VIBE Vibe Growth Corporation

Ventura Cannabis and Wellness Corp. (CSE:VCAN) (“Ventura Cannabis”, “VCAN”, or the “Company”) is pleased to announce it has entered into a definitive agreement to sell Portland Asset Holding Corporation (“PAHC”, “Portland”) and its cannabis retail dispensary in Portland, Oregon to Vibe Bioscience Ltd. (CSE:VIBE) (“Vibe”) for common stock and warrants (“Consideration”) that it intends to distribute directly to VCAN shareholders, subject to shareholder vote and other regulatory approvals.

“The Board has continually analyzed the current and future cannabis market, VCAN’s current and prospective financial position, and it has determined selling the Company’s assets to another CSE listed cannabis company and delisting is the best path forward for the Company and most importantly its shareholders,” said Lloyd Kaplan, Chairman of Ventura Cannabis. “I am pleased to be trading our cannabis assets into a better capitalized company with more revenues and a top flight management team and, more importantly, the deal is poised to be done at a premium to our current stock price,” said Lloyd Kaplan, Chairman of Ventura Cannabis.   

About Vibe (CSE:VIBE)

Vibe is an integrated cannabis company delivering exceptional retail experiences with its Vibe By CaliforniaTM brand and ethos, premier cultivation product and high-efficiency delivery, and on-line sales. The Company’s management team brings expertise in retail, cannabis cultivation and mergers and acquisitions to support its U.S. expansion through accretive acquisitions and organic growth. Vibe is listed on the Canadian Securities Exchange under the symbol VIBE, on the OTC under symbol VBSCF, and in Germany as A061. To learn more about Vibe, please visit www.vibebycalifornia.com.

VIBE Q2 Highlights (Released 08/19/2020; USD)

• Revenue was $5.68 million, an 84% increase from the second quarter of 2019; 
• After-tax net income was positive $477,814  
• Adjusted EBITDA was $792,925, a 136% increase from the first quarter of 2020 and a 600% increase from the second quarter of 2019;  
• Gross margin was $2.04 million for the quarter, a 39% increase from the previous quarter, and an increase of 58% from 2019;

“The acquisition of Portland extends Vibe’s West Coast retail footprint, and as a market leader in our operating markets we believe there is tremendous potential to expand this location’s revenues. With the strength of our highly skilled executive team and strong industry relationships, Vibe is eager to establish itself as a profitable operator in the Portland market. Vibe’s Q2 financial results have proven our ability to operate profitably and increase market share in competitive markets,” said Mark Waldron, CEO of Vibe.

Transaction Details

Vibe is acquiring 100% of the issued and outstanding shares of PAHC for $1,889,000 Canadian dollars in an all share transaction where Vibe shares will be priced at the 30-day trailing VWAP up to the closing date. As of August 28, 2020, Vibe's 30-day VWAP was below Vibe’s closing share price of $0.41. Ventura will also receive twelve month at the money warrants to acquire up to 1,200,000 shares of Vibe. The PAHC acquisition includes a retail dispensary license, an operating store and leased store location in the City of Portland, and along with working capital. The completion of the Portland acquisition is subject to, among other things, Ventura shareholder approval, approval of the Canadian Securities Exchange, the receipt of regulatory approvals, receipt of certain consents from third parties, and the satisfaction of closing conditions. The acquisition is anticipated to close on October 24, 2020.

The transaction will be subject to approval by a special resolution of 66 2/3 of VCAN’s shareholders. Upon shareholders’ approval of the deal, the Company intends to distribute the Consideration received from Vibe directly to VCAN’s shareholders and VCAN then intends to delist from the CSE. Securities which are distributed to VCAN’s shareholders will be subject to a total of a six month hold period from the date of closing of the transaction.  

Special Meeting Details

As the sale of its Portland business constitutes the disposition of all or substantially all of the Company’s undertaking, the Company is holding a special meeting of its shareholders on October 23, 2020 to seek approval by a special resolution of its shareholders for transactions contemplated by the Portland agreement (the “Special Meeting”).  At the Special Meeting, the Company intends to seek shareholder approval for the delisting of the Company’s common shares from the CSE.  The record date for the meeting will be September 18, 2020.  Additional information about the Company’s transaction with Vibe, its plans to distribute the consideration received from Vibe to its shareholders and its delisting plans will be contained in a management information circular which will be sent to the Company’s shareholders prior to the Special Meeting.

For more information contact:

Ventura Cannabis and Wellness Corp. Chris Heath, CEO (424) 372-1123 investor@venturacanna.com www.venturacanna.com

Certain statements contained in this presentation constitute “forward-looking information” as such term is defined in applicable Canadian securities legislation. The words “may”, “would”, “could”, “should”, “potential”, “will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect”, “confident” and similar expressions as they relate to the Company. Such statements reflect the Company’s current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties, and assumptions. The forward-looking information included are made as of August 31, 2020, and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law. VCAN holds or is acquiring marijuana assets in the United States. Previously disclosed acquisitions are still subject to closing. Marijuana is legal in each state VCAN is looking to operate, however marijuana remains illegal under US federal law, and the approach to enforcement of US federal law against marijuana is subject to change. Shareholders and investors need to be aware that adverse enforcement actions could affect their investments and that VCAN’s ability to access private and public capital could be affected and or could not be available to support continuing operations.