Trius and Starling Terminate Proposed Reverse Takeover

Trius Investments Inc. (“Trius”) (TSXV:TRU.H) announces that it and Starling Brands Inc. (“Starling”) agreed to terminate their proposed business combination pursuant to the business combination agreement dated July 8, 2019, as subsequently amended (the “Agreement”), among Trius, Starling, and Trius’ wholly-owned subsidiary, 11436465 Canada Inc. The termination was effective on February 27, 2020.

Joel Freudman, President and CEO of Trius, stated: “We continue to believe that Starling represents a compelling and unique growth story, led by an experienced and passionate management team. Unfortunately, due to negative developments across the cannabis sector over the past several months, we and Starling have determined that Trius needs to find another transaction candidate in the current market environment. We wish the Starling team all the best as they continue to expand and achieve significant commercial progress.”

Added Mike Reynolds, CEO of Starling, “Starling will continue to pursue alternative transactions. We will keep working hard to grow our business for the benefit of our shareholders and those who rely on our products for wellness, and believe that this difficult decision also provides flexibility to Trius and its shareholders.”

Starling has paid Trius a termination fee of CAD$125,000 in cash.

Trius will re-commence its search for new business opportunities and/or transaction partners, with a focus on established, revenue-generating businesses. In addition, Trius will seek the resumption of trading of its common shares on the NEX Board of the TSX Venture Exchange (“TSXV”).

For further information please contact:

Trius Investments Inc.Joel FreudmanPresident and Chief Executive OfficerTelephone: [phone]

Starling Brands Inc.Media Relations and Investor Relations:Tara MurphyTelephone: (647) [e-mail]         

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

All information contained in this press release with respect to Trius and Starling was supplied by the parties respectively for inclusion herein, and each party has relied entirely on the other party for any information concerning the other party. Trius does not assume any responsibility for the accuracy or completeness of the information provided by Starling.

Caution Regarding Forward-Looking Information

This press release includes statements containing forward-looking information that reflect the current views and/or expectations of management of Trius and Starling, respectively, including but not limited to expressed or implied statements and assumptions regarding Starling’s ongoing business initiatives, Trius’ resumption of its search for new corporate opportunities, and the reinstatement of trading in Trius shares on the TSXV. Statements containing forward-looking information are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict, and which are outside of Trius’ control. In particular, there is no guarantee that Trius will be able to source and execute additional transactions, or to resume trading on the TSXV, or that Starling will be able to achieve its business objectives. Actual results may differ materially from those projected in the forward-looking information herein. Accordingly, readers should not place undue reliance on forward-looking statements and information herein, which are qualified in their entirety by this cautionary statement. The forward-looking information contained in this press release is provided as of the date of this press release, and neither Trius nor Starling undertakes any obligation to release publicly any revisions for updating any forward-looking statements made herein, except as required by applicable securities laws.