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Innovations in Cannabis

Sproutly is focused on becoming the leading supplier of water-soluble cannabis solutions and bio-natural oils to the emerging beverage and consumables market

Meet Sproutly

Sproutly’s core mission is to become the leading supplier to the cannabis beverage and consumables 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 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.

Innovation

Our core value is the pursuit and development of unique technologies for the production, processing, and delivery of cannabis.

Expertise

Talent drives growth. Sproutly is focused on attracting the best and brightest minds in the cannabis space while providing them with the tools and resources that will allow them to succeed.

Reliability

Sproutly will deliver products and brands that its customers and consumers can depend on.

Team

Keith Dolo

Chief Executive Officer, Director

Keith Dolo most recently served for over 13 years with Robert Half, an S&P 500, NYSE listed company. He previously...

Keith Dolo most recently served for over 13 years with Robert Half, an S&P 500, NYSE listed company. He previously held the role of Vice President for the past 8 years and prior to that held other senior roles in both operations and sales prior to joining Sproutly Inc. Mr. Dolo’s role will be to provide direction, oversight and guidance to all functions of the organization. Keith is well versed in working effectively with boards, clarifying the external and internal competitive landscape, unearthing opportunities for expansion, serving customers, and leveraging new industry developments and standards. Mr. Dolo sits on an advisory committee and a board position for two non-profits in Vancouver, BC. Keith holds a Bachelor of Commerce from the University of Saskatchewan and is an active member in the Vancouver community.

Dr. Arup Sen

Chief Science Officer, Director

Dr. Sen has 35+ years in research and executive management positions at biotechnology and pharmaceutical companies, negotiated and managed licenses...

Dr. Sen has 35+ years in research and executive management positions at biotechnology and pharmaceutical companies, negotiated and managed licenses and joint ventures with J&J, Biomet, GCC and Tokuyama Soda of Japan, Eastman Kodak and Sandoz/Novartis. His work during the past decade led to the invention of proprietary technologies that produce unique water soluble minerals, micronutrients, including phytochemicals. Arup was awarded a Ph.D. in biochemistry from Princeton University and is a former faculty member at the National Cancer Institute (Bethesda, Maryland) and at the Scripps Research Institute (La Jolla, California) focused on cancer research. Dr. Sen is the inventor on five (5) US patents and numerous international patents and pending patent applications in the fields of cancer therapeutics, bone repair biologics and devices and diagnostics.

Craig Loverock

Chief Financial Officer

Craig Loverock is a Chartered Professional Accountant with over 20 years’ experience in accounting and finance roles in Canada, the...

Craig Loverock is a Chartered Professional Accountant with over 20 years’ experience in accounting and finance roles in Canada, the United States, and England. He is presently the CFO of Contagious Gaming Inc. (CNS:TSXV). He brings with him public company reporting and transactional experience, as well as having provided CFO consulting services to a number of private high growth technology businesses, serving as the Senior Financial Advisor to the Chairman at Magna International, and acting as the Chief Compliance Officer and CFO for a private equity firm. Mr. Loverock received his B.Comm (Hons) from Carleton University in 1994 and received his Chartered Accountant’s designation from the Institute of Chartered Accountants, Ontario in 1997. He is currently the treasurer of the Durham Community Foundation.

Karin Studer

Chief Operating Officer

A seasoned executive with proven operational leadership, Karin currently champions Sproutly’s vision, mission and strategic objectives. As a Director in...

A seasoned executive with proven operational leadership, Karin currently champions Sproutly’s vision, mission and strategic objectives. As a Director in one of Canada’s leading financial institutions, she executed the strategies within the retail banking and wealth management segments, achieved market-leading business growth and maximized stakeholder value while building customer relationships and employee engagement. With an extensive regulatory background, Karin oversees the governance and compliance framework as it relates to the ACMPR rules and regulations.

Bryan Semkuley

President

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....

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 earned his Bachelor of Commerce degree with a concentration in Marketing from the University of Calgary. He has also received additional education through the University of Michigan and University of Pennsylvania schools of business. Among his numerous business awards and recognitions, Bryan is the co-author of two business model patents, a recipient of the Top 50 Marketers of the Year award from Advertising Age, and being recognized as a Top 40 under 40.

Melise Panetta

Vice President Marketing & Sales

Prior to joining Sproutly, Melise worked at General Mills, PepsiCo and most recently SC Johnson where she held an executive...

Prior to joining Sproutly, Melise worked at General Mills, PepsiCo and most recently SC Johnson where she held an executive position as the Head of Marketing | Customer Marketing for Canada, as well as Director of Sales (200+ customers across all classes of trade). She has a forward thinking mentality and has blazed new trails.  Her innovative thinking has resulted in new ways to break down consumer and customer barriers.  Whether it be relaunching Tostitos in Canada, managing 100+ SKUs in an innovation pipeline for PepsiCo or elevating SC Johnson’s relationship with key retail customers, Melise is known for employing unique strategies to deliver results. Melise earned her Honors Bachelor of Science degree from the University of Western Ontario and her Masters of Business Administration degree from York University. Among her numerous business awards and recognitions, Melise has earned a number of Best New Product Awards as well as Strategy Magazine’s Shopper Innovation award.

Paul Marcellino

Director of Business Development

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...

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.

Sproutly Canada Inc. (CSE:SPR)
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Announcements

Get the inside story with our investor deck

Sproutly, Inc.

#3318 — 1055 Dunsmuir Street

Vancouver, BC V7X 1L2

778.945.6868

info@sproutly.ca

Sproutly Announces First Commercial Sale Of Cannabis Flower

VANCOUVER, BC, JUNE 17th, 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 16th 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.

For illustrative purposes only

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 13th 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 3rd annual cannabis conference on May 14that the Grand Hyatt in New York.

  • • CEO Keith Dolo will present as the Cannastocks2019 Q1 investor conference on May 15th, 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 25th.  

Dolo & Sen’s remarks come on the heels of an announcement on April 30thof 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 6-9that 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 1st, 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 8th, 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.