Mr. Karl Kottmeier reports

CHEMISTREE ANNOUNCES SHORT-FORM PROSPECTUS OFFERING OF DEBENTURE UNITS

Chemistree Technology Inc. has filed a preliminary short form prospectus in each of the provinces of Canada, other than Quebec, in connection with a best efforts offering of debenture units of the company at a price of $1,000 per initial unit. Canaccord Genuity Corp. will act as sole bookrunner and agent in respect of the offering. The number of the initial units to be sold pursuant to the offering will be determined through discussions between the company and the agent, in the context of the market.

The company has granted to the agent an option, exercisable from time to time in whole or in part, in the sole discretion of the agent, up to 30 days from the closing of the offering, to purchase up to an additional 15 per cent of the number of initial units sold pursuant to the offering on the same terms as set forth above to cover overallotments, if any.

Each debenture unit will consist of: (i) one 10 per cent unsecured convertible debenture of the company in the principal amount of $1,000, with interest payable semi-annually in arrears on June 30 and Dec. 31 of each year, commencing June 30, 2019, and maturing three years from the date the debentures are issued; and (ii) 2,000 warrants, with each warrant being exercisable for a period of three years following the closing date to purchase one common share of the company at an exercise price of 70 cents per warrant share, subject to adjustment in certain events.

Each debenture will be convertible at a price of 50 cents per debenture at the option of the holder into common shares of the company at any time prior to the earlier of: (i) the last business day immediately preceding the maturity date; or (ii) the business day immediately preceding the date specified for redemption of the debentures upon a change of control, subject to acceleration in certain events. Upon conversion, debentureholders will receive accrued and unpaid interest thereon for the period from, and including, the date of the latest interest payment to, and including, the date of conversion.

The company may force the conversion of the principal amount of the then outstanding debentures at the conversion price on no less than 30 days of notice should the daily volume-weighted average trading price of the company's outstanding common shares on the Canadian Securities Exchange be equal to or greater than $1 per common share for any 10 consecutive trading days, subject to such mandatory conversion being permitted under the policies of the applicable exchange at the time of conversion.

Upon a change of control of the company, debentureholders will have the right to require the company to repurchase their debentures, in whole or in part, on the date that is 30 days following the giving of the notice of change of control at a price equal to 104 per cent of the principal amount of the debentures then outstanding, plus accrued and unpaid interest thereon. If 90 per cent or more of the principle amount of the debentures outstanding are tendered for redemption, the company will have the right to redeem all of the remaining debentures at the offer price.

The company has agreed to pay a cash commission to the agent equal to 7 per cent of the gross proceeds of the offering, including in respect of any additional units issued upon exercise of the overallotment option. As additional consideration for the services rendered in connection with the offering, the company has agreed to: (i) pay the agent, on the closing date, a corporate finance fee of $150,000, of which $75,000 will be paid in cash and $75,000 will be satisfied through the issuance of common shares at the conversion price; and (ii) issue to the agent, on the closing date, non-transferable broker warrants to purchase such number of units of the company as is equal to 7 per cent of the number of debenture shares that would be issued assuming the conversion of 100 per cent of the debentures sold under the offering (including any additional units issuable upon exercise of the overallotment option) at 50 cents per broker unit. Each broker unit will consist of one common share and one-half of one common share purchase warrant of the company. Each broker unit warrant will be exercisable to acquire one common share at any time up to 36 months following the closing date at an exercise price of 70 cents per broker warrant share, subject to adjustment in certain events.

The company will apply to list the warrants, the debenture shares, the warrant shares, the broker unit shares, the broker unit warrants and the broker warrant shares to be issued in connection with the offering on the CSE.

The company intends to use the net proceeds of the offering: (i) to expand its facilities in Washington State; (ii) to expand its brands in California, including the launch of Sugarleaf-branded products; (iii) to continue the licensing, development and, ultimately, buildout of the company's property in Desert Hot Springs, Calif.; and (iv) for working capital and general corporate purposes.

The offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the CSE, as well as the company and the agent entering into an agency agreement.

About Chemistree Technology Inc.

Chemistree Technology is an investment company dedicated to the U.S. and international cannabis sector, providing turnkey solutions for the regulated cannabis industry. The company's corporate strategy is to acquire and develop vertically integrated cannabis assets, leveraging management's decades of expertise in the cannabis industry and corporate finance, to own and operate licensed cultivation, processing, distribution and retail facilities.

We seek Safe Harbor.