Zenabis Signs Subscription Agreement with National Access Cannabis

Licensed producer Zenabis Ltd. - which is merging with Bevo Agro to become Zenabis Global - has signed subscription documents to acquire up to $15 million of common shares of National Access Cannabis Corp.

VANCOUVER, Oct. 29, 2018 /CNW/ - Bevo Agro Inc. (TSXV: BVO) ("Bevo") and Sun Pharm Investments Ltd. "Sun Pharm" are pleased to announce that Zenabis Ltd. ("Zenabis") has (indirectly through Sun Pharm) entered into subscription documents (the "Subscription Documents") with National Access Cannabis (TSXV: META) for up to $15 million of common shares of NAC ("Common Shares") following the completion of certain milestones, as further described below.

NAC is a best practices leader in delivering secure, safe, and responsible access to legal cannabis in Canada. Through its Canada-wide network of medical cannabis clinics, partner pharmacies, NAC Bio's clinical research division, Meta Cannabis Supply Co.™ and NewLeaf Cannabis™ recreational cannabis retail stores, NAC enables patients and the public to gain knowledge and access to Canada's network of authorized Licensed Producers of cannabis.

Financing

Pursuant to the Subscription Documents, Zenabis will participate in a Private Placement for an aggregate amount of $15 million of Common Shares in three tranches, as outlined below.

• $5 million subscription, which has been completed on October 26, 2018 for 5,494,505 Common Shares at a price of $0.91 per Common Share;
  
  
• $5 million of additional Common Shares conditional upon NAC receiving approval for an aggregate of 50 cannabis retail locations in Canada before October 26, 2019 (the "Second Milestone"). The subscription will be at a price per Common Share equal to the lesser of (a) the volume weighted average trading price ("VWAP") of the Common Shares on the TSX Venture Exchange ("TSXV") for the last 15 trading days of the calendar month immediately preceding the date on which the of the Second Milestone is achieved; and (b) the maximum discount at which the Common Shares may be issued under TSXV policies.
  
  
• $5 million of additional Common Shares conditional upon NAC receiving approval for an aggregate of 100 cannabis retail locations in Canada before October 26, 2020 (the "Third Milestone"). The subscription will be at a price per Common Share equal to the lesser of the VWAP of the Common Shares on the TSXV for the last 15 trading days of the calendar month immediately preceding the date on which the Third Milestone is achieved; and (b) the maximum discount at which the Common Shares may be issued under TSXV policies.

"We are elated that Zenabis has chosen to invest in NAC," said Mark Goliger, CEO of NAC. "This financing represents a great validation of NAC's retail recreational and medical cannabis pharmacy models. NAC is ready to play a dominant role in providing safe and responsible legal access points across Canada, via an expected footprint of 200+ retail cannabis stores across five private retail provinces over the next 18 months under our brands, Meta Cannabis Supply Co. (META) and NewLeaf Cannabis and 100+ pharmacy partnerships."

According to CEO Rick Brar, Zenabis also sees the upsides of the NAC model. "Meetings with Mark Goliger were positive, and we recognized a lot of synergy between his vision and business plans, and our own," said Brar. "We see this investment in NAC as an important move towards building a ground level relationship with a company which has a goal of becoming the biggest, best, and most widespread retailer of recreational cannabis in this country. Our management team is fully attuned to the fact that, in order for Canadians to gain full access to adult use recreational cannabis, there needs to be a safe and extensive sales footprint for products in this new and emerging market. To that end, we see NAC as a great model to fulfill this need."

As previously announced on announced October 4, 2018, Bevo and Sun Pharm have entered into an arrangement agreement with respect to a reverse take-over of Bevo (the "Bevo-Sun Pharm Transaction"), and announced that the resulting issuer will change its name to Zenabis Global Inc.. Through Sun Pharm's subsidiary licensed producer Zenabis, Zenabis Global Inc. will have nearly 3.5 million¹ square feet of available production space. Completion of the Bevo-Sun Pharm Transaction remains subject to receipt of shareholder and all required regulatory approvals.

Zenabis Key Milestones

• On October 4, 2018 Bevo and Sun Pharm announced the RTO and the intent of Bevo to change its name to Zenabis Global Inc. upon completion of the amalgamation
• On October 5, 2018, Zenabis released a presentation introducing the combined business
• As of October 29, 2018, Zenabis has secured purchase orders from government and third party retailers/distributors in New Brunswick, Nova Scotia, British Columbia, and the Yukon Territory

About Bevo Agro
Bevo Agro is North America's leading supplier of propagated agricultural plants, operating approximately 53 acres of state-of-the-art greenhouse facilities on 98 acres of land in Langley, BC and 20 acres of land in Pitt Meadows, BC. The company has entered into a binding agreement to acquire 10.4 acres of greenhouse space on 50 acres of land in Aldergrove, British Columbia (the "Greenhouse Acquisition"). The Company's main products have been the propagation of vegetable plants such as tomatoes, peppers, cucumbers, and other plants such as bedding plants, flowers and grasses.  The Company markets its products to established greenhouse growers, nurseries and retail outlets throughout North America.

About Sun Pharm
Sun Pharm has significant experience in agriculture, technology, pharmaceutical sales, consumer packaged goods, international distribution and brand marketing, with cannabis and cannabis-related purchase orders from the provinces of New Brunswick, British Columbia, Nova Scotia, and Yukon Territory.  Sun Pharm is currently a privately-held cannabis company which has one of the largest, federally licensed indoor medical cultivation footprints in Canada, operating two licensed production facilities in British Columbia and New Brunswick, with a third expected to be coming online shortly in Nova Scotia. These facilities encompass 660,000 square feet of indoor pharmaceutical grade cannabis production space, strategically positioned on Canada's coasts, facilitating national distribution and access to international markets. Sun Pharm is currently working towards globally recognized EU GMP certifications.  Sun Pharm has a management team with decades of experience in the industry, with expertise in retail consumer packaged goods, global pharmaceutical sales and manufacturing, quality assurance, and commercialized cultivation. The growing team has more than two decades of experience in organic cultivation and distribution of herbs and nutraceutical products throughout the Americas, North Africa, and the Middle East.  Sun Pharm's sales team has more than two decades in product development, commercialization, and retail and pharmaceutical sales including international distribution.

This news release contains statements that may constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans (including with respect to retail locations and related plans), costs, projected production capacity, objectives or performance of Bevo, or the resulting issuer of the Transaction, Zenabis Global Inc., the investment referenced in this news release or the assumptions underlying any of the foregoing. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including the closing of the subsequent tranches of the Private Placement and the ability of NAC to complete the related milestones, and the completion of the Transaction, reaching the projected production capacity after planned expansion, the opening of additional retail locations, or the completion of the tranches of the financing or related milestones referenced in this news release. Forward-looking information is based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond Bevo's control. These risks, uncertainties and assumptions include, but are not limited to, those described Bevo's Management's Discussion & Analysis for the fiscal year ended June 30, 2018, a copy of which is available on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking statements. Bevo does not intend, nor does Bevo undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.

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1 After completion of planned expansions

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SOURCE Bevo Agro Inc.

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