Not for Dissemination to United States Newswire Services or for Dissemination in the United States

CALGARY, AB / ACCESSWIRE / July 10, 2019 / International Cannabrands Inc. (CSE: JUJU) (the “Company”) is pleased to announce it has entered into an engagement letter with Gravitas Securities Inc. (“Gravitas”) and Canaccord Genuity Corp. (collectively, the “Agents”) to act as agents, on a commercially reasonable “best efforts” agency basis, to offer for sale unsecured convertible debentures of the Company (the “Convertible Debentures”) to raise gross proceeds of up to $5 million. The Convertible Debentures will bear interest at a rate of 10% per annum, payable semi-annually in arrears commencing December 31, 2019, and will mature five (5) years from the date of issuance (the “Maturity Date”). In addition, the Agents have the option to offer for sale up to an additional $5 million principal amount of Convertible Debentures (collectively, the “Offering”). Gravitas is acting as Lead Agent and has the right to act as the lead manager and sole bookrunner for the Offering.

Each Convertible Debenture is being offered at a price of $1,000 per debenture and is convertible at any time prior to the Maturity Date into units of the Company (“Units”) at a price of $0.06 per Unit (the “Conversion Price”). In addition, in the event of a change of control, the holders will have the right to require the Company to repurchase their Convertible Debentures within thirty (30) days of the notice of a change of control at a price equal to 105% of the principal amount of the Convertible Debentures plus any accrued but unpaid interest. Each Unit will consist of one (1) common share (a “Common Share”) and one (1) common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional Common Share at a price of $0.10 per share for a period of 5 years from the date of issue of the Warrants, subject to the ability of the Company to accelerate the expiry date at any time after a period of four (4) months, if, during the term of the Warrants, the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange is greater than $0.15 per share for ten (10) consecutive trading days. Closing of the Offering is expected to occur on or about July 31, 2019. The Conversion Price is subject to adjustment in certain events.

The Agents will be paid a cash commission equal to 8% of the gross proceeds of the Offering and will also receive warrants to purchase such number of Units as is equal to 8% of the aggregate gross proceeds of the Offering divided by the Conversion Price, at a price per Unit equal to the Conversion Price, exercisable for a period of five (5) years following closing (the “Agent’s Warrants”).

The Convertible Debentures, Agent’s Warrants and any Common Shares and Warrants issued upon conversion of the Convertible Debentures or exercise of the Agent’s Warrants will bear a four (4) month hold period from the date of issue of the Convertible Debentures.

It is anticipated that the net proceeds from the Offering will be used to fund acquisitions, capital expenditures and for general corporate proposes.

The completion of the Offering is subject to, among other things, completion of satisfactory due diligence by the Agents, execution of an agency agreement between the Corporation and the Agents and regulatory approval.

Steve Gormley, CEO commented: “We are thrilled to be working again with Gravitas and Canaccord on our next raise and look forward to a successful Offering.”

About International Cannabrands (ICI)

ICIs strategy centers on acquiring micro brands, distribution and specific manufacturing/cultivation companies in the cannabis space. The Company’s business model is to generate revenue from cannabis cultivation, brands ranging from flower to edibles and from THC to CBD, oil extraction, ancillary products and apparel in the United States. ICI markets products with THC content where that practice has been legalized at the state level through either medicinal or full recreational use. ICI also markets products containing CBD in the US and internationally. ICI owns 51% of La Vide Verde, Inc. and has the exclusive rights to the Julian Marley JuJu Royal™ brand. The Company believes as the legal cannabis market evolves, high-quality, unique products will increasingly capture market share and provide a valuable platform for growth.

About La Vida Verde, Inc. (LVV)

In addition to LVV’s wholesale flower, packaged flower, pre-rolls and blunts, its differentiating products include gummies, upscale protein bars, new chocolate forms and super cookies. LVV brands currently include Skunk Feather Cannabis™ and Blank Brand™. LVV has been operating in California since 2015, and currently has extraction, manufacturing and distribution capability. LVV is a leader in the extraction field, being one of the first to incorporate full spectrum testing in every product, testing for potency, terpenes, pesticides and residual solvents. Its concentrates are pharmaceutical grade and free of any pesticides, microbial contaminants, heavy metals or additives. LVV has recently doubled its manufacturing capability and has installed state-of-the-art technology. LVV believes that the best medicine starts with the food you eat and it takes pride in producing products for people who are searching for a natural and healthy alternative for nurturing their bodies. All its products use only healthy fats, are vegan, organic, gluten-free, paleo friendly and low glycemic.

International Cannabrands Contact:

Steve Gormley

Chief Executive Officer

1045 Lincoln Street, #106

Denver, Colorado 80203

Ph: (323) 828-4321 or [email protected]

Media Inquiries: [email protected]

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES OR A SOLICITATION FOR PURCHASERS TO BUY SECURITIES. THIS PRESS RELEASE IS NOT TO BE CONSTRUED AS A PUBLIC OFFERING IN ANY PROVINCE IN CANADA UNLESS A PROSPECTUS RELATING THERETO HAS BEEN ACCEPTED FOR FILING BY A SECURITIES COMMISSION OR SIMILAR AUTHORITY IN SUCH PROVINCE.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CANADIAN SECURITIES EXCHANGE) HAS REVIEWED OR ACCEPTED RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of International Cannabrands Inc. in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the United States Securities Act of 1933, as amended, and applicable state securities laws or unless an exemption from such registration is available.

Disclaimer concerning Forward-looking Statements

Certain statements included herein constitute “forward-looking statements” within the meaning of applicable securities laws. Such forward-looking statements include, without limitation, the completion of the Offering, the gross proceeds of the Offering, regulatory approval of the Offering and the use of the net proceeds, if any, of the Offering, including the completion of any prospective acquisitions. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Investors are cautioned not to put undue reliance on forward-looking statements. Additional risks and uncertainties regarding the Company are described in its publicly available disclosure documents filed by the Company on SEDAR (www.sedar.com). The forward-looking statements contained in this news release represent the Company’s expectations as of the date of this news release, or as of the date they are otherwise stated to be made, and subsequent events may cause these expectations to change. Except as required by law, the Company does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

SOURCE: International Cannabrands Inc.