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
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
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.