Cann-Is Capital Corp. (the “Corporation”) (TSXV:NIS.P) is pleased to announce that it has entered into a binding engagement agreement with CWE European Holdings Ltd., a company incorporated under the laws of Canada (“CWE”), pursuant to which the Corporation will acquire all of the issued and outstanding shares in the capital of CWE (the “Proposed Transaction”).

When completed, the Proposed Transaction will constitute the Corporation’s qualifying transaction pursuant to the policies of the TSX Venture Exchange (the “Exchange”) and is subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange.


ABOUT CWE

CWE European Holdings Inc. (“CWE”), is a Canadian holding company with wholly-owned subsidiaries that operate a seed to sale HEMP business in Germany in compliance with applicable laws.

CWE is seeking to become one of the largest HEMP offline and online retailers, building a controlled access to Central European customers by opening retail locations in Germany. Currently CWE owns and operates nine stores in the State of Bavaria in Germany through three German subsidiaries.

The stores are operated under the brand name “HANF” in Germany.

CWE is selling an organic, health conscious lifestyle based on Hemp products, some containing CBD.

CWE has developed a private label Hemp derived CBD brand which makes up 70% of offline sales.

CWE sales for the year ended December 31, 2019 were CAD$2.5M with an EBITDA of CAD$260K (Audited German GAAP).

ADDITIONAL TERMS

A comprehensive news release with further particulars relating to the Proposed Transaction, financial particulars, transaction structure, descriptions of the proposed management and directors of the resulting issuer, terms of any concurrent financing and sponsorship, if applicable will follow in accordance with the policies of the Exchange.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular, filing statement or prospectus in lieu thereof to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, (as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements, including statements about the Corporation’s future plans and intentions and completion of the Proposed Transaction. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Risks and uncertainties include, but are not limited to, the risk that the Proposed Transaction may not constitute the Corporation’s qualifying transaction pursuant to the policies of the Exchange and the risk that the Corporation may not comply with all necessary regulatory and other approvals and certain other terms and conditions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

About Cann-Is Capital Corp.

The Corporation is a Capital Pool Company (“CPC”). It has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in the CPC Policy, as defined in the final prospectus, until Completion of the Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction.

For More Information

For more information please contact:
Jonathan Graff, Chief Executive Officer
Telephone: (416) 862-3558
Email: jonathan@graffcapital.com

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