Inner Spirit Holdings Files Second Quarter 2018 Financial Statements and Provides Corporate Update

“The closing of our IPO and our strategic partnership agreements have strengthened our balance sheet as well as our position in Canada’s recreational cannabis market,” said Darren Bondar, President & CEO. “As the legalization date approaches, we are working with our franchise partners to open the first wave of Spiritleaf stores in BC, Alberta and Saskatchewan and continue to pursue additional licenses and locations. Simultaneously, our team is focused on the development of our own proprietary cannabis brands, exploring other strategic investments and establishing Spiritleaf in Ontario by attracting new franchise partners and securing real-estate in the country’s most populous province.”

Highlights from Q2 & Q3 to-Date

• Closed its initial public offering on the maximum gross proceeds of $3.75 million and, on August 1, 2018, the Company’s common shares commenced trading under the symbol “ISH” on the Canadian Securities Exchange
• Entered into an investment agreement with SugarBud Craft Growers Corp (“SugarBud”) (TSXV: RRL). Pursuant to the terms of the Investment Agreement, SugarBud provided Inner Spirit with a cash payment of $1,125,000 and Inner Spirit issued to SugarBud 7,500,000 units (“Private Placement Units”). Each Private Placement Unit was comprised of one Common Share and one-half of a Common Share purchase warrant (“Warrant”), exercisable at $0.30 per share for a period of two (2) years following the date of issuance. Under the terms of the Investment Agreement, subject to certain conditions, including applicable stock exchange approvals, Inner Spirit has agreed to enter into a strategic alliance agreement and to issue to SugarBud an additional 7,500,000 Private Placement Units in exchange for SugarBud common shares and common share purchase warrants, as previously announced.
• Closed its cross-investment and entered into a strategic alliance agreement with Newstrike Brands Ltd. (“Newstrike”) (TSXV:HIP). Newstrike made an aggregate investment in Inner Spirit valued at $2.25 million comprised of $1,125,000in cash and 1,250,000 common shares in the capital of Newstrike. The Company also received 1,125,000 warrants to purchase Newstrike Shares (the “Newstrike Warrants”). The Newstrike Warrants have an exercise price of $0.99, a term of 24 months and will vest on a performance-based schedule triggered by the opening of a pre-determined number of future Spiritleaf locations. In consideration for Newstrike’s investment in Inner Spirit, Inner Spirit issued to Newstrike 15,000,000 Private Placement Units.
• Auxly Cannabis Group Inc. (“Auxly”) (TSXV: XLY) exercised its anti-dilution rights in connection with the Sugarbud and Newstrike investments and completed two private placements, acquiring an additional 7,058,824 Private Placement Units of the Company for proceeds of $1,058,823.60. Auxly holds approximately 15% of the total issued and outstanding Common Shares as of the date hereof.
• In conjunction with its franchise partners, received its first 11 conditional development permits in Alberta, and a development permit for its Moose Jaw location which will include e-commerce sales in the province of Saskatchewan. The Company has an additional 35 conditional leases secured in BC & Alberta that are in various stages of development.
• Inner Spirit has retained Hybrid Financial Inc. (“Hybrid”) for marketing services, including brand distribution, subject to regulatory approval. In consideration for Hybrid’s services, Inner Spirit will pay a monthly retainer of $14,000 for 3 months and grant 100,000 warrants at an exercise price equal to $0.30 per share with an expiry date of July 23, 2020.
• Announced its collaboration with Marino Group and the opening of its Ontario office and franchise sales process following announcement of the Ontario Provincial Government’s plans to permit privatized retail of recreational cannabis

About Inner Spirit

Inner Spirit is establishing a chain of recreational cannabis dispensaries under its Spiritleaf brand. Supporting local entrepreneurs by applying its award-winning franchise and retail models, Inner Spirit has more than 100 franchise agreements in place for potential Spiritleaf locations and will also operate corporate dispensaries in certain jurisdictions.  Developing a diverse portfolio of quality and curated lifestyle cannabis products – including Spiritleaf’s own locally sourced lines – Inner Spirit’s Spiritleaf brand is positioned to be an iconic Canadian brand and the most trusted source for recreational cannabis. More information can be found on Inner Spirit’s website at www.innerspiritholdings.com.

Forward-looking statements

This press release contains statements and information that, to the extent that they are not historical fact, may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking information may include financial and other projections, as well as statements regarding future plans, objectives or economic performance, or the assumption underlying any of the foregoing. In some cases, forward-looking statements can be identified by terms such as “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe”, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook”, “potential” or the negative thereof or other similar expressions concerning matters that are not historical facts. Examples of such statements include, but are not limited to, statements with respect to the objectives and business plans of the Company; the establishment of recreational cannabis dispensaries in BC, Alberta, Saskatchewan, Manitoba and Ontario; the completion of the transaction with SugarBud; the intention to grow the Company’s business and operations; the legalization of cannabis for recreational use in Canada, including federal and provincial regulations pertaining thereto and the timing related thereof and the Company’s intention to participate in such market, if and when legalized; the competitive conditions of the industries in which the Company operates; and laws and any amendments thereto applicable to the Company.

For further information: Investor Enquiries: (403) 930-9300, invest@spiritleaf.ca, www.innerspiritholdings.com

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