KELOWNA, BC, Oct. 29, 2018 /CNW/ - Valens GroWorks Corp. (CSE: VGW) (the "Company" or "Valens"), a multi-licensed, vertically integrated provider of cannabis products and services utilizing proprietary extraction processes is pleased to announce that it has signed a share purchase agreement (the "Agreement") with Australian-based RotoGro International Limited ("RotoGro") to sell one of the Company's wholly owned subsidiaries, Supra THC Services Inc. ("Supra"), which currently holds the Company's second Dealers License, for total consideration of $11,000,000. Concurrently with the transaction, the Company will transfer all of the existing assets of Supra, except the license, into a new subsidiary Valens Labs Ltd. ("Valens Labs") and sell the remaining entity to RotoGro. Valens Labs will provide the new platform for the Company's lab service business and ensure a seamless transition following the sale of Supra.

Sale of Supra THC Services Inc.

Under the terms of the Agreement, Valens will sell Supra, which holds a Dealer's License under the Narcotics Control Regulations, to RotoGro for total consideration of $11,000,000. Prior to closing the transaction, the Company will transfer all assets currently held in Supra, excluding the Dealer's License, to the newly created subsidiary Valens Labs Ltd. The purchase price will be paid at four milestones and will be comprised of $2,000,000 in cash, and 18,900,000 shares of RotoGro with a current estimated value of $9,000,000.

"RotoGro is very excited to have the opportunity to fast track its entry into the Canadian cannabis market with the acquisition of an existing Dealers License from Valens GroWorks," says RotoGro International Limited Managing Director Michael Carli. "We were very fortunate for Valens multi-license position with Health Canada and look forward to collaborating with them as we enter the Canadian market with our Ontario-based operations."

With the sale of Supra, the Company's strategic focus remains unchanged as it retains licenses from Health Canada that permit cultivation, processing cannabis oil, as well as analytical testing of cannabis.

Launch of Valens Labs Ltd.

The Company is also pleased to announce that it has incorporated Valens Labs Ltd., which will continue to operate its analytical laboratory testing operations, with all the same employees and laboratory assets that were previously held by Supra. Through the launch of Valens Labs, the Company will maintain its accreditation as an ISO 17025 lab for the testing of cannabis, and a "Centre of Excellence for Plant Based Science" with Thermo Fisher Scientific.

"We are very excited to launch the rebrand of the analytical testing component of our business as Valens Labs" says Valens Groworks CEO, Tyler Robson. "Having brand alignment while maintaining the ISO 17025 accreditation and Center of Excellence for Plant Based Science, we are strategically positioned to capitalize on growth opportunities in the industry."

About RotoGro

Roto-Gro International Limited is an Australian-based company with licensed, proprietary, patented, and patents-pending technology in the stackable rotary hydroponic garden space. RotoGro holds worldwide exclusive licenses for lawful medicinal and recreational cannabis markets and has agreed, subject to shareholder approval, to acquire the technology for all other purposes including pharmaceuticals, nutraceuticals and perishable foods. RotoGro's wholly-owned subsidiary, Global Fertigation Solutions Inc. ("GFS"), provides a patent-pending specialized business line for water treatment and nutrient management in the viticulture, perishable foods and lawful cannabis space. GFS has successfully provided design solutions, installations and ongoing service contracts for more than twelve (12) licensed lawful cannabis facilities and is embarking on expanding this offering globally. The Company continues its focus on expanding into industry synergistic opportunities; exploring strategic partnerships and complimentary acquisitions in related markets which include, lawful cannabis license ownership, growing management services, industry leading nutrients, emerging tissue culture expertise and other supporting faculties of hydroponic growing.

About Valens GroWorks

Valens GroWorks Corp. is a vertically integrated provider of Canadian cannabis products developed from our proprietary extraction techniques, with three wholly-owned subsidiaries located in and around Kelowna, BC. Subsidiary Valens Agritech ("VAL") holds a license to cultivate and produce oil as a Licensed Producer ("LP") under the ACMPR, and a Dealer's License under Health Canada. VAL also has a supply agreement with Canopy Growth Corporation under their extensive CraftGrow distribution network. Subsidiary Valens Labs Ltd. is an ISO 17025 accredited cannabis testing lab providing sector-leading analytical services and has partnered with Thermo Fisher Scientific to develop a Centre of Excellence in Plant Based Medicine Analytics. Subsidiary Valens Farms is in the process of becoming a purpose-built facility in compliance with European Union (EU) Good Manufacturing Practices (GMP) standards, ensuring the product from this facility can be exported anywhere in the world where Cannabis is nationally legal for medical or adult usage purposes. For more information, please visit http://valensgroworks.com. The Company's investor deck can be found specifically at http://valensgroworks.com/investors/

Notice regarding Forward Looking Statements

This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "anticipates", "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed", "positioned" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Corporation is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

The CSE or other regulatory authority has not reviewed, approved or disapproved the contents of this press release. We seek Safe Harbour.

SOURCE Valens GroWorks Corp.

For further information: Scott Young, Telephone: +1.705.888.2756