2017-01-17 09:43 ET - News Release

Mr. Dan Kriznic reports

INVICTUS MD ANNOUNCES BINDING LOI TO ACQUIRE PLANC BIOPHARM INC., A LATE STAGE APPLICANT UNDER HEALTH CANADA'S ACMPR

Invictus MD Strategies Corp. has entered into a binding letter of intent to acquire 100 per cent of PlanC BioPharm Inc., a late-stage applicant under the access to cannabis for medical purposes regulations (ACMPR).

PlanC is currently in the active final-review stage with Health Canada for an application that was submitted in 2014 based on a proposed initial 30,000-square-foot, state-of-the-art, medicinal cannabis production and processing facility located on five acres just outside Salmo, B.C. Invictus MD will issue to the PlanC shareholders $100,000 in cash and 50,000 common shares to a maximum value for such common shares of $70,000 as consideration for entering into the LOI. In addition, Invictus MD will pay $100,000 in cash and 100,000 in common shares to a maximum value for such common shares of $175,000 as consideration for signing a definitive agreement. The definitive agreement will require the following common share issuances to the current shareholders of PlanC upon the occurrence of the following milestones up to a maximum aggregate value for such common shares of $10-million:

200,000 common shares to a maximum value of $400,000 on the closing of the sale of PlanC's shares to Invictus MD; 300,000 common shares to a maximum value of $600,000 upon PlanC receiving an affirmation e-mail from Health Canada; 500,000 common shares to a maximum value of $1-million upon the completion of prelicensing inspection; Five million common shares to a maximum value of $8-million upon PlanC's receipt of a cultivation licence under the ACMPR. In connection with each such issuance of Invictus common shares, the value of each Invictus common share value will be the closing share price of the company immediately prior to the date the milestone is achieved.

Invictus MD is required to contribute $8-million to be held in escrow for the benefit of PlanC within 90 days of signing the definitive agreement. The escrow moneys will be used to exercise an option to acquire the property, to construct the 30,000-square-foot facility and for general working capital purposes. PlanC also has an option to purchase a 49-acre parcel of land immediately adjacent to its proposed facility, thereby giving PlanC a secure basis from which to plan future expansion and, assuming PlanC receives the requisite regulatory approval to produce its forecasted capacity, to accommodate cannabis production of up to 20,000 kilograms per year, establishing itself as a leader in the cannabis industry.

Dan Kriznic, chief executive officer of Invictus MD, stated: "This acquisition allows us to continue with our strategy of increasing cannabis production capacity under the ACMPR to meet the significant demand. Invictus MD also acquired 33.33 per cent of AB Laboratories Inc., a licensed producer under the ACMPR, in December, 2016."

According to the recent report, "Recreational marijuana -- insights and opportunities," by the consulting firm Deloitte, the Canadian retail cannabis market could be worth between $4.9-billion and $8.7-billion annually. In that same report, the consulting firm further estimates that satisfying the recreational cannabis market will mean producing 600,000 kilograms of marijuana annually -- far more than the existing 38 licensed producers grow for medicinal purposes.

About Invictus MD Strategies

Invictus MD targets cannabis companies with proven brands, strong customer focus and significant growth potential. It provides not only capital to meet these objectives but also years of management experience from a team that has been successful in all facets of business, from establishing start-ups to running large international organizations.

Invictus MD works in partnership with management teams to increase shareholder value through business planning and process integration, developing and executing growth strategies, leveraging its experience and relationships, and structuring and deploying the proper capital to support long-term growth. Its approach to both investing in and developing successful companies ensures successful execution of the business plan in both times of economic expansion and contraction.

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