Mr. Rob Dzisiak reports

TANZANIA MINERALS CORP. AND JUSHI INC ANNOUNCE SUBSCRIPTION RECEIPT OFFERING IN CONNECTION WITH REVERSE TAKEOVER TRANSACTION

Jushi Inc. has entered into an engagement letter with Eight Capital, pursuant to which Eight Capital, as lead agent and sole bookrunner, along with a syndicate of agents, including GMP Securities LP, Echelon Wealth Partners Inc., Haywood Securities Inc. and PI Financial Corp., will arrange for sale, on a commercially reasonable best-effort agency offering on a private placement basis, subscription receipts at a price to be determined in the range of $2.50 (U.S.) to $3.50 (U.S.) per subscription receipt for aggregate gross proceeds of up to $50-million (U.S.). The issue price range was selected based on a postmoney fully diluted in-the-money enterprise value of approximately $330-million (U.S.) to $470-million (U.S.).

Founded in 2018, Jushi and its industry-leading management team is building an integrated multistate owner and operator of cannabis and hemp licences across the United States. Jushi is focused on continuing to build a diverse multistate portfolio of branded cannabis- and hemp-derived assets through opportunistic investments and by internally pursuing licences in attractive jurisdictions. Jushi strives to maximize shareholder value while delivering high-quality products across all levels of the cannabis and hemp ecosystem.

Terms of the transaction

The offering is being completed in connection with the proposed business combination that will result in a reverse takeover of Tanzania by the securityholders of Jushi. If the proposed transaction is successfully completed, the company will continue with the business of Jushi under the name Jushi Holdings Inc. Tanzania and Jushi intend to apply to the NEO Exchange for the listing of the subordinate voting shares of the resulting issuer. The subscription receipts will be automatically converted into common shares in the capital of Jushi Acquisition Corp. upon: (a) the completion or satisfaction of all conditions precedent to the proposed transaction set forth in the agreement dated Nov. 5, 2018, between the company and Jushi shall have occurred or been waived, other than the filing of the articles of amalgamation; and (b) the receipt of all required shareholder, third party (as applicable) and regulatory approvals in connection with the proposed transaction, including for the listing of the subordinate voting shares on the NEO Exchange. The proceeds from the sale of the subscription receipts will be deposited in escrow until the escrow release conditions have been satisfied. Upon the successful completion of the proposed transaction, the Jushi acquisition shares, including those issued pursuant to conversion of the subscription receipts, will be exchanged for one subordinate voting share of the resulting issuer. Should the conditions not be satisfied, the subscription receipts will be cancelled and all proceeds from the sale of subscription receipts will be returned to subscribers.

Closing of the offering is expected to occur on or about May 21, 2019, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals of the securities regulatory authorities. Pursuant to the terms of the offering, the agents have been granted an option to arrange for the sale of up to an additional 15 per cent of the subscription receipts, which option is exercisable by the agents at any time prior to the closing date.

In connection with the proposed transaction, the company will be required to, among other things: (i) change its name to Jushi Holdings or a name requested by Jushi and acceptable to the applicable regulatory authorities; (ii) consolidate its outstanding Tanzania shares on a basis to be determined; (iii) replace all directors and officers of the company on closing of the proposed transaction with nominees of Jushi; and (iv) create new classes of multiple voting shares and super voting shares.

Jushi will pay cash commissions to the agents equal to up to 6 per cent of the aggregate gross proceeds of the offering. The agents will also receive agent warrants exercisable for a period of 24 months from the date the escrow release conditions are satisfied to acquire that number of units which is equal to 6 per cent of the number of subscription receipts sold under the offering at an exercise price equal to the issue price.

The subscription receipts will be offered pursuant to prospectus exemptions in all the provinces of Canada. The proceeds of the proposed transaction are intended to be used by the resulting issuer for future acquisitions, general corporate and working capital purposes.

It is expected that a special shareholder meeting of Tanzania to approve all required matters in connection with the proposed transaction will be held on April 29, 2019, and completion of the proposed transaction will take place in the second quarter of 2019.

The common shares of Tanzania will remain halted until all necessary filings have been accepted by applicable regulatory authorities, delisting from the NEX board of the TSX Venture Exchange and listing on the NEO Exchange has been completed.

Tanzania is a former junior exploration company currently trading on the NEX. The company was reorganized and financed in July, 2018, specifically for the purpose of seeking out new business opportunities.

We seek Safe Harbor.