ManifestSeven Signs a Definitive Merger Agreement With P&P Ventures

MJIC, Inc. (“MJIC”) doing business as ManifestSeven, a fully integrated omnichannel platform for legal cannabis, announced that it received shareholder approval to consummate a merger with a wholly owned subsidiary of P&P Ventures, Inc. (TSXV:PPV.H) during its Annual Shareholders Meeting held on April 8, 2019.

P&P Ventures will be filing a listing application moving from the Toronto Venture Exchange (“TSXV”) to the Canadian Stock Exchange (“CSE”) and changing its name to ManifestSeven Holdings, Inc. (“M7”) with the requested trading symbol of MSVN. Upon completion of the Merger, all MJIC shareholders will become shareholders of M7 and the present business operations of MJIC will be wholly owned and continued by M7.

“We are pleased to embark on this important new stage in M7’s growth,” said Sturges Karban, Chief Executive Officer. “As M7 continues to build out a fully-compliant cannabis infrastructure across California, this transaction will enable the company to aggressively execute our long-term growth strategy and create value for all of our shareholders. We were overwhelmed by the shareholder turnout and support for the next phase of M7’s evolution.”

Haywood Securities, Inc., a leading Canadian independent investment bank, assisted in MJIC’s recent $15 million private placement announced in March 2019 and will continue as a financial advisor in connection with the merger and M7’s capital raising activities after its initial listing.

Prior to the execution of the agreement, M7 completed a private placement of 6,666,666 shares of common stock for aggregate gross proceeds of $15-million (U.S.) at an adjusted price of $2.25 (U.S.) (which is equivalent to 19,999,998 Class A shares upon exchange of such M7 securities for resulting issuer securities at an adjusted price of 75 U.S. cents per Class A shares).

The common shares of P&P Ventures were halted effective March 28, 2019 and are not expected to recommence trading on the TSX-V prior to delisting in connection with the completion of the proposed transaction. The proposed transaction is anticipated to close on or before June 30, 2019. The proposed transaction is an arm’s-length transaction.

On completion of the aforementioned shareholder meeting, M7 has elected a new board of directors and officers that will take the Company into completion of the transaction and listing on the CSE.

• Sturges Karban — President and Chief Executive Officer;

• Urban Smedeby — Executive Vice President;

• Jordan Gerber — Chief Financial Officer;

• Dmitry Gordeychev — Chief Investment Officer;

• Pierre Rouleau — Chief Operating Officer;

• Larry Horwitz — Corporate Secretary;

• Jarrod Smith — President of M7 Omnichannel;

• Daniel Sekers — Non-Executive Director and Chairman;

• Kristin Fox — Non-Executive Director;

• Scott Wessler — Non-Executive Director.

ABOUT MANIFESTSEVEN:

ManifestSeven (M7), formerly known as MJIC, is the first integrated omnichannel platform for legal cannabis, merging compliant distribution with a retail superhighway. The Company, based in Commerce, California, services the needs of lawful operators across the supply chain, from the cultivator to the consumer, through an expansive network of seven facilities stretching from the San Francisco Bay Area to San Diego. M7 further augments its business-to-business value proposition with a growing portfolio of owned and operated retail operations located in major metro markets, including brick-and-mortar dispensaries, local on-demand delivery services, e-commerce and subscription offerings. To learn more, please visit: www.manifest7.com.

Contacts

Dave Quast, for ManifestSeven
+ 1 (213) 452-6348
dave.quast@fticonsulting.com