MMJ Completes Sale of Satipharm and United Greeneries; Acquires Interest in Harvest One Cannabis Inc.

TORONTO, ONTARIO--(Marketwired - April 27, 2017) - MMJ PhytoTech Limited (ASX:MMJ) ("MMJ" or the "Company") today confirms that it has closed its previously announced sale of 100% of the issued and outstanding shares of United Greeneries Holdings Ltd. ("United Greeneries") and Satipharm AG ("Satipharm") (the "Purchased Shares") by its wholly-owned subsidiary PhytoTechMedical (UK) Pty Ltd. ("Phyto UK"), to Harvest One Cannabis Inc. ("Harvest") (the "Acquisition").

Pursuant to a share exchange agreement dated December 7, 2016, as amended, Harvest acquired from Phyto UK all of the Purchased Shares. In consideration for the Purchased Shares, Phyto UK received $33,180,997 payable by way of a combination of $2,000,000 in cash and issuance of 41,574,662 Common Shares at $0.75 per Common Share (the "Phyto UK Share Consideration"). In consideration for the assumption by Harvest of certain intercorporate debts of United Greeneries and Satipharm owed to MMJ, MMJ received $8,819,003 payable to MMJ by way of the issuance 11,758,671 Common Shares (the "MMJ Share Consideration", and together with the Phyto UK Share Consideration, the "Share Consideration").

As a result of the acquisition of the Share Consideration, MMJ beneficially owns approximately 59.9% of the issued and outstanding Common Shares, with approximately 13.2% held directly as a result of the MMJ Share Consideration, and approximately 46.7% held beneficially through Phyto UK, its wholly-owned subsidiary, as a result of the Phyto UK Share Consideration.

The Share Consideration was acquired for investment purposes. MMJ may increase or decrease its beneficial ownership in the Company in the future, depending on, among other factors, market conditions and other factors relevant to MMJ's investment decisions. Other than the Purchased Shares, MMJ has no current intention to increase its beneficial ownership of, or control or direction over, additional securities of the Company.

The Share Consideration held by MMJ is subject to a TSX Venture Exchange Tier 1 Value Security Escrow Agreement.

About MMJ PhytoTech Limited

MMJ PhytoTech Limited (ASX.MMJ) is focused on becoming a large-scale cannabis producer, targeting direct supply to the growing Canadian medical and recreational markets which will have an estimated combined value of C$8-9 billion by 2024.

The TSX Venture Exchange (the "Exchange") has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this press release.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

The statements used in this press release may contain forward-looking statements, and are based on the opinions and estimates of management, or on opinions and estimates provided to, and accepted by, management. These opinions and estimates are used by management, and speak only as of the date of this press release. Forward-looking statements in this press release include, but are not limited to, future investment decisions by MMJ. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ, possibly significantly. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual events or results will be consistent with these forward-looking statements. Except as required by applicable law, the Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise. Readers are therefore cautioned not to place undue reliance on any forward-looking statements.