Trusted Brand 2016 Inc. Signs Letter of Intent for Possible Transaction

/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES/

CALGARY, Feb. 20, 2018 /CNW/ - Trusted Brand 2016 Inc. ("Trusted Brand" or the "Corporation") (TSX-V: HAH.P), is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with an arm's length private company (the "Target"). The Target has offers to purchase three ACMPR (Access to Cannabis for Medical Purposes Regulations) stage 5 licensees in Ontario and one stage 4 licensee in Alberta for a total of 372,500 square feet of production space. These acquisitions are expected to close prior to the completion of the Transaction (as defined herein).

Pursuant to the LOI, the Corporation, subject to entering into a definitive agreement (the "Transaction Agreement"), has agreed to combine with the private company by way of share exchange, merger, amalgamation, arrangement, or other similar form of transaction (the "Transaction"). 

The Transaction is an arm's length transaction and, when completed, may be considered to be the Qualifying Transaction for the purposes of the TSX Venture Exchange Inc. ("TSXV").  The Corporation has requested its common shares ("Shares") continue to be halted by the TSXV pending review of materials for the Transaction.

Trading in Trusted Brand Shares on the TSXV is halted and are expected to remain so until mid-March 2018 at the earliest.

This is an initial press release. The Corporation plans to issue a further press release once it has entered into the Transaction Agreement to provide, among other things, selected financial information respecting the private company and the Transaction.

Subject to satisfaction or waiver of the conditions precedent referred to herein, Trusted Brand anticipates the proposed Transaction will be completed prior to May 31, 2018.

Trusted Brand, a capital pool company within the meaning of the policies of the TSXV, does not have any operations and has no assets other than cash. Trusted Brand's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the TSXV.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, 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 a capital pool company should be considered highly speculative.

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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the future business and operations of Trusted Brand. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive applicable Board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. These forward-looking statements are made as of the date hereof and Trusted Brand disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

NEITHER THE 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.

SOURCE Trusted Brand 2016 Inc.

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