Benchmark Botanics Announces Acquisition of Lands on Which Its Medical Marijuana Production Facility Is Located

Vancouver, British Columbia- (Newsfile Corp. – December 18, 2017) – Benchmark Botanics Inc. (CSE: BBT) (the “Company” or “Benchmark”) is pleased to announce that pursuant to a Contract of Purchase and Sale dated effective November 8, 2016, as amended on September 19, 2017, between the Company’s wholly-owned subsidiary Potanicals Green Growers Inc.

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Vancouver, British Columbia- (Newsfile Corp. – December 18, 2017) – Benchmark Botanics Inc. (CSE: BBT) (the “Company” or “Benchmark“) is pleased to announce that pursuant to a Contract of Purchase and Sale dated effective November 8, 2016, as amended on September 19, 2017, between the Company’s wholly-owned subsidiary Potanicals Green Growers Inc. (“Potanicals“) as purchaser and Douglas Turner as vendor, Potanicals completed the purchase on December 15, 2017 of a 10 acres land parcel (the “Turner Property“) that comprises 50% of the total 20 acres of land on which the Company’s medical marijuana production facility located in Peachland, BC. was built. Mr. Turner is a director and the Secretary of the purchaser Potanicals. Of the total purchase price of $825,000 for the Turner Property, $225,000 was paid by Potanicals by the issuance to Mr. Turner of 450,000 shares of Potanicals at a deemed price of $0.50 per share on November 9, 2016. Potanicals and Mr. Turner had agreed that the balance of $600,000 of the purchase price would be paid by way of common shares of Potanicals at $0.90 per share prior to the reverse takeover (the “RTO“) of the Company by Potanicals, which closed on November 2, 2017, or of common shares of the resulting issuer at the corresponding price per share of the resulting issuer. This purchase agreement was more fully disclosed in the Company’s Listing Statement (the “Listing Statement”) dated November 2, 2017, which is filed on SEDAR under the Company’s profile. As Potanicals underwent a 4.5 stock split before the RTO, the corresponding price for common shares of the Company equals $0.20 per share. Accordingly, the remaining $600,000 balance of the purchase price was satisfied by the issuance of 3,000,000 common shares (the “Issued Shares”) of Benchmark at a price of $0.20 per share, as confirmed by agreement among the parties. The purchase and sale is scheduled to close on December 15, 2017. The shares to be issued to Mr. Turner will be subject to a hold period of four months and one day from the date of issuance under applicable securities laws. Mr. Turner will also deposit the shares into escrow with the Company’s transfer agent, which will held in escrow pursuant to the policies of the Canadian Securities Exchange and applicable securities laws and released on the same terms as the existing escrowed shares of Benchmark held by related persons of the Company.

The Company is also pleased to announce that Potanicals has entered into a Contract of Purchase and Sale dated November 30, 2017 as amended on December 15, 2017 with Claude Clifford Stowell as vendor for the purchase by Potanicals of the other land parcel (the “Stowell Property“) of 10 acres contiguous to the Turner Property that together comprises in the total 20 acres of land on which the Company’s facility is located. Mr. Stowell is the Chief Operating Officer and a director of the Company and also the President and a director of Potanicals. Prior entering into the Contract of Purchase and Sale, Potanicals and Mr. Stowell had entered into an agreement dated March 24, 2014, as amended on September 24, 2014, by which Potanicals as tenant had leased the Stowell Property from Mr. Stowell as landlord, and Potanicals was given a right of first refusal to purchase the leased land, as was disclosed in greater detail in the Listing Statement. The purchase price of the Stowell Property is $1,000,000 cash and the purchase and sale is also scheduled to close on December 22, 2017 or such other earlier date as may be agreed between the parties.

The purchase and sale of the two land parcels are ‘related party transactions’ within the meaning of Multilateral Instrument Protection of Minority Security Holders in Special Transactions (“MI 61-101“) because the vendors are directors and officers of either Benchmark or Potanicals or both. The Company relies upon the exemption in section 5.5(b) of MI 61-101 from the requirement to obtain a formal valuation of the land parcels because the Company’s common shares are listed on the Canadian Securities Exchange and are not listed or quoted on any of the stock exchanges or markets specified in section 5.5(b). The Company also relies on the exemption contained in section 5.7(1)(a) of MI 61-101 from the requirement to obtain minority shareholder approval of the acquisitions of the land parcels because neither the fair market value of each of the lands to be purchased nor the fair market value of the consideration paid by the Company for each parcel exceed 25 per cent of the Company’s market capitalization.

About Benchmark

Benchmark, through its wholly-owned subsidiary Potanicals GreenGrowers Inc., is a licensed producer of medical cannabis under the Access to Cannabis for Medical Purposes Regulations (“ACMPR“). The Company operates a 12,700 square foot production facility in Peachland, British Columbia and is in the design stage of a Phase II expansion of an additional 50,000 square feet of growing area. The Company intends to utilize advanced cultivation methods in its cannabis facilities to address the significant opportunities in the medical marijuana market in Canada and overseas. For more information about Benchmark, refer to the Form 2A Listing Statement available to the public under the Company’s profile on SEDAR at www.sedar.com and the CSE website.

ON BEHALF OF THE BOARD
BENCHMARK BOTANICS INC.

/s/ “Ping (Johnson) Zhang”
Ping (Johnson) Zhang
Chief Executive Officer

For further information contact:
Robert Wilson
Vice President
416.604.7900

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this release.

Forward-Looking Statements

This news release contains forward-looking statements pertaining to various risks and uncertainties regarding future events. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Such forwardlooking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. This news release includes forward-looking statements with respect to the business and future objectives of the Company. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially fromthose expressed in the forwardlooking information, including related to: (i) the facility and Potanicals’ operations; (ii) adverse market conditions; (iii) the ability of the Company to complete financings in the future; (iv) dependence on suppliers and skilled labour; (v) government regulation and compliance with the ACMPR; (vi) managing and maintaining growth; (vii) unfavourable publicity or consumer perception litigation; and (viii) competition. The Company is not currently producing medical marijuana. There is a risk that Potanicals‘ Producer’s License will not be amended to permit the Company to sell medical marijuana produced at its facility. Actual results could differ materially fromthose currently anticipated due to a number of factors and risks including the risk factors discussed in this news release and in the Company’s disclosure documents, which can be found under the Company’s profile on www.sedar.comand on the CSE website. These statements speak only as of the date of this news release. Except as required by law, the Company does not intend to update these forward-looking statements.

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Benchmark Botanics Announces Letter Agreement with Bare Root Science, Inc.

November 17, 2017 – Vancouver, British Columbia / TheNewswire / Benchmark Botanics Inc. (formerly Kaiyue International Inc.) (CSE: BBT) (the “Company” or “Benchmark”) is pleased to announce that it has entered into a letter agreement (the “Letter Agreement”) with Bare Root Science Inc. (“Bare Root”) on November 17, 2017. Under the Letter Agreement, Bare Root will install and commission operation of its proprietary aeroponic system and related technologies for the Company’s contemplated 50,000 sq foot Phase II facility for a set-up fee and license fee as determined by a definitive agreement. The Letter Agreement is subject to the negotiation and finalization of more comprehensive definitive agreement to replace the Letter Agreement on or before December 15, 2017.

As described in the Company’s Listing Statement dated November 2, 2017, the start-up phase of production, as well as the soft costs associated with the Company’s Phase II expansion will be funded by the $5,270,000 private placement, which closed on November 3, 2017 concurrently upon completion of the Company’s listing on the Canadian Securities Exchange. “We are extremely excited about the agreement with Bare Roots and the imminent commencement of production at our Peachland facility. This represents the next steps in the process towards our “License to Sell” from Health Canada.” said Johnson Zhang, CEO of Benchmark. “With the successful close of funding from our private placement and CSE listing, we are immediately able to take the next steps towards expansion.”

In addition, the Company is pleased to announce the appointment of Robert Wilson as Vice-President, Corporate Development. Mr. Wilson has an extensive background in corporate finance, investment management, mergers and acquisitions. Mr. Wilson also has experience in executive management and corporate governance with a TSX-listed agricultural processing company. As part of the senior management team, Mr. Wilson will be responsible for investor communications, corporate finance and strategic initiatives.

Business of Benchmark

Benchmark, through its wholly owned subsidiary Potanicals Green Growers Inc., is a licensed producer of medical cannabis under the Access to Cannabis for Medical Purposes Regulations (“ACMPR”). The Company operates a 12,700 square foot production facility in Peachland, British Columbia and is in the design stage of a Phase II expansion of an additional 50,000 square feet of growing area. The Company intends to utilize advanced cultivation methods in its cannabis facilities to address the significant opportunities in the medical marijuana market in Canada and overseas. For more information about the business of Benchmark, refer to the Form 2A Listing Statement available to the public under the Company’s profile on SEDAR at www.sedar.com and the CSE website.

ON BEHALF OF THE BOARD

BENCHMARK BOTANICS INC.
/s/ “Ping (Johnson) Zhang” Ping (Johnson) Zhang Chief Executive Officer

For further information contact:
Robert Wilson
Vice President
416.604.7900

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this release.

Forward-Looking Statements:
This news release contains forward-looking statements pertaining to various risks and uncertainties regarding future events. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. This news release includes forward-looking statements with respect to the business and future objectives of the Company. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information, including related to: (i) the facility and the Company’s operations; (ii) adverse market conditions; (iii) the ability of the Company to complete financings in the future; (iv) dependence on suppliers and skilled labour; (v) government regulation and compliance with the ACMPR; (vi) managing and maintaining growth; (vii) unfavourable publicity or consumer perception litigation; and (viii) competition. The Company is not currently producing medical marijuana. There is a risk that its ACMPR License will not be amended to permit the Company to sell medical marijuana produced at its facility. Actual results could differ materially from those currently anticipated due to a number of factors and risks including the risk factors discussed in this news release and in the Company’s disclosure documents, which can be found under the Company’s profile on www.sedar.com and on the CSE website. These statements speak only as of the date of this news release. Except as required by law, the Company does not intend to update these forward-looking statements.

CSE New Listing – Benchmark Botanics Commences Trading on the Canadian Securities Exchange

Vancouver, British Columbia–(Newsfile Corp. – November 8, 2017) – Benchmark Botanics (CSE: BBT) is the latest new listing on the Canadian Securities Exchange, trading under the symbol “BBT”, having previously traded on the TSX Venture Exchange as Kaiyue International. The company acquired Potanicals Green Growers at a cost of 124,187,000 shares of Benchmark on a post-consolidated basis.

InvestmentPitch Media has produced a “video news alert” which provides a brief overview of the company. If this link is not enabled, please visit www.InvestmentPitch.com and enter “Benchmark” in the search box.

In October, Potanicals received its license to produce marijuana under the Access to Cannabis for Medical Purposes Regulations, having started the application process back in June 2013.

It has built a 12,700-square foot production facility in Peachland, British Columbia, to plant, grow and cultivate high-quality medical-grade marijuana using advanced and proprietary cultivation methods.

The Peachland facility, situated on two contiguous land plots totaling 20 acres, is equipped with cutting-edge technologies that will enable efficient and reliable production of medical marijuana with harvest available on a bi-monthly basis. This facility will be Benchmark’s Phase I production facility, with additional phases contemplated upon further analysis of market demand and economics.

Prior to the closing of the acquisition, Potanicals spent $4.68 million building the facility and implementing its business plan. For more information contact Johnson Zhang, CEO, at 604-375-8218 or email johnsonpzh@gmail.com.

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CONTACT:
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Read more at http://www.stockhouse.com/news/press-releases/2017/11/08/cse-new-listing-benchmark-botanics-commences-trading-on-the-canadian-securities#gqyM5JoEr8vKipKb.99

Benchmark Botanics announces closing of the transaction with Potanicals Green Growers Inc. and CSE list.

Vancouver, British Columbia, Canada – November 3, 2017: Benchmark Botanics Inc. (formerly Kaiyue International Inc.) (CSE: BBT) (the “Company” or “Benchmark”) is pleased to announce that further to its news releases dated August 3, 2017 and October 27, 2017, it completed the acquisition of all of the issued and outstanding shares of Potanicals Green Growers Inc. (“Potanicals”) (the “Transaction”) on November 2, 2017 and the common shares of Benchmark became listed and posted for trading on the Canadian Securities Exchange (the “CSE”) on November 3, 2017.

Terms of Transaction

In consideration for acquiring all of the issued and outstanding shares of Potanicals (the “Potanicals Shares”), Benchmark issued an aggregate of 124,186,752 common shares (the “Benchmark Shares”) to the Potanicals shareholders, on a post-consolidation basis of 4.5 Benchmark Shares for each issued and outstanding Potanicals Share, which resulted in Potanicals becoming a wholly-owned subsidiary of the Company. Upon completion of the Transaction, the Company’s business has changed from mining to the licensed production of marijuana under the Access to Cannabis for Medical Purposes Regulations (“ACMPR”).

On closing of the Transaction, a total of 134,186,852 common shares of Benchmark are issued and outstanding, plus 94,455 stock options to purchase post-consolidated common shares of Benchmark at a price of $0.275 per common share (the “Benchmark Options”). Following closing of the Transaction, the outstanding Benchmark Options remain in effect until they are exercised or expire pursuant to the Company’s stock option plan.

Listing of Benchmark’s Shares on the CSE

On November 1, 2017, prior to completion of the Transaction, the Company delisted its common shares from the TSX Venture Exchange. On November 3, 2017, Benchmark’s common shares commenced trading on the CSE under the symbol “BBT”.

Share Consolidation, Continuation and Name Change

Effective November 2, 2017, prior to completion of the Transaction, the Company consolidated all of its issued and outstanding common shares based on a consolidation ratio (2.1174-to-1) that resulted in the reduction of the Company’s issued and outstanding common shares to 10,000,100 common shares on a non-diluted basis, continued its legal existence from Alberta in to British Columbia, and changed its name from “Kaiyue International Inc” to “Benchmark Botanics Inc.”

Completion of Potanicals Private Placement

Also on November 2, 2017, Potanicals completed a private placement of 5,855,555 Potanicals Shares at a price of $0.90 per Potanicals Share to raise gross proceeds of $5,270,000 (the “Private Placement”). Immediately following closing of the Private Placement, Benchmark completed the Transaction effective November 2, 2017.

Business of Benchmark

The business of Benchmark is now the business of Potanicals effective as of completion of the Transaction. Potanicals was incorporated under the British Columbia Business Corporations Act in 2014 to capitalize on the significant opportunities in the medical marijuana market in Canada and overseas. Potanicals has built a 12,700 square foot production facility in Peachland, British Columbia to plant, grow and cultivate high-quality medical-grade marijuana using advanced and proprietary cultivation methods. On October 13, 2017, Potanicals received its license to produce marijuana under the Access to Cannabis for Medical Purposes Regulations (“ACMPR”).

The primary specialized skill and knowledge requirement for success as a Licensed Producer of medicinal marijuana relates to cultivating the product. The Peachland facility is equipped with cutting-edge technologies that will enable efficient and reliable production of medical marijuana with harvest available on a bi-monthly basis. Prior to closing of the Transaction, Potanicals spent $4.68 million building the facility and implementing its business plan.

For more information about the business of Benchmark and Potanicals, refer to the Form 2A Listing Statement available to the public under the Company’s profile on www.sedar.com SEDAR and the CSE website.

Management of Benchmark

Prior to closing of the Transaction, all of the Company’s current directors and officers resigned. The board of directors and senior officers of Benchmark now consists of: Ping (Johnson) Zhang, Chief Executive Officer and director; Claude (Cliff) Stowell, Chief Operating Officer and director; Peter R. Hughes, director; George Dorin, director; Haifeng Liu, director; and Richard (Rick) Lee, Chief Financial Officer. For more information regarding the directors and officers, refer to the Form 2A Listing Statement available to the public under the Company’s profile on www.sedar.com SEDAR and the CSE website.

ON BEHALF OF THE BOARD
BENCHMARK BOTANICS INC.
/s/ “Ping (Johnson) Zhang”
Ping (Johnson) Zhang
Chief Executive Officer

For further information contact:
Johnson Zhang
Chief Executive Officer
604.375.8218

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this release.

Forward-Looking Statements This news release contains forward-looking statements pertaining to various risks and uncertainties regarding future events. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. This news release includes forward-looking statements with respect to the business and future objectives of the Company. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information, including related to: (i) the facility and Potanicals’ operations; (ii) adverse market conditions; (iii) the ability of the Company to complete financings in the future; (iv) dependence on suppliers and skilled labour; (v) government regulation and compliance with the ACMPR; (vi) managing and maintaining growth; (vii) unfavourable publicity or consumer perception litigation; and (viii) competition. The Company is not currently producing medical marijuana. There is a risk that Potanicals’ Producer’s License will not be amended to permit the Company to sell medical marijuana produced at its facility. Actual results could differ materially from those currently anticipated due to a number of factors and risks including the risk factors discussed in this news release and in the Company’s disclosure documents, which can be found under the Company’s profile on www.sedar.com and on the CSE website. These statements speak only as of the date of this news release. Except as required by law, the Company does not intend to update these forward-looking statements.

CSE Bulletins, New Listing – Benchmark Botanics Inc. (BBT)

The common shares of Benchmark Botanics Inc. have been approved for listing on the CSE.

Listing and disclosure documents will be available at www.thecse.com.

Benchmark Botanics Inc., through its wholly-owned subsidiary, Potanicals Green Growers Inc., is a licensed producer of medical marijuana under Access to Cannabis for Medical Purposes Regulations. Potanicals received its producer’s license from Health Canada on October 13, 2017. Benchmark, through Potanicals, will produce medical marijuana at its facility located in Peachland, British Columbia.

Issuer: Benchmark Botanics Inc.
Security Type: Common shares/Actions ordinaires
Symbol(s): BBT
Number of securities issued and outstanding: 134 186 852
Number of Securities reserved for issuance: 94 455
CSE Sector: Life Sciences
CUSIP: 081612 10 3
ISIN: CA081612 10 3 6
Boardlot: 500
Trading Currency: CDN$
Trading Date: November 3 2017
Other Exchange: N/A
Fiscal Year end:  December 31
Transfer Agent: TSX Trust Company

If you have any questions or require further information please contact Listings at (416) 367-7340 or E-mail: Listings@thecse.com