GENE Invictus MD Strategies Corp

Vancouver, BC, August 27, 2019 - INVICTUS MD STRATEGIES CORP. ("Invictus" or the "Company") (TSXV: GENE; OTCQX: IVITF; FRA: 8IS1) is pleased to announce that Acreage Pharms Ltd. ("Acreage"), the Company's wholly-owned subsidiary, has signed a non-binding term sheet (the "Term Sheet") for a secured term loan of up to $6.0 million (the “Loan Amount”) with an interest rate of 10.0% per annum (the “Term Loan”) on drawn amounts with Trichome Financial Corp. ("Trichome Financial"). Invictus has also signed the Term Sheet as a guarantor of the Term Loan.  The funds drawn on the Term Loan will be used for the completion of the 90,000 square foot Phase III cultivation facility near Edson, Alberta, including the purchase of automated processing equipment and the development of the EU-GMP facility with the remainder to be used for general working capital purposes for both Acreage and the Company.

The Term Sheet includes a binding provision (the “Break Fee”) whereby, subject to TSX Venture Exchange (“TSXV”)  approval, the Company will be required to issue Trichome 1,000,000 common shares if the Company does not close the Term Loan on or before September 13, 2019 or such other mutually agreed upon date.

The proposed Term Loan matures 24 months after closing and is available in two tranches: one for $3.0 million advanced at the time of closing; and one for $3.0 million to be available no earlier than two months after closing, conditional upon Acreage having used the proceeds of the first tranche in the manner agreed between the parties and the loan being in good standing.

Consideration for the proposed Term Loan is anticipated to include:

• such number of common shares of Invictus equal to 17% of the Loan Amount divided by the lower of: (i) $0.33; and (ii) the closing price of the common shares on the closing date of the Term Loan (each a “Bonus Share”); and  
• such number of common share purchase warrants of Invictus equal to 15% of the Loan Amount divided by the lower of: (i) $0.33; and (ii) the closing price of the common shares on the closing date of the Term Loan (each a “Bonus Warrant”).  Each Bonus Warrant will be exercisable for a period of 24 months, subject to adjustment in accordance with section 2.2(e) of TSXV policy 5.1 and will have an exercise price of the lower of (i)  $0.33; and (ii) the closing price of the common shares on the closing date of the Term Loan.

The Term Sheet is generally non-binding, other than the Break Fee, and the terms as set out in any definitive agreements entered into between the parties may be different from those set out in the Term Sheet. Further, the terms of any definitive agreements, the issuance of the Bonus Warrants and the issuance of the Bonus Shares are subject to applicable corporate and regulatory approvals, including but not limited to, the approval of the TSXV.

For more information, please visit www.invictus-md.com.

Trevor Dixon

Chief Executive Officer

Investor Relations 1-844-800-6086

E-Mail: connect@invictus-md.com

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.

About Invictus

Invictus is a global cannabis company with a focus on the Canadian cannabis space, offering a selection of products under a wide range of cannabinoid profiles that fit the demand of the Company’s medical clients and retail customers. The Company’s integrated sales approach is defined by five pillars of distribution including medical, adult-use, international, Licensed Producer to Licensed Producer and sales to provinces.

To meet growing demand, Invictus is expanding its cultivation footprint with three cannabis production facilities licensed under the Cannabis Act, which replaced the Access to Cannabis for Medical Purposes Regulations in Canada. Invictus’ wholly-owned subsidiary Acreage Pharms Ltd.’s Phase I and Phase II facilities are in full production and Acreage’s Phase III cultivation facility is substantially completed. AB Laboratories Inc., a company which is a 50% owned subsidiary of Invictus continues its cultivation facility expansion. Invictus’ wholly owned subsidiary 0989561 B.C. Ltd. (dba Canandia Bioceuticals) Delta facility is a licensed producer and has received its sales license issued by Health Canada under the Cannabis Act.  Another of Invictus’ wholly owned subsidiaries, 2015059 Alberta Ltd. (dba Leaf Wise), continues to connect medical clients to physicians for medical cannabis and to Invictus’ fully licensed cannabis producers under the Cannabis Act.  Future Harvest Development Ltd., a company which is a 82.5% owned subsidiary of Invictus continues to produce high-quality fertilizer and nutrients which are supplied to licensed cannabis producers. Invictus is targeting up to 50 percent of production to medical cannabis. Invictus drives sustainable long-term shareholder value by continuing to develop Invictus’ Canadian production of medical and recreational cannabis products. For more information visit www.invictus-md.com.

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release, other than statements of historical facts, including statements regarding the proposed Term Loan and the anticipated terms and conditions of such loan set out in the Term Sheet, the anticipated use of the proceeds of the Term Loan for completion of the Phase III cultivation facility (the “Facility”) and general working capital purposes, and the anticipated issuance of Invictus shares and warrants to Trichome in connection with the Term Loan, are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that the Term Loan will be provided by Trichome on the terms and conditions set out in the Term Sheet, that the proceeds of the Term Loan will be used for completion of the Facility and general working capital purposes, that Invictus will issue shares to Trichome in connection with the Term Loan and that the parties will obtain all requisite corporate and regulatory approvals for the Term Loan on the anticipated terms and conditions set out in the Term Sheet or otherwise. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, that the Term Loan will not be provided on the terms and conditions set out in the Term Sheet or at all, if the Term Loan is provided, the proceeds of the Term Loan will be used other than for completion of the Facility and general working capital purposes, Invictus will not issue shares to Trichome in connection with the Term Loan, and that the parties will not obtain all requisite corporate and regulatory approvals for the Term Loan on the anticipated terms and conditions set out in the Term Sheet or otherwise. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.

Kathy Love
Invictus 
kathy@invictus-md.com

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