Vancouver, British Columbia, Canada – December 22, 2017: Benchmark Botanics Inc. (CSE: BBT) (the “Company” or “Benchmark“) is pleased to announce that the Company has completed the acquisition of a 10 acre land parcel (the “Stowell Property“) contiguous to the Company’s property that together comprises, in the total, 20 acres of land on which the Company’s facility is located. The acquisition was completed for a purchase price of $1,000,000 paid in cash pursuant to a Contract of Purchase and Sale dated November 30, 2017 as amended on December 15, 2017 with Claude Clifford Stowell as vendor. 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, Mr. Stowell had leased the Stowell Property to Potanicals, and Potanicals was given a right of first refusal to purchase the Stowell Property, as disclosed in greater detail in the Company’s Listing Statement dated November 2, 2017, which is filed on SEDAR.
The purchase and sale of the land parcel is a ‘related party transaction’ within the meaning of Multilateral Instrument Protection of Minority Security Holders in Special Transactions (“MI 61- 101“) because the vendor is directors of Benchmark and Potanicals. 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 parcel 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 acquisition of the land parcel because neither the fair market value of the land to be purchased nor the fair market value of the consideration paid by the Company for the land exceeded 25 per cent of the Company’s market capitalization.
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 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 OF
BENCHMARK BOTANICS INC.
/s/ “Ping (Johnson) Zhang”
Ping (Johnson) Zhang
Chief Executive Officer
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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.