Braingrid Closes First Tranche of Financing from Alpha Blue Ocean

Toronto, Ontario--(Newsfile Corp. - June 18, 2019) - Braingrid Limited (CSE: BGRD) (OTC: BGRDF) ("Braingrid" or the "Company") a global provider of cultivation analytics using its affordable, scalable and easy-to-deploy sensor platforms for precision agriculture, is pleased to announce that further to its press release dated June 11, 2019, it has closed on the first tranche of the senior unsecured convertible debentures (the "Closing") contemplated in the subscription agreement (the "Agreement") entered into with European High Growth Opportunities Securitization Fund (the "Fund"), advised by Alpha Blue Ocean Inc., for the issuance of up to $5,100,000 aggregate principal amount of senior unsecured convertible debentures (the "Debentures") and accompanying common share purchase warrants (the "Warrants").

As part of the first tranche, a total of $850,000 aggregate principal amount of Debentures and 14,875,000 Warrants with an exercise price of $0.080 per share have been issued to the Fund. 12,750,000 of the Warrants have an expiry date of June 14, 2022 and 2,125,000 of the Warrants have an expiry date of June 14, 2024. Each Warrant is exercisable into one Common Share (subject to typical adjustments).

The Debentures bear no interest and the maturity date of the Debentures is June 14, 2020. The Debentures shall be convertible into Common Shares at a conversion price equal to the lower of: (i) one hundred percent (100%) of the lowest daily volume-weighted average price of the Common Shares on the Canadian Securities Exchange (the "VWAP") over the period of fifteen (15) trading days immediately preceding the date of the relevant Conversion Notice (or, where no Conversion Notice is given, the Maturity Date, as may be accelerated), or (ii) one hundred twenty percent (120%) of the lowest daily VWAP observed over the five (5) trading days immediately preceding the date of issuance of the Debentures, having regard for any adjustments made in accordance with the terms of the debentures provided that under no circumstances shall the conversion price be less than the minimum price permitted under applicable law or the rules of any exchange on which the Common Shares of the Company are listed for trading. After Closing, the Fund will hold 38.8% of the issued and outstanding Common Shares (assuming conversion of all Debentures).

Additional Debentures and accompanying Warrants may be issued in up to a further 17 separate tranches (each a "Tranche"). The Company shall issue Debentures in the principal amount of $250,000 for each additional Tranche. The Debentures, Warrants and common shares issuable on exercise of the Warrants are subject to a hold period of four months and one day.

The Company issued 2,000,000 common shares at a deemed issue price of $0.10 per share to an arm's length advisor in connection with services provided to the Company in connection with the financing and to be provided on an ongoing basis. Under the terms of the agreement with the advisor a further 1,000,000 common shares may be issued at a deemed price of $0.10 per share if certain conditions are satisfied.

Immediately following the Closing, the Fund, directly or indirectly, beneficially owns or exercises control or direction over (i) an aggregate principal amount of $850,000 Debentures; and (ii) 14,875,000 Warrants. Based on the foregoing, the Fund, directly or indirectly, beneficially owns or exercises control or direction over 29,041,666 Common Shares, representing approximately of the then issued and outstanding Common Shares on a non-diluted basis, assuming the conversion of the aggregate principal amount of $850,000 Debentures and the exercise of the 14,875,000 Warrants.

The Debentures and Warrants were acquired by the Fund for investment purposes. Depending on market and other conditions, the Fund may, directly or indirectly, acquire ownership or control over additional securities of the Company, through open market or through private acquisitions or sell securities of the Company either on the open market or through private dispositions in the future depending on market conditions and/or other relevant factors.

This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer containing information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear at www.sedar.com ("SEDAR") under the Company's profile.

The address of the Fund is:

European High Growth Opportunities Securitization Fund

25 Hanover Square, 2nd and 6th Floor

London W1S 1JF

United Kingdom

Further information regarding the financing can be found in the subscription agreement posted on the Company's SEDAR profile. Proceeds from the financing will be used for capital projects and general working capital purposes.

Media Contact:

Braingrid- Doug Harris

Chief Financial Officer

416-480-2488

ir@braingrid.io

www.braingrid.io

About Braingrid:

Braingrid is a global technology company committed to the best interests of the precision agriculture industry for the long term. We provide valuable grow analytics by capturing real-time data using our technology platform to increase revenues, reduce costs, risks and improve yield - making it easier for the grower to operate efficiently and effectively. The Company is listed on the CSE under the symbol BGRD.

FORWARD-LOOKING INFORMATION

This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of Braingrid. Information and statements which are not purely historical fact are forward-looking statements. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of Braingrid to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. Forward looking statements in this press release include statements regarding the potential draw down of the facility in one or more closings, the terms of the debentures and warrants that will be dependent on future trading prices and the use of the proceeds from the financing. Although Braingrid believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, Braingrid assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/45690