Newstrike Resources Ltd.
TSX VENTURE : HIP

Newstrike Resources Ltd.
Up Cannabis Inc.

Up Cannabis Inc.

November 27, 2017 08:26 ET

Newstrike Reiterates Benefits of Proposed CanniMed Transaction

TORONTO, ONTARIO--(Marketwired - Nov. 27, 2017) - Newstrike Resources Ltd. (TSX VENTURE:HIP) ("Newstrike" or the "Company"), together with its wholly-owned subsidiary, Up Cannabis Inc. ("Up Cannabis"), a licensed producer of cannabis under the Access to Cannabis for Medical Purposes Regulations, is issuing the following statement to provide additional details regarding its pending acquisition (the "Transaction") by CanniMed Therapeutics Inc. (TSX:CMED) ("CanniMed"), announced on November 17, 2017. As previously announced, each Newstrike shareholder will receive 33 CanniMed shares for every 1,000 Newstrike shares held.

Creating the Premier Recreational Cannabis Brand

In just over five months since its emergence on the TSX Venture Exchange as a cannabis company, Newstrike has achieved all major milestones and continues to successfully execute its growth strategy, highlights of which include:

  • launching a strategic partnership for branding initiatives and product development with Canada's iconic musicians, The Tragically Hip, who have a social media following of approximately 700,000 followers and direct access to their loyal and active fan base;
  • conducting customer segmentation analysis confirming its partnership with The Tragically Hip is strategic in providing turnkey access to demographics aligned with the co-created brand;
  • developing a branding strategy designed to resonate strongly with the adult-use cannabis market via Up Cannabis;
  • building an internal sales and marketing team with senior leadership with relevant expertise in the food and beverage, consumer packaged goods and alcohol industries;
  • selective and cost-effective operational expansion that has increased total estimated future production capacity to approximately 400,000 square feet; and
  • the expected, imminent approval by Health Canada of Up Cannabis's application to amend its current license permitting the direct sale of cannabis in all acceptable forms to all eligible persons and thereby triggering the start of full commercial operations.

Platform for Durable Growth and Sustained Value

The Board of Newstrike believes that the Transaction brings together the leading medical brand with a high profile recreational brand to create a premier global cannabis company with distribution across Canada, complemented by an expanding presence in the growing international market.

Following completion of the Transaction, the combined company will possess:

  • aggregate annual production capacity of approximately 45,000 kg by 2019;
  • dedicated, in-house oil extraction and derivatives development facilities that will provide pharmaceutical grade oils that are expected to:
    • meet the demands of the medicinal market;
    • provide a compelling and differentiating factor in a competitive recreational market; and
  • a pro forma market capitalization in excess of approximately $600 million, improving access to lower-cost capital to fund growth initiatives and improve margins overall.

"After significant review, our Board unanimously concluded that this Transaction will allow Newstrike to quickly accelerate our brand strategy and leap-frog into the top-tier of cannabis companies in all respects: strategically, financially and operationally", said Jay Wilgar, CEO of Newstrike. "At the same time, the Up Cannabis brand will continue to expand and develop within an entity that both embodies and preserves the values we believe Canadians demand from the cannabis industry: safe and responsible use and informed choices through meaningful branding".

Newstrike believes that brand-leaders will emerge as the dominant players in the nascent recreational cannabis market and, with its strong partnerships, Up Cannabis is in an unparalleled position to become such a brand.

About Newstrike and Up Cannabis

Newstrike is the parent company of Up Cannabis, a licensed producer of cannabis that received its cultivation license on December 19, 2016. Newstrike, together with its strategic partners, is developing a diverse network of high quality cannabis brands. For more information visit www.up.ca or www.newstrike.ca

Forward-Looking Information

This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Newstrike to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements include, but are not limited to, statements relating to Newstrike's expectations with respect to: the timing and outcome of the proposed acquisition of Newstrike by CanniMed; the anticipated benefits of the acquisition of Newstrike by CanniMed to Newstrike shareholders; improvements to combined production capabilities and capacity resulting from the acquisition; the timing of an amendment to Up Cannabis' license. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

In respect of the forward-looking statements and information concerning the anticipated benefits and completion of the proposed acquisition of Newstrike by CanniMed, the Company has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the time the ability of Newstrike (and CanniMed) to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholders approvals for the acquisition; the ability of the parties to the Newstrike acquisition to satisfy, in a timely manner, the other conditions to the closing of the transaction; and other expectations and assumptions concerning the acquisition. There can be no assurance that the proposed acquisition of Newstrike by CanniMed will occur, or that it will occur on the terms and conditions contemplated in this news release. The proposed transaction could be modified, restructured or terminated. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.

Actual results could differ materially from those currently anticipated due to a number of factors and risks. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date.

Newstrike does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.

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

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