Metropolitan Energy Corp. (MOE.H: TSXV) (the “Company”) is pleased to announce that it has entered into a

letter of intent (the “LOI”), dated July 5, 2018, to acquire Bertram Capital Finance, Inc. (“Cannabis One”), which

operates under the business name of Cannabis One, a U.S.-based, professional management corporation formed

to service the fast-growing, legal cannabis industry through real estate development and lease-back equipment

financing, operating lines of credit, consultation, and intellectual property and brand management within U.S.

state-legal markets. Cannabis One, headquartered in Denver, Colorado, is positioned to redefine the traditional,

vertically-integrated, seed-to-sale business model with a specific focus on aggregating cannabis retail distribution

and brand manufacturing.

 

Terms of the Transaction

Under the terms of the LOI, it is proposed that the Company will acquire all the issued and outstanding securities

of Cannabis One, the result of which will constitute a reverse takeover of the Company by the shareholders of

Cannabis One (the “Proposed Transaction”). The resulting issuer of the Proposed Transaction (the “Resulting

Issuer”) will operate within a number of state-legal markets throughout the U.S. and will retain manufacturing,

distribution, and licensing agreements with licensed parties. Further details concerning Cannabis One and its

operations, management and financial performance will be provided following completion of due diligence and

other requirements. The final structure for the Proposed Transaction will be subject to satisfactory tax,

corporate, securities and regulatory considerations for both the Company and Cannabis One.

Pursuant to the terms of the LOI, the Company will seek to delist from the NEX board of the TSX Venture Exchange

(the “NEX”) and intends to apply for listing of the Resulting Issuer’s common shares on the Canadian Securities

Exchange (the “CSE”), with such listing to be effective concurrent with the completion of the Proposed

Transaction. The Proposed Transaction is subject to customary conditions for a transaction of this nature, which

include the receipt of shareholder approval of both the Company and Cannabis One, the TSXV and CSE and any

other regulatory approvals. The Proposed Transaction remains subject to the negotiation and execution of

definitive agreements and the satisfactory completion of due diligence.

The Company will be requesting a voluntary halt of its common shares (the “Common Shares”) on the NEX

following the dissemination of this press release. The Company does not anticipate that its Common Shares will

resume trading until such time as the new listing has been accepted by the CSE, unless the Proposed Transaction

with Cannabis One fails to be completed, in which case the Company will request lifting of its voluntary halt on

to resume trading on the NEX.

 

Private Placement of Units

Also in conjunction with the LOI, the parties will make commercially reasonable efforts to complete a nonbrokered

private placement to raise up to CAD$6,000,000.00 through the issuance of up to 12,000,000 units (the

“Units”) at a price of CAD$0.50 per Unit. Each Unit will consist of one (1) Common Share and one half (ó) of

one Common Share purchase warrant (a “Warrant”). Each whole Warrant is exercisable to acquire one Common

Share at an exercise price of CAD$0.75 per share, subject to adjustment in certain events, for a period of 24

months.

 

For further information, contact the company at 604.283.1722.

 

Forward-Looking Information & Statements

Completion of the transaction is subject to a number of conditions, including TSXV acceptance. There can be no assurance that the

Transaction will be completed as proposed or at all. Investors are cautioned that, any information released or received with respect to

the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be

considered highly speculative.

The TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as such term is defined in policies of the TSXV) has in no

way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or

future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar

expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are

based on the parties’ current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ

materially. In particular, this release contains forward-looking information relating to the information concerning the Proposed

Transaction and the Private Placement, expectations regarding whether the Proposed Transaction will be consummated, including

whether conditions to the consummation of the Proposed Transaction will be satisfied, expectations for the effects of the Proposed

Transaction or the ability of the combined company to successfully achieve business objectives, expectations regarding whether the Private

Placement will be consummated, and expectations for other economic, business, and/or competitive factors. Various assumptions or

factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those

assumptions and factors are based on information currently available to the parties. The material factors and assumptions include the

parties being able to obtain the necessary corporate, regulatory and other third parties approvals and completion of satisfactory due

diligence. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking

information and statements are the following: the ability to consummate the Proposed Transaction and the Private Placement; the ability

to obtain requisite regulatory and securityholder approvals and the satisfaction of other conditions to the consummation of the Proposed

Transaction on the proposed terms and schedule; the ability to satisfy the conditions to the consummation of the Private Placement; the

potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies,

employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the

financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time

on the Proposed Transaction and the Private Placement. The forward-looking information contained in this release is made as of the date

hereof and the parties are not obligated to update or revise any forward-looking information, whether as a result of new information,

future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained

herein, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forwardlooking

information contained herein.

This press 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 or to U.S. Persons unless registered under the U.S.

Securities Act and applicable State securities laws or an exemption from such registration is available. Not for distribution to U.S. Newswire

Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities

laws.

 

Unlike in Canada which has Federal legislation uniformly governing the cultivation, distribution, sale and possession of medical cannabis

under the Access to Cannabis for Medical Purposes Regulations (ACMPR), readers are cautioned that in the U.S., cannabis is largely

regulated at the State level. To the Company’s knowledge, there are to date a total of 29 states, plus the District of Columbia, that have

legalized cannabis in some form. Notwithstanding the permissive regulatory environment of medical cannabis at the State level, cannabis

continues to be categorized as a controlled substance under the Controlled Substances Act in the U.S. and as such, cannabis-related

practices or activities, including without limitation, the manufacture, importation, possession, use or distribution of cannabis are illegal

under U.S. Federal law. Strict compliance with State laws with respect to cannabis will neither absolve the Company of liability under the

U.S. Federal law, nor will it provide a defence to any Federal proceeding, which may be brought against the Company. Any such proceedings

brought against the Company may adversely affect the Company’s operations and financial performance.