VANCOUVER, Oct. 17, 2018 /CNW/ – Metropolitan Energy Corp. (TSXV: MOE.H) (“Metropolitan”
or the “Company”), is pleased to announce that, further to its announcement on July 5, 2015, it has
entered into a definitive business combination agreement (the “Definitive Agreement”) dated
October 17, 2018 to acquire all of issued and outstanding securities of Bertram Capital Finance, Inc.
(“Cannabis One”), which operates under the business name of Cannabis One. Cannabis One is 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, intends to redefine the traditional,
vertically-integrated, seed-to-sale business model with a specific focus on aggregating cannabis
retail distribution and brand manufacturing.


Under the terms of the Definitive Agreement, Metropolitan will acquire, indirectly through its wholly
owned subsidiary incorporated in Colorado (“AcquireCo”), all of the issued and outstanding equity
securities of Cannabis One in exchange for newly created Class A subordinated voting shares
(“Subordinated Voting Shares”) and Class B super voting shares (“Super Voting Shares”), as
applicable, of Metropolitan pursuant to a merger of Cannabis One and AcquireCo, the result of
which will constitute a reverse takeover of the Company by the shareholders of Cannabis One (the
“Proposed Transaction”). Following the Proposed Transaction, Metropolitan will have cannabis
operations within a number of State-legal markets throughout the U.S. and will retain manufacturing,
distribution, and licensing agreements with State-licensed cannabis companies.

Pursuant to the terms of the Definitive Agreement, 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 Subordinated
Voting Shares on the Canadian Securities Exchange (the “CSE”), with such listing to be effective
concurrent with the closing of the Proposed Transaction. Having already received the necessary
approvals from both the shareholders of the Company and Cannabis One, the closing of the
Proposed Transaction (the “Closing”) remains subject to customary conditions for a transaction of
this nature, which includes approval from the TSX Venture Exchange for voluntary delisting of the
Company’s common shares, from the CSE for the listing of the Subordinated Voting Shares and any
other regulatory approvals.

In connection with the Proposed Transaction, the Company will be required to, among other things:
(i) change its name to Cannabis One Holdings Inc., or such other name as is agreed to by the board
of directors of Metropolitan and acceptable to regulatory authorities; (ii) replace all directors and
officers of the Company (other than Christopher Fenn) on closing of the Proposed Transaction with
nominees of Cannabis One; (iii) redesignate the common shares of the Company as Subordinated
Voting Shares; and (iv) create a new class of Super Voting Shares.

Further details of the Proposed Transaction are available in the information circular of the Company
dated September 11, 2018 and more particularly described in the Definitive Agreement which are filed
on the Company’s SEDAR profile at, and will be included in subsequent news
releases and disclosure documents (which will include business and financial information in respect
of Cannabis One) to be filed by the Company in connection with the Proposed Transaction. It is
anticipated that the closing of the Proposed Transaction will take place prior to the end of 2018. It is
intended that the common shares of the Company will remain halted until the Proposed Transaction
closes or the Definitive Agreement is terminated.


In conjunction with the execution of the letter of intent on July 5, 2018 (the “LOI”), the Company and
Cannabis One determined that the private placement described in the press release dated July 5,
2018 (the “Private Placement”) be structured as an offering of subscription receipts in the capital of
Cannabis One (“Subscription Receipts”) and be upsized to up to CAD$8,000,000. Pursuant to the
terms of the Subscription Receipts, the Subscription Receipts are automatically converted into one
share in the common stock of Cannabis One (a “Cannabis One Share”) and one-half of one (½)
Cannabis One Share purchase warrant (a “Cannabis One Warrant”) upon execution of the
Definitive Agreement.

As of the date hereof, Cannabis One has closed on Subscription Receipts and issued instructions for
the registration of the underlying Cannabis One Shares and Cannabis One Warrants representing
aggregate gross proceeds of approximately CAD$6,900,000. Cannabis One anticipates that an
additional tranche of Subscription Receipts shall be sold under the Private Placement for additional
gross proceeds of up to CAD$977,693. Cannabis One intends to use the net proceeds of the
Private Placement for general working capital.

Forward-Looking Information & Statements

Completion of the Proposed Transaction is subject to a number of conditions, including
TSXV, CSE and other regulatory acceptance and as more particularly described in the
Definitive Agreement. There can be no assurance that the Proposed Transaction will be
completed as proposed or at all. Investors are cautioned that, any information released or
received with respect to the Proposed 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.
All information contained in this news release with respect to Cannabis One was supplied by
Cannabis One for inclusion herein and the Company has relied on the accuracy of such
information without independent verification.

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 “anticipate”,
“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 an additional tranche of 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 additional tranche of 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 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 forward-
looking 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 Cannabis Act (Federal), 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 defense 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.