BENCHMARK BOTANICS ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

Vancouver, BC, August 28, 2018 – Benchmark Botanics, Inc. (“Benchmark” or the “Company”) (CSE: BBT / US OTC: BHHKF / Frankfurt: BBW.F)

 

Benchmark is pleased to announce that it intends to complete a non-brokered private placement for aggregate gross proceeds of $2,000,000 (the “Private Placement”) with an arm’s-length party who has agreed to subscribe for 2,666,667 units of the Company (the “Units”) at $0.75 per Unit (the “Subscription Price”). The Subscription Price represents a 34% premium to Benchmark’s closing share price on August 20, 2018. Each Unit is comprised of one common share of the Company (each, a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall be exercisable into one Share at a price of $1.50 for a period of 24 months from the closing date of the Private Placement. All of the Units, Shares and Warrants will be subject to a restricted period of four months and one day from the date of closing of the Private Placement.

The Company intends to use the proceeds from the sale of the Units for general working capital purposes and the costs of setting up the Company’s extraction operations.  The Private Placement is subject to acceptance by the Canadian Securities Exchange.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Benchmark

Benchmark is a publicly traded company based out of Vancouver, British Columbia positioned to provide financing, partnership opportunities and acquisition offers to licensed producers and ancillary businesses within the global cannabis industry. With the support of our global partners, we acquired our first subsidiary, Potanicals Green Growers Inc. in November 2017. Potanicals is an approved licensed producer of cannabis under the ACMPR that is currently cultivating within a 12,700 square foot production facility.

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

 

For Further Information

 

Investor Relations

Benchmark Botanics, Inc.

Email: invest@bbtinc.ca
Tel: 604-238-0005

www.benchmarkbotanics.com

 

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, the receipt of a License to Sell under the ACMPR and the timing and completion of the Private Placement. 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 risks 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; (viii) competition; and (ix) the receipt of a License to Sell under the ACMPR and closing of the Private Placement. 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 and that the Private Placement may not be completed as planned or at all. 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.

BENCHMARK GRANTS STOCK OPTIONS

Vancouver, British Columbia — (The Newsfile – August 10, 2018) – Benchmark Botanics Inc. (formerly Kaiyue International Inc.) (CSE: BBT) (the “Company” or “Benchmark“) announces the granting of stock options to consultants and employees of the Company for an aggregate of 2,580,000 stock options of the Company exercisable at C$0.60, being the unit price for each common share of the most recent market price closed on August 9, 2018, effective August 9, 2018. The Options shall expire and terminate on August 8, 2023.

 

These stock options have been granted in accordance with the Company’s Stock Option Plan. Pursuant to this plan, the Company is authorized to grant an aggregate of up to 10% of its issued and outstanding common shares on a rolling basis. Immediately following this award of stock options the Company has issued and outstanding stock options for 9,113,333 common shares of the Company and there were 4,721,464 stock options of the Company available for future grant.

 

About Benchmark

Benchmark Botanics, Inc. is: “Cannabis Redefined”.

 

Benchmark is a publicly traded company based out of Vancouver, British Columbia that is positioned to provide financing, partnership and acquisition opportunities to licensed producers and ancillary businesses within the global cannabis industry.

 

In November 2017, the Company acquired its first subsidiary, Potanicals Green Growers Inc. Potanicals Green Growers possesses a Health Canada license to cultivate cannabis and is an Access to Cannabis for Medical Purposes (ACMPR) Licensed Producer. In its first phase of operations, Potanicals is currently cultivating in its 12,700 square foot PHASE I indoor production facility. Benchmark is pursuing additional sites to retro-fit for large scale cultivation expansion.

 

For Further Information

 

Investor Relations

Benchmark Botanics, Inc.

Email:

invest@bbtinc.ca
Tel: 1-888-221-0915

www.benchmarkbotanics.com

 

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, including the timing of completion of the closing of the purchase and sale of the greenhouse facility, if at all. 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. 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.