the "Agreement") and commenced marketing services on January 2, 2019. Hybrid has been engaged to heighten market awareness and brand awareness for Sproutly and to broaden the Company's reach with investors.

Hybrid is a sales and distribution company working in the financial industry on behalf of clients across several market sectors. Hybrid's unique approach helps effectively and efficiently build brands and launch products on behalf of small, medium, and large clients. Offices in Toronto and Montreal allow Hybrid to comprehensively cover both United States and Canadian markets.

“We are excited to be working with Hybrid to increase and expand our investor awareness through their pro-active marketing efforts.  We have been actively growing our company since going public in July and we are excited to be partnering with Hybrid and their successful, proven model,” said Keith Dolo, CEO of Sproutly.

The 6-month agreement has Hybrid being compensated at C$14,000 per month, in addition to an option to purchase up to 350,000 shares of the company, to be awarded in two installments, 50% set within one week of the agreement commencing, and 50% in April 2019. The options will be exercisable at market price when awarded and have a 5-year expiry.

There is no prior relationship between Hybrid and the Corporation, nor is there any direct or indirect interest in the Corporation or its securities or any right or intent to acquire such an interest on the part of Hybrid.

Sproutly Announces Receipt for Final Short Form Prospectus and Deemed Exercise of Special Warrants

VANCOUVER, B.C., December 20, 2018 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB:SRUTF) (FRA: 38G) (“Sproutly” or the “Company”) is pleased to announce that it has filed a final short form prospectus (“Prospectus”) and obtained a receipt (the “Receipt”) in each of the provinces of British Columbia, Alberta, Manitoba and Ontario to qualify the distribution of 15,400,000 equity units (the “Equity Units”) issuable upon the deemed exercise of 15,400,000 equity special warrants (the “Equity Special Warrants”) of the Company, and 10,750 convertible debenture units (the “CD Units”) issuable upon the deemed exercise of 10,750 convertible debenture special warrants (the “CD Special Warrants” and, together with the Equity Special Warrants, the “Special Warrants”) of the Company previously issued on October 24, 2018 on a private placement basis pursuant to prospectus exemptions under applicable securities legislation (the “Offering”).

The Prospectus also qualifies the distribution of 1,078,000 broker equity warrants (the “Broker Equity Warrants”) issuable upon exercise of 1,078,000 broker equity special warrants (the “Broker Equity Special Warrants”) of the Company and 788,333 broker convertible debenture warrants (the “Broker CD Warrants”) issuable upon exercise of 788,333 broker convertible debenture special warrants (the “Broker CD Special Warrants” and, together with the Broker Equity Special Warrants, the “Underwriter Securities”) of the Company which were issued to Canaccord Genuity Corp., Eight Capital and Haywood Securities Inc. (collectively, the “Underwriters”) as partial consideration for their services rendered in connection with the Offering.

Each Broker Equity Warrant is exercisable at $0.65 to acquire one equity compensation unit (each, a “Broker Warrant Unit”) until October 24, 2020. Each Broker Warrant Unit shall be comprised of one common share of the Company (each, a “Broker Share”) and one-half of one common share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Broker CD Warrant is exercisable at $0.75 to acquire one convertible compensation unit (each, a “Convertible Compensation Unit”) until October 24, 2020. Each Convertible Compensation Unit shall be comprised of one Broker Share and one-half of one Warrant.

As a result of obtaining the Receipt, the Company has delivered a notice to the special warrant agent and the Underwriters that the Special Warrants shall be deemed to be exercised no later than December 27, 2018. The Underwriter Securities shall also be deemed exercised no later than December 27, 2018 in accordance with their terms. Following the deemed exercise of the Special Warrants and the Underwriter Securities, the Company will issue the Equity Units and the CD Units to the purchasers under the Offering, and the Broker Equity Warrants and the Broker CD Warrants to the Underwriters.

For more information on the Offering, please refer to the Prospectus, as well as the Company’s news release dated October 24, 2018, available on the Company’s profile on SEDAR at www.sedar.com.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release, other than statements of historical facts, including statements relating to the expected timing of the deemed exercise of the Special Warrants and the Underwriter Securities, are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that the Special Warrants and the Underwriter Securities will be exercised in accordance with the special warrant indentures or certificates governing such securities. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, risks that the deemed exercise of the Special Warrants and the Underwriter Securities will not occur at the time anticipated by the Company. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Sproutly Announces Hiring of New President from Anheuser-Busch Inbev and Kimberley Clark

VANCOUVER, BC, December 6, 2018 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce the hiring of Bryan Semkuley to the senior leadership team as President of Sproutly to accelerate the Company’s strategic objectives of becoming a leading cannabis formulations company focused on beverages.

“We are pleased that Mr. Semkuley has chosen to join the leadership team of Sproutly as President,” said Keith Dolo, CEO and Chairman of Sproutly. “Bryan brings significant experience in branding, marketing, sales, and most importantly global product innovation and expertise from recognized multinational consumer packaged goods and beverage companies.  Our ability to continue executing on our business objectives, defining our competitive advantages, and attracting top talent to our management team and board of directors further validates our commitment to becoming a leading cannabis company with a clear focus on the beverage category,” he concluded.

Bryan Semkuley is a seasoned executive with over 30+ years leading global innovation and marketing teams for Fortune 200 companies including Kimberly-Clark (NYSE:KMB), Anheuser-Busch InBev (NYSE:BUD), and Labatt. Mr. Semkuley will focus on the execution of the Company’s strategic objectives, development of its operational plan, and will work diligently to tie in the different vertical divisions of sales, marketing, product innovation, operations, and branding to deliver top-line growth.

Mr. Semkuley has extensive experience and a proven established track record of building new and existing brands and businesses through new product development, channel relationships and commercial innovation.  Prior to joining Sproutly, Mr. Semkuley was Vice President, Global Innovation/Industrial Sector at Kimberly-Clark, a US$19B NYSE-listed American multinational consumer packaged goods company focused on personal care products.  Before joining Kimberly-Clark, Mr. Semkuley spent over 25 years at Anheuser-Busch InBev, a US$130B NYSE-listed beverage company, and Labatt as Vice President Global Innovation, Vice President Global Brand Marketing, and Vice President Marketing, amongst other roles.

“Bryan’s experience leading R&D, marketing and product innovation teams of more than 70 plus key staff, specifically focused on new product development, new global revenue streams, and creating brands that win, will provide value through Sproutly’s continual advancement to become a leader in cannabis beverages and formulations,” said Keith Dolo.

Mr. Semkuley commented, “I look forward to joining the Sproutly team and building the business during a very exciting time for the industry. Building new brands and businesses has been a passion of mine. I look forward to future success of Sproutly, especially with our exciting technologies.”

The appointment is subject to customary approvals of the Canadian Securities Exchange.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

Sproutly Announces Hiring of Previous Executive from SC Johnson and Pepsi

VANCOUVER, BC, Dec 4, 2018 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce the hiring of Melise Panetta to the senior leadership team as Vice President of Sales and Marketing to focus on the Company’s branding, marketing and sales objectives of becoming a leading cannabis formulations company focused on beverages.

Melise Panetta most recently led the sales strategy as Director of Sales for SC Johnson, a privately held global consumer packaged goods company, responsible for delivering profitable category and brand growth for 200+ customers across multiple classes of trade including Sobeys, Save on Foods, London Drugs, and Federated Co-op among others. Prior to her role as Director of Sales, Melise was Head of Marketing with responsibilities including realigning their investment strategy behind brands, establishing their strategic net revenue framework, and delivering strong market share gains. Previous to SC Johnson, Melise held roles of increasing responsibility at PEPSICO, Inc. (NASDAQ: PEP)for 8 years, and most recently as Senior Marketing Manager, Corporate Initiatives.

Melise holds a Master of Business Administration from York University and a Bachelor of Science in Biology, Honors, from University of Western Ontario.

“We are very excited for Melise to be joining the Sproutly leadership team. She brings a tremendous amount of sales, marketing, and branding experience from established consumer packaged goods and beverage companies to Sproutly,” said Keith Dolo CEO of Sproutly. “Her proven track record, along with her drive to form winning brands will allow Sproutly to successfully deliver on our product brand strategy,” concluded Keith.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

Sproutly Adds Former Pernod Ricard Beverage Executive to Advisory Board

VANCOUVER, BC, November 29, 2018 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce the appointment of Constantine Constandis to the Advisory Board.

Mr. Constandis is global C-level executive with over 34 years of experience in the wine and spirits industry in Canada, USA, Europe and Asia. Mr. Constandis was a former senior executive with Pernod Ricard SA (RI:EN Paris), the €37B publicly traded producer of wine and spirits who’s global portfolio includes leading brands such as Absolute Vodka, Jameson, The Glenlivet, and Beefeater, among others; most recently serving as President of Pernod Ricard China and Pernod Ricard Asia Travel Retail.  Prior to Pernod Ricard, Mr. Constandis was the CEO of Corby Spirit and Wine Ltd (TSX: CSW.A, CSW.B) the TSX listed alcohol manufacturing and distribution company whose portfolio includes some of the most renowned brands in Canada, including J.P. Wiser’s Canadian whiskies, Lamb’s rum, Polar Ice vodka and McGuinness liqueurs. Mr. Constandis also previously held senior roles at Seagram Company Ltd., including CFO, Europe & Africa. Mr. Constandis holds a Bachelor of Commerce from Concordia University and is a Qualified Chartered Accountant.

“We are very pleased with the addition of Constantine Constandis to Sproutly’s Advisory Board” said Keith Dolo, President and CEO of Sproutly. “Constantine is committed to becoming an active member of the Company’s Advisory Board. His experience in brand building, operations, sales and marketing in the highly-regulated spirits industry will prove to be extremely valuable to Sproutly as it continues to develop into a leading cannabis beverage company” he concluded.

As a result of the board currently being at its maximum capacity, Constantine will be initially appointed to the Advisory Board until the company’s next Annual General Meeting, at which time the board intends to nominate a larger Board of Directors which will include Constantine as an independent Board of Director member.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

Sproutly Adds Seasoned Beverage Executive Michael Bellas to the Board of Directors

VANCOUVER, BC, November 28, 2018 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce that Michael Bellas, CEO and founder of Beverage Marketing Company (www.beveragemarketing.com) has joined the Company’s board of directors. Mr. Bellas is a seasoned beverage executive who brings over 45 years of experience working with leading beverage companies across all beverage categories.

“Mr. Bellas is among the most respected names in the beverage industry and we are extremely pleased that he has joined our board of directors,” said Keith Dolo, President and CEO of Sproutly.  “His experience in the beverage industry, working with some of the largest global companies and brands in the beverage sector adds tremendous value to Sproutly’s mission,” he added.

“I have been working in the beverage industry for a long time and have always looked for innovative technologies and companies that could disrupt the industry. As part of my due diligence, I have been working with global beverage companies to achieve a better understanding of APP Technology. It is my belief that Infuz20 demonstrates significant competitive advantages as compared with emulsion and encapsulation methods and solves a number of formulation challenges presented by these incumbent technologies” said Mr. Bellas. “The APP technology licensed by Sproutly will make the production of true consumer beverages with natural ingredients from cannabis plants a reality” he concluded.

About Michael Bellas:

Michael Bellas is founder, Chairman and CEO of Beverage Marketing Corp. (“BMC”), New York City-based Beverage Marketing Corporation is the leading consulting, research and advisory services firm dedicated to the global beverage industry. BMC’s research/analytics group offers more than 30 market reports on trends in the beverage and allied industries. Mr. Bellas has been a leading spokesman, consultant, writer, editor and speaker in the beverage community for more than 45 years.

Mr. Bellas has provided strategic and long range planning counsel to the majority of the leading beverage companies in each of the key beverage segments. He has led numerous client engagements involving new growth initiatives, market entry planning, brand development/revitalization, domestic and international marketplace assessments and sales/distribution strategy development. Mr. Bellas has also led numerous M&A, company and brand valuation and due diligence engagements. He has extensive international experience having executed numerous assignments in Latin America, Europe and Asia. In addition, Mr. Bellas is founder of the leading industry conference The Beverage Forum, where he continues to be the keynote opening-day speaker.

Mr. Bellas is a graduate of Yale University, he holds the Juris Doctor degree from the University of Michigan and an MBA from Columbia University, where he was a McKinsey Scholar.

In order to accommodate the immediate addition of Mr. Bellas to the Board, an existing board member is required to step down.  Aman Bains has willfully agreed to step down to allow for Mr. Bellas to join. Mr. Bains will continue to remain actively involved in the company leading Sproutly’s international business development plans.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients (Infuz2O) and our Bio-Natural Oils will deliver revolutionary brands to growing international markets for consumer beverage products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer base, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

Sproutly Canada, Inc. Subsidiary, Toronto Herbal Remedies, Receives License to Sell to Other Licensed Producers and Expands Growth Production Footprint

VANCOUVER, BC, November 20, 2018 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce that the license of its wholly-owned subsidiary, Toronto Herbal Remedies Inc. (“THR”) under the Access to Cannabis for Medical Purposes Regulations (“ACMPR”) has been migrated to the Cannabis Act and its regulations. The issuance of the new cannabis license includes the ability to sell cannabis to other licensed producers in accordance with subsection 11(5) of the Cannabis Regulations.

As of November 10, 2018, THR also received license amendments approving all of the remaining 16,600 square feet at the facility for additional grow and operations.  “Sproutly will continue to execute on its operational plan both within Canada as well as other regulated jurisdictions.  This is yet another step towards our facility being fully operational in 2019.  This license provides THR the ability to expedite our operational model as well as provide THR with additional avenues for the sale of our products when ready," said Keith Dolo, President and CEO of Sproutly.

The Health Canada license, issued in accordance with the Cannabis Act and Cannabis Regulations, specifically grants THR the ability to: possess cannabis; obtain dried cannabis, fresh cannabis, cannabis plants or cannabis plant seeds by cultivating, propagating, and harvesting cannabis; and, to sell cannabis in accordance with subsection 11(5) of the Cannabis Regulations.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market.

Our Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Our water-soluble ingredients and our bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Contact:

Keith Dolo, President and Chief Executive Officer of Sproutly Canada, Inc.

Email:investors@sproutly.ca

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada; satisfying the condition to the license which involves a requirement related to the mandatory cannabis testing for pesticide active ingredients; Cannabis Act and Cannabis Regulations continuing to exist and operate as expected; the continued existence and validity of the license granted to Toronto Herbal Remedies; changes in cannabis research or the general public’s perception of cannabis; and the ability to operate the business as expected.  Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Signs LOI with the Largest Caribbean Medical Cannabis Producer to Establish a Joint Venture to Sell Cannabis Infused Beverages and Oil Products

VANCOUVER, BC, November 13, 2018 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) is pleased to announce that it has entered into a letter of intent with Global Canna Labs Limited (“Global Canna Labs”), the Caribbean’s largest medical cannabis producer, to establish a joint venture for the purpose of developing, producing, distributing, marketing and selling cannabis infused beverages, edibles and topical products derived from Sproutly’s fully licensed, APP Technology (the “LOI”).

“Partnering with Global Canna Labs on this joint venture allows Sproutly to expand its business outside of Canada with a leading, low cost cannabis cultivator in Jamaica that has proven distribution across the Caribbean and expanding into the European Union,” said Keith Dolo, President and Chief Executive Officer. “This partnership will enable Sproutly to diversify its product portfolio and accelerate its global distribution network from a low-cost regulated jurisdiction.”

Paul Glavine, Chief Executive Officer of Global Canna Labs said, “We are eager to roll out this partnership with Sproutly on their APP technology. We have explored a number of options regarding extraction and cannabis technology solutions for beverage and derivative products – APP Technology is in our view the superior choice for beverage formulations.  With our current supply and expansion plans to over 1 million square feet of cultivation, we see this partnership with Sproutly as a step towards utilization of our large-scale production towards a finished-product strategy.”

Proposed Terms of Joint Venture

The joint venture is expected to be structured as a newly formed, jointly owned company with its own board of directors (the “JV”). Sproutly will have a 50% interest and Global Canna Labs will own the remaining ownership interest.  Global Canna Labs will be responsible for cannabis biomass production and procurement and day-to-day operations of the JV.

Global Canna Labs is also responsible for all costs relating to producing final products for sale, including any equipment needed to produce beverages, edibles or other cannabis derivatives and will leverage its existing production facility and staff for the JV.  These costs will be decided upon by the board along with the determination of the product lines to be produced.

Sproutly will be responsible for providing access to the APP Technology, supplying reagents, and beverage/product formulation capabilities (including its functional beverage formulation portfolio) for products to be formulated from Infuz20 and Bio Natural Oil.  The products are expected to be sold in Jamaica and the rest of the Caribbean with potential expansion into additional European countries that allow for the import of cannabis products from Jamaica. The list of jurisdictions and product lines will be finalized and disclosed in the definitive agreement.

The signing of the definitive agreement and establishment of the joint venture is expected to occur in January 2019.

About Global Canna Labs Limited

Global Canna Labs is the Caribbean’s largest medical cannabis producer and the first in Jamaica to be issued a Tier 3 license.  Global Canna Labs has its cultivation facility on 6.23 acres with a legal limit of 200,000 cannabis plants.  Currently it has 31,000 sqf of greenhouses with an additional 27,000 sqf of expansion planned for its greenhouse operations.

Global Canna Labs operates 220,000 sq.ft. of outdoor cultivation with plans to expand to over 1 million sq.ft. in 2019.  Global Canna Labs is strategically located in the city of Montego Bay Jamaica, which is ideal for its proximity to a global logistics hub.  Global Canna Labs is currently constructing a 6,000 sq.ft. packing and drying facility to EU-GMP and U-GACP specifications.

The company also accesses a proprietary distribution partnership via its 25% strategic investment in Zimmer and Company, the only pharmaceutical distribution licensed company focused on CBD/THC distribution in the Caribbean with an existing 61 products approved by the Jamaican Ministry of Health for import and export.  Currently, Zimmer is in 100 retail locations in Jamaica and now Trinidad.

For more information, please visit www.globalcannalabs.com

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage and cannabis products and obtaining all applicable regulatory approvals from global jurisdictions including Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Develops Cannabis and Hemp Infused Functional Beverage Portfolio

VANCOUVER, B.C., November 8, 2018 – Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FRA: 38G) (“Sproutly" or the “Company”) is pleased to announce that it has completed the development and formulation of an initial portfolio of functional beverages with its proprietary naturally water soluble cannabinoids (“Infuz2O”).

The beverages combine recently licensed rights for the proprietary water soluble mineral platform (“MiST Platform”) with Infuz20. The initial portfolio consists of three separate cannabis / hemp infused beverages that provide the following functions: a) Focused Energy; b) Stress relief and Relaxation; and, c) Restful sleep support.

The Company is currently in the midst of medicinal and adult-use brand development, including its functional beverage line. The initial beverages are anticipated to be ready for consumers if and when Health Canada allows consumer beverage products to be legal for sale.

“The focus of the Company has been to develop products that will distinguish our functional beverages from cannabis/ hemp beverages developed by our competitors. Our competitive advantage is to leverage the suite of proprietary water-soluble technologies we have acquired, and create a line of consumer products that taste great and have a functional purpose”, said Keith Dolo, Chief Executive Officer. “Our beverages not only cater to the emerging cannabis market but also to the large, functional beverage market that exists today”, he added.

The functional beverage category is increasingly becoming the popular choice among consumers who are seeking low-calorie, nutrient-dense options as a healthy alternative to traditional beverages. The global functional beverage market is expected to grow at a CAGR of 6.1% to US$93.68 billion by 2019, according to a new study by Grand View Research, Inc.Cannabis in its own right has a long history of being used as a way for users to address wellness and lifestyle needs. Sproutly’s functional beverage formulations address major and growing consumer health and wellness needs for the modern lifestyle.

Sproutly’s strategy is founded on its proven ability to acquire proprietary technologies related to water soluble ingredients. Sproutly is among the first in Canada to address the functional beverage market with cannabis/ hemp ingredients that are recovered from the plants in their naturally water soluble form and, therefore, can be stably combined with other water soluble micronutrients (vitamins, minerals, antioxidants, and other natural plant chemicals). These beverages are fully transparent because all the selected ingredients are truly dissolved in water and, like typical consumer beverages, can be packaged in clear glass bottles and refrigerated if desired for a refreshing taste.

Beverage Formulations & Product

The functional beverage formulations have been developed using two proprietary technologies:
1.    MiST (Minerals in Solution Technology)– 10+ years of research and development into the creation and formulation of water soluble minerals and phytochemicals; and,
2.    Infuz20 – naturally water soluble cannabinoids with onset of less than 5 minutes and offset within 90 minutes.

Sproutly’s functional beverage formulations address a number of lifestyle verticals including: mood & energy, relaxation & sleep as well as stress relief. Its functional beverage formulations utilize MiST and Infuz20 to produce enhanced water, beverages, and nutritional micronutrient supplements that include cannabis or hemp strains strategically selected to provide a synergistic experience for the recreational and medicinal markets.

The Company’s functional beverage products are expected to be its first line of cannabis/ hemp beverage as these have been taken through initial evaluations as consumer beverages by scientists from Infusion Biosciences Inc. and Micronutrient Technologies Inc. These completed evaluations include:

• blending and ratio proportions of ingredients selected based on independent scientific reports on their benefits;
• stability testing at room temperature and in refrigerator;
• formulation with natural flavors; and,
• process development for large scale manufacturing.

The current functional beverage product portfolio (which is expected to launch under a portfolio of brands to be identified at a later date) consists of:

Focused Energy Drink– Formulated to deliver mood uplifting & focused energy without the use for caffeine or stimulants. Containing a blend of minerals, vitamins, natural plant chemicals, natural flavors, and Infuz2O derived from one or more strains of cannabis to complement the experience.

Relaxation Drink– Formulated to deliver relaxation and stress relief. Containing a blend of minerals, natural plant chemicals, natural flavors, and Infuz2O derived from one or more targeted strains of cannabis to complement the experience.

Sleep and Anxiety Relief Drink– Formulated to reduce anxiety and assist restful sleep. Containing a blend of minerals, plant and other natural chemicals, natural flavors, and Infuz2O derived from a targeted variety of hemp to complement the experience.

Marketing of these beverage products will follow additional testing and will be subject to necessary approvals and licenses to be granted by Health Canada and regulatory authorities in other territories.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Sproutly’s Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Sproutly’s water-soluble ingredients and its bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit www.sproutly.ca.

Contact:

Keith Dolo, Chief Executive Officer of Sproutly Canada

Email: investorrelations@sproutly.ca

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada.  Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the expected launch of the Company’s first line of beverage products. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company successfully completing the development and production of its first line of beverage products and obtaining all applicable regulatory approvals including from Health Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, such as the Company’s inability to successfully develop and produce its first line of beverage products or the Company’s inability to obtain any necessary regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Advances its Health Canada License by Applying for an Amendment to Allow for the Production of Oils

VANCOUVER, B.C., November 1, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) is pleased to announce that its wholly-owned subsidiary Toronto Herbal Remedies Inc. (“THR”), a licensed producer under the ACMPR, located in the Greater Toronto Area (the “Cultivation Facility”) has submitted an “addition of activity” in the month of October, to its Health Canada license, in order to produce cannabis oils. Sproutly also updates, that its cannabis plants are in a very healthy state as it progresses through its cultivation phase.

“The submission to expand our license through Health Canada with our application to produce oils is a key milestone in moving our business forward” said Keith Dolo, President and CEO of Sproutly. “This is a clear demonstration of our team’s efforts and ability to meet our strategic targets by year-end. This sets in motion our broader strategy to become a leader in the cannabis consumer product space.”

"We filed the results of our second quarter on Sedar on October 30, 2018.  It was a pivotal quarter for us as we finalized a number of significant developments in the evolution of Sproutly.  In this quarter we completed our public listing on the CSE, obtained our cultivation license from Health Canada, and completed a transformational acquisition of Infusion Biosciences Canada Inc. and SSM Partners Inc.”, stated Keith Dolo, President and Chief Executive Officer of Sproutly.  “With the completion of these milestones and the proceeds of our recent $20 million financing, we are well positioned to execute on our plans to advance the business in order to scale and become the leading supplier to the cannabis beverage and edibles market.

Sproutly Announces Closing of $20.7 Million Special Warrants Bought Deal Financing

VANCOUVER, B.C. , October 24, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) is pleased to announce that it has closed its previously announced bought deal offering, including the partial exercise of the underwriters’ over-allotment option in the form of convertible debenture special warrants of the Company (the “CD Special Warrants”).   A total of 10,750 CD Special Warrants at a price per CD Special Warrant of $1,000 and 15,400,000 equity special warrants of the Company (the “Equity Special Warrants”) at a price per Equity Special Warrant of $0.65 were issued for aggregate gross proceeds of approximately $20.7 million (the “Offering”). The Offering was led by Canaccord Genuity Corp., on behalf of a syndicate of underwriters that included Haywood Securities Inc. and Eight Capital (collectively, the “Underwriters”).

As previously announced, each CD Special Warrant and Equity Special Warrant will be automatically exercised, without payment of additional consideration, on the earlier of: (i) the Qualification Deadline (as defined below); and (ii) the third business day after the Prospectus Qualification (as defined below).

The holders of CD Special Warrants will receive, upon such deemed exercise and for no additional consideration, one convertible debenture unit of the Company (the "CD Units") for each CD Special Warrant held. Each CD Unit will be comprised of one senior unsecured convertible debenture of the Company (each, a "Convertible Debenture") and 667 common share purchase warrants (each, a "Warrant").Each Warrant will entitle the holder to purchase one common share of the Company (each, a “Common Share”) at an exercise price of $0.90 per Common Share for a period of 24 months from the date of closing of the Offering.

The holders of Equity Special Warrants will receive, upon such deemed exercise and for no additional consideration, one unit of the Company (the "Equity Units") for each Equity Special Warrant held. Each Equity Unit will be comprised of one Common Share and one-half of one Warrant.

The Convertible Debentures shall bear interest at a rate of 8.0% per annum from the date of issue, payable semi-annually in arrears on June 30 and December 31 of each year. The Convertible Debentures will have a maturity date of 24 months from the closing date of the Offering (the "Maturity Date").

The Convertible Debentures will be convertible at the option of the holder into Common Shares at any time prior to the close of business on the Maturity Date at a conversion price of $0.75 per Common Share (the "Conversion Price").

The Convertible Debentures will be subject to redemption, in whole or in part, by the Company at any time following the date that is 12 months from the date of issuance upon giving holders not less than 30 and not more than 60 days' prior written notice, at a price equal to the then outstanding principal amount of the Convertible Debentures plus all accrued and unpaid interest up to and including the redemption date. Upon a change of control of the Company, holders of the Convertible Debentures will have the right to require the Company to repurchase their Convertible Debentures, in whole or in part, on the date that is 30 days following the change of control, at a price equal to 105% of the principal amount of the Convertible Debentures then outstanding plus accrued and unpaid interest thereon (the "Offer Price"). If 90% or more of the principal amount of the Convertible Debentures outstanding on the date of the notice of the change of control have been tendered for redemption, the Company will have the right to redeem all of the remaining Convertible Debentures at the Offer Price.

The Company has agreed to use its best efforts to obtain a receipt for a final short form prospectus qualifying the distribution of the CD Units and Equity Units upon exercise of the CD Special Warrants and Equity Special Warrants respectively (together, the "Prospectus Qualification") on or before the date that is 60 days following closing of the Offering (the "Qualification Deadline"). If the Prospectus Qualification does not occur before the Qualification Deadline, each holder shall be entitled to receive, without payment of additional consideration, 1.05 CD Units per CD Special Warrant or 1.05 Equity Units per Equity Special Warrant. Until the Prospectus Qualification occurs, securities issued in connection with the Offering will be subject to a 4-month hold period from the date of issue.

The Company intends to use the net proceeds of the Offering to fund expansion and other general corporate purposes.

Novus Merchant Partners Inc. acted as special financial advisor to Sproutly.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Sproutly Canada, Inc.

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and edibles market. Sproutly’s Toronto based, ACMPR licensed facility was built to cultivate pharmaceutical grade cannabis to supply a technological breakthrough in producing and formulating the first natural, truly water-soluble cannabis solution. Sproutly’s water-soluble ingredients and its bio-natural oils will deliver revolutionary brands to international markets that are clamouring for well-defined commercial products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

Sproutly Announces OTCQB Listing and Addition to the CSE 25 Index

VANCOUVER, B.C., October 12, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (OTCQB: SRUTF) (“Sproutly" or the “Company”) is pleased to announce that its common shares were upgraded and approved for trading on the OTCQB® Venture Market (“OTCQB”) in the United States and that the Company has been added to  the Canadian Securities Exchange’s CSE 25 Index (“CSE 25 Index”).

The symbol for trading of Sproutly’s common shares in the United States on the OTCQB is “SRUTF”.  Sproutly continues to trade on the Canadian Securities Exchange (“CSE”) under the trading symbol “SPR”. The OTCQB in the United States is similar to the CSE in Canada for early stage and developing international companies. To be eligible for the OTCQB, companies must be current in their financial reporting, pass a minimum bid price test and undergo an annual company verification and management certification process.

Sproutly has been added to the CSE 25 Index.The Index includes the top twenty-five securities by market capitalization contained in the CSE’s composite index. These companies account for over 50% of the weighting in the larger index and are typically stocks that attract considerable trading volume.

Sproutly Announces $20 Million Special Warrants Bought Deal Financing

VANCOUVER, B.C., September 26, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (“Sproutly" or the “Company”) is pleased to announce that it has entered into a letter of engagement with Canaccord Genuity Corp. to act as lead underwriter and sole bookrunner (“Canaccord Genuity”) under which Canaccord Genuity has agreed to purchase 10,000 convertible debenture special warrants of the Company (the "CD Special Warrants") on an underwritten basis at a price per CD Special Warrant of $1,000 for aggregate gross proceeds of $10 million (the "CD Offering"). Canaccord Genuity has also agreed to purchase 15,400,000 equity unit special warrants of the Company (the “Equity Unit Special Warrants”) on an underwritten basis at a price per Equity Unit Special Warrant of $0.65 for aggregate gross proceeds of approximately $10 million (the “Equity Unit Offering”). The CD Offering and the Equity Unit Offering are collectively the “Offering” and the CD Special Warrants and Equity Unit Special Warrants are together the “Offered Securities”. Prior to closing the Offering, Canaccord Genuity and the Company may agree to form a syndicate of underwriters.

The Company has also granted Canaccord Genuity an option to purchase up to an additional 15% of the base offering of the Offered Securities, which option is exercisable by giving notice to the Company not less than 48-hours prior to the closing of the Offering. Closing of the Offering is expected to occur on October 18, 2018. If this option is exercised in full, an additional $3.0 million will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be approximately $23 million.

Each CD Special Warrant and Equity Unit Special Warrant not previously exercised will be automatically exercised, without payment of additional consideration, on the earlier of: (i) the Qualification Deadline (as defined below); and (ii) the third business day after the Prospectus Qualification (as defined below). The holders of CD Special Warrants will receive, upon such deemed exercise and for no additional consideration, one convertible debenture unit of the Company (the "CD Units") for each CD Special Warrant held.

Each CD Unit will be comprised of one unsecured convertible debenture of the Company (each, a "Convertible Debenture") and 667 common share purchase warrants ( a " Warrant").Each Warrant will entitle the holder to purchase one common share of the Company (each, a “Common Share”) at an exercise price of $0.90 per Common Share for a period of 24 months from the date of closing of the Offering.

The holders of Equity Unit Special Warrants will receive, upon such deemed exercise and for no additional consideration, one unit of the Company (the "Equity Units") for each Equity Unit Special Warrant held. Each Equity Unit will be comprised of one Common Share and one-half of one Warrant.

The Company has agreed to use its best efforts to obtain a receipt for a final short form prospectus qualifying the distribution of the CD Units and Equity Units upon exercise of the CD Special Warrants and Equity Unit Special Warrants respectively (together, the "Prospectus Qualification") on or before the date that is 60 days following closing of the Offering (the "Qualification Deadline"). If the Prospectus Qualification does not occur before the Qualification Deadline, each holder shall be entitled to receive, without payment of additional consideration, 1.05 CD Units per CD Special Warrant or 1.05 Equity Units per Equity Unit Special Warrant. Until the Prospectus Qualification occurs, securities issued in connection with the Offering will be subject to a 4-month hold period from the date of issue.

The Company intends to use the net proceeds of the Offering to fund expansion and other general corporate purposes. The closing date of the Offering is scheduled to be on or about October 18, 2018 and is subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange and the applicable securities regulatory authorities.

The Convertible Debentures shall bear interest at a rate of 8.0% per annum from the date of issue, payable semi-annually in arrears on June 30 and December 31 of each year. The Convertible Debentures will have a maturity date of 24 months from the closing date of the Offering (the "Maturity Date").

The Convertible Debentures will be convertible at the option of the holder into Common Shares at any time prior to the close of business on the Maturity Date at a conversion price of $0.75 per Common Share (the "Conversion Price").

The Convertible Debentures will be subject to redemption, in whole or in part, by the Company at any time following the date that is 12 months from the date of issuance upon giving holders not less than 30 and not more than 60 days' prior written notice, at a price equal to the then outstanding principal amount of the Convertible Debentures plus all accrued and unpaid interest up to and including the redemption date. Upon a change of control of the Company, holders of the Convertible Debentures will have the right to require the Company to repurchase their Convertible Debentures, in whole or in part, on the date that is 30 days following the change of control, at a price equal to 105% of the principal amount of the Convertible Debentures then outstanding plus accrued and unpaid interest thereon (the "Offer Price"). If 90% or more of the principal amount of the Convertible Debentures outstanding on the date of the notice of the change of control have been tendered for redemption, the Company will have the right to redeem all of the remaining Convertible Debentures at the Offer Price.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including information concerning the Offering and the anticipated closing date and use of proceeds thereof, are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that regulatory approval of the Offering will be obtained in a timely manner; and that the agreement with Canaccord Genuity will not be terminated in accordance with its terms. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, risks that the Company will not obtain the requisite approvals or otherwise satisfy the necessary conditions precedent to complete the Offering. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.
 
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Sproutly Enters Into Exclusive Technology License With Micronutrient Technologies Inc.

VANCOUVER, B.C., August 22, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (“Sproutly" or the “Company”) is pleased to announce that it has entered into an exclusive technology license and use agreement (“License Agreement”) with Minnesota State based, Micronutrient Technologies Inc. (“MTI”) to utilize its proprietary platform known as Minerals in Solution Technology (“MiST”) for use in creating cannabis and hemp based beverages in select jurisdictions around the world. Under the License Agreement, Sproutly will be granted the exclusive right to utilize MiST and its water soluble nutritional minerals to produce enhanced water, beverages, and soluble nutritional mineral supplements that include a cannabis or hemp component for the recreational and medicinal markets. The license is applicable in Canada, Australia, Jamaica, Israel, and all countries that are part of the European Union as of the date of the Licensing Agreement. MiST is a patent-pending technology that produces a 100% water soluble form of multiple minerals (Including calcium, magnesium, zinc, potassium, sodium and trace minerals such as copper, iron, manganese, strontium) on the same molecular platform. MiST offers an unprecedented versatility in formulating unique combinations of micronutrients that address the growing consumer needs for health and wellness in modern lifestyle. MiST produces stand-alone or custom blends of minerals with other micronutrients in water solutions that will fortify a beverage in a single manufacturing step and has proven to be shelf stable in beverages for at least 2 years. The license provides Sproutly with the know-how developed over a decade in designing innovative beverages with multiple nutrients, including nutritional minerals, which are essential for health and wellness.

Keith Dolo, CEO of Sproutly, commented: “MisT is a transformational technology that will allow us to add fully water soluble minerals in different combinations, in cannabis beverages without the need for artificial chemical additives or formulation methods such as emulsification or encapsulation.” He added, “MiST, coupled with our naturally water soluble cannabinoid, infuz20, will position us to lead the cannabis industry by bringing to market, beverages that deliver the benefits of this unique plant to health-conscious consumers and the experience of the diverse varieties of cannabis and hemp in adult use markets as traditional beverages.  Sproutly is pleased announce this transaction, subsequent to the acquisition of Infusion Biosciences Canada, which strengthens our competitive advantage with beverage products that require stable, water soluble ingredients.  “

Overview of MiST

MiST, based on over 12 years of research and development, is a patent pending technology to produce nutritional minerals in water solutions by a cost-effective and scalable process. The molecular platform of MiST minerals enables beverage manufacturers to create custom combination of multiple minerals at desired proportions that can be used as a “single blend” to manufacture fortified beverages with other micronutrients including plant derived natural compounds. These minerals include: calcium, magnesium, zinc, potassium, sodium and trace minerals (copper, iron, manganese, strontium). MiST is currently commercialized in fortified bottled water and functional liquid supplements. MiST minerals have multiple benefits, which include:

·       Providing a more complete and immediate delivery to the body;

·       Allowing precise dosing;

·       Offering an easily ingestible format; and,

·       Delivering in a state where the body does not have to process further to make it available.

MiST produces highly concentrated true water solutions of essentially all nutritional minerals individually, in blends of multiple minerals, and in blends with other micronutrients with compositions that are customized for products targeting different customer bases.

About Micronutrient Technologies Inc.

MTI is a fortification technology and formulation company focused on the water, beverage, food, and dietary supplement markets. Using its proprietary platform technology known as Minerals in Solution Technology (MiST), MTI is able to produce water soluble minerals that can be used to formulate unique multi-nutrient formulations in true water solutions, as an ideal nutrient delivery system. MTI was co-founded by Dr. Sen and is currently the only company that offers multiple food grade, 100% water-soluble minerals on a single molecular platform that provides the versatility to combine multiple minerals with other micronutrients (vitamins, and natural plant chemicals) in a single water solution without artificial chemical additives.

Infusion Biosciences and Trace Research Institute Announce Research Collaboration for Developing Testing Methods for Cannabis Ingredients in Edible and Beverage Products

VANCOUVER, B.C., August 14, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (“Sproutly" or the “Company”) is pleased to announce that Infusion Biosciences Inc. (“Infusion Biosciences”), the Licensor of the APP Technology to Sproutly, has entered into a research collaboration agreement with Trace Research Institute, LLC (“Trace”), an independent research company that offers various testing, research, regulatory and consulting services for the cannabis industry in Washington State (US). Sproutly will benefit from the research collaboration as a licensee of the APP Technology from Infusion Biosciences as the Analytical Methods (defined below) are made available in the jurisdictions for which it holds an exclusive license from Infusion Biosciences.

“The development of Analytical Methods is not only a key milestone in the commercial implementation of the APP Technology, but also an answer to a challenge the global cannabis industry faces with accurately measuring cannabinoids when they are formulated into cannabis beverages using methods available today”, said Keith Dolo Chief Executive Officer of Sproutly.

Mr. Gordon Fagras, co-founder of both the Trace Research Institute and Trace Analytics, a certified independent cannabis analytics laboratory in Washington State said, “Over the last several years, the cannabis industry has been faced with the challenge of accurately measuring cannabinoids when they are formulated into beverages. Up to this point most of the products available on the market are usually based on emulsifications, encapsulation, or even ‘nano’ type technology which are largely problematic to analysis as they are highly diluted and likely bound to another compound. Some of these technologies are more robust than others, but the vast majority of these products tend to experience fall out and separation of the cannabis or hemp oils.”

Mr. Fagras further commented: “This is why our research collaboration with Infusion Biosciences is so unique in that the samples are naturally in water solution(s) where, we have seen not seen fallout of any manner so far, and thus we feel they are highly shelf stable. Modifying sample processing and analytical testing with these concentrated water solutions of cannabinoids (and terpenes) should provide us with a unique opportunity to develop analytical methods for cannabis beverages”.

“Phytochemicals such as cannabinoids and terpenes have so far been extracted as free oils from cannabis plants. Analytical methods developed to date for these oil molecules are not useful in measuring the potency of Infusion Biosciences’s “Infuz2O”, the naturally water soluble forms of these molecules produced as water solutions by Infusion Biosciences’s proprietary recovery process known as the APP technology”, said Dr. Arup Sen, Chief Science Officer of Sproutly as well as Co-Founder and Director of Infusion Biosciences. “In order to develop and sell beverage products developed using Infuz2O to deliver the benefits and experiences of cannabis plants, sensitive and robust analytical methods need to be developed”, he added.

Under the Agreement, Infusion Biosciences will supply Trace with naturally water soluble cannabis phytochemicals (“Infuz2O”) produced by Infusion Biosciences’s proprietary APP technology. The research collaboration will focus on developing and validating analytical methods for the detection and measurement of cannabis phytochemicals in water solutions (“Analytical Methods”). Under the Agreement Trace will be granted an exclusive right to use the intellectual property resulting from the collaboration to develop and commercialize analytical testing services used to qualify cannabis/hemp products in the legal jurisdictions in the United States. Infusion Biosciences will retain worldwide rights to the intellectual property for other uses.  The companies will work together to enable testing laboratories in other legal jurisdictions in the world.

Sproutly Closes Acquisition of Infusion Biosciences Canada and SSM

VANCOUVER, B.C., August 1, 2018 – Sproutly Canada, Inc. (CSE: SPR) (FRA: 38G) (“Sproutly" or the “Company”) is pleased to announce that it has completed the acquisition of all of the issued and outstanding shares of Infusion Biosciences Canada Inc. (“Infusion Biosciences Canada”) and SSM Partners Inc. (“SSM”) (collectively, the “Acquisition”).

“We are extremely excited to finalize this Acquisition, enabling Sproutly to commercialize the APP Technology in major regulated markets around the world with innovative cannabis products that target the $50+ billion bottled water and functional beverage market with naturally water soluble molecules from cannabis and hemp”, commented Keith Dolo, Chief Executive Officer of Sproutly. Mr. Dolo added, “APP Technology is a low-cost, gentle method to produce Infuz20, a ground-breaking discovery that delivers the total  effects of the strain of cannabis from which it is made; on-set effects start within approximately 5 minutes and dissipate within approximately 90 minutes.”

“Combining with Sproutly allows Infusion Biosciences to produce and sell innovative consumer products in several countries where cannabis use is legal. Together, we are positioned to leverage our APP Technology to become a leader in the beverage industry and broaden the consumer base with products that will deliver controlled doses that meet expectations for cannabis experiences”, said Dr. Arup Sen, Chief Executive Officer of Infusion Biosciences Inc. (“Infusion Biosciences”). “As a natural water solution, Infuz2O is the best means to deliver the medicinal benefits of cannabis to patients suffering from symptoms associated with major chronic diseases like cancer and pain”, added Dr. Sen.

Acquisition Highlights

The Acquisition brings together a strategically located premium cultivation facility and a key technologic innovation in the cannabis industry. Some key Acquisition highlights are:

• Significant Discovery and Recovery of Naturally Water Soluble Cannabinoids – Infusion Biosciences has discovered and produced naturally water soluble bioactive molecules that deliver the full experience of cannabis paralleling the onset and offset profiles of smoking but, avoids the undesirable features that have kept a vast majority of consumers away.

• Broadens Sproutly’s Management Team – The addition of Dr. Sen and Mr. Marcellino to Sproutly’s executive management team provides decades of experience in biopharmaceutical research, development, and technology commercialization. Dr. Arup Sen will also be joining the Board of Directors.

• Positions Sproutly to Become a Leader in Beverages, Edibles and Tinctures –Sproutly is now positioned to fulfill its mission as a vertically integrated cannabis consumer products company focused on redefining the cannabis industry with a clear focus on beverage and additional consumer products by solving the technologic limitations associated with blending oils extracted by traditional means into water.

• Exclusive License for Key Regulated Recreational and Medicinal Jurisdictions –Sproutly gains the exclusive rights for APP Technology in Canada, the European Union, Australia, Israel, and Jamaica.

• Low Cost, Scalable, Gentle Process to Produce Bioactive Molecules as an Alternative to Current Oil Extraction Methods – APP Technology is a patent-pending process that uses proprietary combinations of common dietary ingredients to gently recover naturally water-soluble cannabinoids and also the free cannabis oils in natural oils. APP Technology recovers between 85% - 90% of the total bioactive cannabinoids in the plant, distributed between Infuz20 and Bio-Natural Oil.

Pursuant to the share purchase agreement dated July 31, 2018 (the “Infusion SPA”) among Sproutly, Infusion Biosciences Canada, and Infusion Biosciences and the share purchase agreement dated July 31, 2018 (the “SSM SPA”) among Sproutly, SSM Partners, and BNO Holdings Inc. (“BNO”), each of Infusion Biosciences and BNO have received, or are entitled to receive, the following consideration:

a)     Infusion Biosciences:

1. 36,857,676 common shares of Sproutly (“Sproutly Shares”);
2. C$4,525,000 cash payment, due within 12 months from closing of the Acquisition and  subject to adjustments as set forth in the Infusion SPA; and
3. an earn-out of up to an additional 14,743,070 Sproutly Shares upon Sproutly achieving certain milestones as set forth in the Infusion SPA;

b)     BNO:

1. CAD$4,975,000 cash payment due within 12 months from closing of the Acquisition or convertible into common shares, subject to adjustments and SSM achieving certain milestones as set forth in the SSM SPA; and
2. an earn-out of up to 22,114,605 Sproutly Shares upon Sproutly achieving certain milestones as set forth in the SSM SPA.

Overview of Infusion Biosciences Canada and SSM

Infusion Bioscience Canada, through its licensing agreement with Infusion Biosciences, owns the exclusive rights to utilize APP Technology for  recreational and medicinal cannabis markets in Canada, Australia, Israel, Jamaica, Germany, and the European Union.

Infusion Biosciences is a biotechnology company focused on the discovery and commercialization of proprietary technologies that provide innovative means to deliver the experience and benefits of cannabis and hemp. Scientists at Infusion Biosciences have discovered the presence of, and developed methods to directly recover (APP Technology), water soluble forms of lipids (oils), including cannabinoids and terpenes, which naturally exist in cannabis plants. Infusion Bioscience Canada is a wholly owned subsidiary of Infusion Bioscience.

APP Technology comprises a patent pending process that uses proprietary reagents to produce two unique ready-to-consume ingredients with the full spectrum features of bioactive molecules from cannabis and hemp plants:

• Infuz2O – Bioactive molecules in their naturally water soluble state recovered in water; and

• Bio Natural Oil – Natural oils from cannabis plants infused into natural carrier oils for edible products and transdermal delivery.

SSM is a management consulting company engaged in research, product formulation, and commercialization of technologies for the cannabis industry. SSM has been tasked by Infusion Biosciences Canada with certain research and management activities related to the APP Technology.

Management Additions

Dr. Arup Sen – Proposed Chief Science Officer and Director of Sproutly

In connection with the agreements to acquire Infusion Biosciences Canada, Dr. Arup Sen will assume the role of Chief Science Officer and join the board of directors of the Resulting Issuer upon closing of the Proposed Acquisition. Dr. Sen’s business career started in the biotechnology and biopharmaceutical industry in 1982. He has managed R&D, intellectual property strategy and corporate development (negotiating and managing licenses and joint ventures) with domestic and international companies (J&J, Biomet, GCC and Tokuyama Soda of Japan, Sandoz/Novartis and others). He also has taken three companies from start-up through public trading and has served as the CEO of public and private companies. He received his Ph.D. in biochemistry from Princeton University. His nearly decade long academic career as a faculty member at the National Cancer Institute (Bethesda, Maryland) and at the Scripps Research Institute (La Jolla, California) focused on cancer research. Dr. Sen has published several dozen papers in top ranking international journals and authored a book on bone diseases. He is an inventor on a number of US patents and numerous international patents and pending patent applications in the fields of cancer therapeutics, bone repair biologics, medical therapeutic devices, and molecular diagnostics.

Paul Marcellino – Proposed Business Development Officer of Sproutly

In connection with the Acquisition, Paul Marcellino will join Sproutly as the proposed Business Development Officer.  Mr. Marcellino holds a degree in Chemistry and has served as CEO of an award-winning nutraceutical company focused on innovative cultivation, extraction and product development. Mr. Marcellino brings the ability to not only see opportunity, but also provide strategic operations leadership and networking  internationally through research, planning, and execution.

Financial Advisor

Novus Merchant Partners Inc. acted as the exclusive financial advisor to Infusion Biosciences.

Listing on Frankfurt Stock Exchange

The Company is also pleased to announce that it is now listed on the Frankfurt Stock Exchange, trading under the symbol 38G.

ACMPR Licensed Cannabis Producer Sproutly Begins Trading on the CSE under the Symbol “SPR”

Sproutly Canada, Inc. (formerly Stone Ridge Exploration Corp.) (“Sproutly" or the “Company”) is pleased to announce that effective at the open of the market today, Sproutly’s common shares will be listed and will commence trading on the Canadian Securities Exchange (the "CSE") under the three-letter ticker symbol "SPR".

Sproutly is an ACMPR Licensed Producer of cannabis that strives to meet the evolving needs of cannabis consumers across Canada. Its mission is to become a vertically integrated cannabis consumer products company, bringing together best-in-class cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry. Sproutly currently owns and operates a 16,600 sq. ft. production facility located centrally in the GTA utilizing state-of-the-art production technology and methods designed to best-in-class standards.

The Company previously announced signing of letters of intent to acquire 1) Infusion Biosciences Canada Inc, a biotech company possessing the rights to Infusion Biosciences Inc.’s (“Infusion Biosciences”) APP Technology for specific jurisdictions; and 2) SSM Partners Inc., a management company engaged in the commercialization of products and formulation services for APP Technology in specific jurisdictions, (together referred to as “Infusion Biosciences Canada” or the “Proposed Acquisition”). The transaction is expected to be completed in July.

The Proposed Acquisition brings together a disruptive and truly ground breaking technology in the growing cannabis beverage category and an ACMPR licensed producer with a strategically located cultivation facility.

Keith Dolo, CEO and Director, commented: “Pending closing of the Proposed Acquisition, Sproutly seeks to become a dominant player and provider of best-in-class cannabis products, by creating a powerful platform to serve the needs of the food and beverage industry.”

INVESTMENT HIGHLIGHTS

Licensed Producer Under the ACMPR – Its wholly owned subsidiary Toronto Herbal Remedies owns and operates a completed 16,600 sq. ft. facility with production capacity of up to 1,400 kg per year with state of the art production technology and methods designed to best-in-class standards.

Strategically Located to Service the Greater Toronto Area (“GTA”) - Cultivation Facility and distribution strategically in the GTA with the ability to service 6.4 million adults in the GTA with a same day delivery service and an oversized Level 9 Vault allows for the ability to act as distribution centre for other LP’s(1).

Transformative Acquisition of Infusion Biosciences Canada – Proprietary, patent pending recovery process (“APP”) for recovering both water soluble (Infuz2O) and Bio Natural Oil (BNO) cannabinoids with a highly scalable, low-cost recovery yields attractive economics as compared to other extraction methods that require further processing beyond extraction to produce consumable products. APP Technology produces two unique finished ingredients from cannabis and hemp plants:

• Infuz2O – A naturally water-soluble cannabis solution delivering a new form of consuming cannabis in a beverage that mimics the onset/offset features comparable to smoking It will be formulated into beverages/drinks which deliver the effects of cannabis, fully dissolving in water with a fast onset time of less than 5 minutes, clearing (offset) within 90 minutes.
• Bio Natural Oil (“BNO”) – Cannabinoid oils infused into natural edibles or transdermal delivery while retaining strain specific characteristics.

The development of Infusion Biosciences’ APP technology and the creation of its Infuz2O and BNO, is based on over 12 years of R&D on the recovery of water soluble phytochemicals from medicinal plants and over 25 years in discovery and development of biotechnology and pharmaceutical drugs.

(1) Pending Health Canada approval

About Sproutly Canada, Inc.

Sproutly is an ACMPR Licensed Producer of cannabis that strives to meet the evolving needs of cannabis consumers across Canada. Its mission is to become a vertically integrated cannabis consumer products company, bringing together best-in-class cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry. Sproutly currently owns and operates a 16,600 sq. ft. production facility located centrally in the GTA utilizing state-of-the-art production technology and methods designed to pharma-grade standards. Sproutly’s strategy is focused on developing and deploying novel technologies to formulate and market unique cannabis products in a rapidly evolving consumer market.

For more information on Sproutly please visit www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly Canada. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Sproutly Shares on the CSE and final regulatory approvals. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Sproutly Canada. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Sproutly Canada Inc. Announces Completion of Reverse Takeover Transaction and Conditional Approval to Commence Trading on July 9, 2018

Sproutly Canada, Inc. (formerly Stone Ridge Exploration Corp.) (“Sproutly Canada" or the “Company”) is pleased to announce that it has closed the previously announced proposed plan of arrangement under the Canada Business Corporations Act (the “Arrangement”) pursuant to which, among other things, Sproutly, Inc. ("Sproutly") completed a reverse takeover of Stone Ridge Exploration Corp. (“Stone Ridge”).

Immediately prior to the completion of the Arrangement, Stone Ridge completed a consolidation of its issued and outstanding common shares on the basis of one post-consolidation share for every two pre-consolidation shares. Pursuant to the Arrangement, among other things, shareholders of Sproutly received approximately two (2) post-Consolidation common shares of Stone Ridge in exchange for each common share of Sproutly held by such shareholder immediately prior to the effective time of the Arrangement. As a result of the Arrangement, former shareholders of Sproutly hold approximately 84% of the issued and outstanding common shares of the Company (the “Sproutly Shares”) immediately after completion of the Arrangement. The Company will continue the business of Sproutly as described below.

Prior to the completion of the Arrangement, the Canadian Securities Exchange (the "CSE") conditionally approved the listing of the Sproutly Shares. Listing of the Sproutly Shares is subject to, among other things, satisfaction of the customary listing conditions of the CSE. Subject to satisfaction of these and other conditions, the Sproutly Shares are expected to begin trading on the CSE on July 9, 2018 under the trading symbol "SPR".

"Sproutly Canada’s public listing on the CSE is a major milestone in the development of our business and provides investors with a unique public vehicle to participate in the Canadian legal cannabis market with a company focused on becoming a vertically integrated cannabis consumer products company, bringing together best-in-class cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry,” said Keith Dolo, Chief Executive Officer, Sproutly Canada.

Upon closing of the Arrangement, the Board of Directors of Sproutly Canada is comprised of Keith Dolo, Aman Bains, Gregg Orr, and Justin Kates. Keith Dolo has been appointed as Chief Executive Officer of Sproutly Canada, together with Craig Loverock (Chief Financial Officer) and Karin Studer (Chief Operating Officer).

A listing statement describing Sproutly Canada, prepared in accordance with the policies of the CSE, will be made available on the CSE’s website and on SEDAR at www.sedar.com. The information regarding Sproutly Canada and the Arrangement in this press release is qualified in its entirety by reference to the more detailed disclosure included in the listing statement.

Stock Option Grant

Upon closing of the Arrangement, Sproutly Canada granted an aggregate of 3,100,000 stock options (the “Options”) to purchase Sproutly Shares to certain incoming directors, officers, employees and consultants of the Company in accordance with the Company’s stock option plan. The Options will vest in equal installments every six (6) months, commencing six (6) months from the issue date and will be exercisable into Sproutly Shares until July 6, 2028.

There are currently a total of 123,060,267 Sproutly Shares issued and outstanding and options and warrants exercisable to purchase up to an additional 25,114,626 Sproutly Shares, in aggregate.

Finder’s Fee

In connection with assisting Stone Ridge in the identification, negotiation and implementation of a transaction that would result in a reverse takeover transaction of Stone Ridge, 3,853,687 Sproutly Shares (the “Finder Shares”) were issued to an arm’s length party as a finder’s fee upon closing of the Arrangement. The issuance of the Finder Shares does not result in the creation of a new “Related Person” (as such term is defined in the CSE Policies).

Financial Advisors

Novus Merchant Partners Inc. acted as the exclusive financial advisor to Sproutly.

Toronto Herbal Remedies is Granted an ACMPR License to Cultivate Cannabis from Health Canada

VANCOUVER, BRITISH COLUMBIA - June 2018 - Sproutly is pleased to announce that, via its wholly-owned subsidiary Toronto Herbal Remedies Inc. (“THR”), has received its Access to Cannabis for Medical Purposes Regulations ("ACMPR") license from Health Canada to cultivate cannabis (the “Cultivation License”). Following the granting of the license, Toronto Herbal Remedies is now permitted to cultivate cannabis at its 16,600 sq ft. facility strategically located in the Greater Toronto Area.

Keith Dolo, Chief Executive Officer of Sproutly, commented, "Achieving our Cultivation License is a significant milestone and key to implementing our strategy to become a leading vertically integrated cannabis consumer products company, bringing together pharma-grade cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry.”

This announcement follows shortly after Sproutly entered into non-binding letters of intent to Acquire Infusion Biosciences Canada Inc., a biotech company possessing the rights to Infusion Biosciences Inc.’s technology which is able to recover water soluble cannabinoids as well as the plant’s oil-based bioactive materials using a patent pending process, proprietary reagents and trade secrets (“APP Technology”) and SSM Partners Inc.

Sproutly Enters into Non-Binding Letters of Intent to Acquire Infusion Biosciences Canada

VANCOUVER, B.C., May 23, 2018 – Sproutly Inc. (“Sproutly” or the “Company”) is pleased to announce that it has entered into non-binding letters of intent (the “Letters of Intent”) to acquire: 1) Infusion Biosciences Canada Inc., a biotech company possessing the rights to Infusion Biosciences Inc.’s (“Infusion Biosciences”) APP Technology (defined below) for specific jurisdictions; and 2) SSM Partners Inc., a management company engaged in the commercialization of products and formulation services for APP Technology in specific jurisdictions, (together referred to as “Infusion Biosciences Canada” or the “Proposed Acquisition”). The transaction is expected to be completed by the end of June 2018.

Transaction Highlights

The proposed Transaction brings together a disruptive technology in the growing cannabis beverage category and a late-stage ACMPR applicant with a strategically located cultivation facility. The two companies have a fully-aligned strategy to become a provider of innovative cannabis products creating a powerful platform as a cannabis beverage company:

Significant Discovery and Recovery of Naturally Water Soluble Cannabinoids – Infusion Biosciences has discovered and been able to recover naturally water soluble cannabinoids which deliver the effects of cannabis within five minutes and dissipate within 90 minutes, paralleling the effects of smoking cannabis.

Positions Company to Become a Leader in Cannabis Beverages – Access to APP Technology, and in particular, Infuz₂O will position Sproutly, subject to the Government of Canada’s authorization of the legal sale of cannabis edible products and concentrates, as a leader in cannabis beverage for regulated markets with a solution to the traditional onset, offset and formulation challenges of cannabis oils in beverage and edibles.

Novel Low Cost and Scalable Recovery Process as an Alternative to Current Extraction Methods – APP Technology is a patent-pending process able to recover both water soluble cannabinoids and cannabis oils in a low-cost manner which is highly scalable with non-specialized equipment and organic & GRAS certified mediums.

Broadens Sproutly’s Management Team – The addition of Dr. Sen and Mr. Marcellino to Sproutly’s executive management team provides additional experience in scientific research and commercialization of disruptive technologies.

Exclusive License for Key Regulated Jurisdictions – By way of its acquisition of Infusion Biosciences Canada, Sproutly will obtain the exclusive rights for APP Technology in Canada, Australia, Israel, Jamaica, Germany, and the European Union.

Transaction Overview and Sproutly Reverse Take Over

Sproutly has entered into a binding definitive agreement dated February 7, 2018 with Stone Ridge Exploration Corp. (“Stone Ridge”) whereby Stone Ridge is to acquire a 100% interest in Sproutly, which will constitute a reverse takeover of Stone Ridge by the shareholders of Sproutly (the “Sproutly Reverse Take Over”) (together referred to as the “Resulting Issuer”). Stone Ridge trades on the Canadian Securities Exchange (“CSE”) under the ticker symbol CSE:SO.

Pursuant to the Letters of Intent, Infusion Biosciences Canada Inc. shareholders will receive consideration of 36.9 million common shares of the Resulting Issuer and $5 million of cash (the “Infusion Biosciences Canada Consideration”) for their Infusion Biosciences Canada common shares and the ability to earn an additional 14.7 million common shares of the Resulting Issuer, subject to certain earn out provisions (the “Earn Out Consideration”). Pursuant to the Letters of Intent, SSM Partners Inc. shareholders will receive consideration of $25,000 for their SSM Partners Inc. common shares with the ability to earn an additional 22.1 million common shares of the Resulting Issuer and $5 million of cash, subject to certain earn out provisions (the “SSM Contingent Consideration”).

Overview of Infusion Biosciences Canada

Infusion Bioscience Canada, through its licensing agreement with Infusion Biosciences, is the owner of the exclusive rights to utilize APP Technology for the recreational and medical cannabis markets in Canada, Australia, Israel, Jamaica, Germany, and the European Union.

APP Technology:

Infusion Biosciences is able to gently recover both the water soluble bioactive materials as well as the plant’s oil-based bioactive materials using a patent pending process, proprietary reagents and trade secrets (together “APP Technology”). APP Technology produces two unique finished ingredients from cannabis and hemp plants:

Infuz₂O – A naturally water-soluble cannabis solution; this will be formulated into beverages/drinks which deliver the effects of cannabis, fully dissolving in water with a fast onset time of less than 5 minutes, clearing (offset) within 90 minutes; and,

Bio Natural Oil (“BNO”) – Cannabinoid oils infused into natural edibles or transdermal delivery while retaining strain specific characteristics.

The development of Infusion Biosciences’ APP technology and the creation of its Infuz₂O and BNO, is based on over 12 years of R&D on the recovery of water soluble phytochemicals from medicinal plants and over 25 years in discovery and development of biotechnology and pharmaceutical drugs.

Overview of SSM Partners

SSM Partners is a management consulting company engaged in research, commercialization and formulation of technologies for the cannabis industry. SSM Partners has been tasked by Infusion Biosciences Canada with certain research and management activities related to APP Technology.

Management Additions

Dr. Arup Sen – Proposed Chief Science Officer and Director of the Resulting Issuer

In connection with the agreements to acquire Infusion Biosciences Canada, Dr. Arup Sen will assume the role of Chief Science Officer and join the board of directors of the Resulting Issuer upon closing of the Proposed Acquisition. Dr. Sen’s business career started in the biotechnology and biopharmaceutical industry in 1982. He has managed R&D, intellectual property strategy and corporate development (negotiating and managing licenses and joint ventures) with domestic and international companies (J&J, Biomet, GCC and Tokuyama Soda of Japan, Sandoz/Novartis and others). He also has taken three companies from start-up through public trading and has served as the CEO of public and private companies. He received his Ph.D. in biochemistry from Princeton University. His nearly decade long academic career as a faculty member at the National Cancer Institute (Bethesda, Maryland) and at the Scripps Research Institute (La Jolla, California) focused on cancer research. Dr. Sen has published several dozen papers in top ranking international journals and authored a book on bone diseases. He is an inventor on a number of US patents and numerous international patents and pending patent applications in the fields of cancer therapeutics, bone repair biologics, medical therapeutic devices, and molecular diagnostics.

Paul Marcellino – Proposed Business Development Officer of the Resulting Issuer

In connection with the agreements to acquire Infusion Biosciences Canada Paul Marcellino will join Sproutly as Business Development Officer upon closing of the Proposed Acquisition.  Mr. Marcellino graduated in 2005 with a degree in Chemistry and has served as CEO and Co-Founder of an award-winning nutraceutical company focused on innovative cultivation, extraction and product development. He brings his international business experience and network to the table and has assembled a team of diverse professionals with proven track records to bring Infusion Biosciences into the forefront of the global cannabis industry. Paul has both the vision and the skill needed to create and implement a plan for growth by developing teams and processes starting at a grassroots level. He has the proven ability to see opportunity and provide leadership for strategic networking that will further the success of the company through research, planning, and execution.

Financial Advisors

Novus Merchant Partners Inc. is acting as the exclusive financial advisor to Infusion Biosciences.

About Sproutly Inc.

Sproutly is an emerging Canadian cannabis company that strives to meet the evolving needs of cannabis consumers across Canada. Through its wholly owned subsidiary (Toronto Herbal Remedies Inc.) Sproutly is a final-stage applicant for licensing by Health Canada to produce cannabis under the ACMPR. It currently owns and operates a 16,600 sq. ft. production facility located centrally in the GTA with an oversized level 9 vault with capacity of up to $32 million enabling the opportunity to act as a strategic distribution hub for the Greater Toronto Area enabling same-day deliveries ⁽¹⁾. The Company’s strategy is focused on developing and deploying novel technologies to formulate and market unique cannabis products in a rapidly evolving consumer market.

Stone Ridge Exploration Corp Announces Letter of Intent to Acquire Sproutly Inc. and Financing

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

VANCOUVER, BRITISH COLUMBIA – November 23, 2017 – Stone Ridge Exploration Corp. (CSE:SO) (“Stone Ridge” or the “Company”), is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) with Sproutly Inc. (“Sproutly”) which outlines the general terms and conditions of a proposed transaction (the “Proposed Transaction”) that will result in Stone Ridge acquiring all of the issued and outstanding shares of Sproutly issued and outstanding at the time of closing (the “Sproutly Shares”).

Shareholders of Sproutly will essentially receive two (2) post-consolidation common shares in the capital of Stone Ridge (“Stone Ridge Shares”), in exchange for each common share in the capital of Sproutly held by such shareholder at the time of closing. Prior to and as a condition precedent to closing, Sproutly will have acquired all of the issued and outstanding shares of Toronto Herbal Remedies Inc. (“THR”), as discussed below. It is expected that following the closing of the Proposed Transaction, the Resulting Issuer (as defined below) will have 97,050,502 common shares issued and outstanding on a post-transaction basis.

The Proposed Transaction is currently expected to be completed by way of a three cornered amalgamation, or an acquisition of the Sproutly Shares by merger, amalgamation, plan of arrangement, reorganization, business combination, sale of all or substantially all of the assets, or exchange of assets or securities in a similar transaction between Stone Ridge and Sproutly or other similar transaction which will result in Sproutly becoming a wholly-owned subsidiary of Stone Ridge.