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File: Alliance NR BRIM Terms 012317-final.docx

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ALLIANCE GROWERS CORP.

NEWS RELEASE

ALLIANCE GROWERS FINALIZES DEFINITIVE AGREEMENT WITH B.R.I.M.
January 23, 2017 - Vancouver, B.C. - Alliance Growers Corp. (CSE: ACG) ("Alliance Growers" or the "Company") is please
--->d to announce the Company principal terms of the agreements with Botanical Research In Motion International Inc. ("B.R
--->.I.M.") for: (i) an exclusive license to use B.R.I.M.'s proprietary technology for large commercial scale micro propag
--->ation of cannabis plantlets, and (ii) a consulting agreement to provide B.R.I.M.'s expertise.  These agreements were r
--->atified by the Board of Directors of the Company on January 22, 2017.
As disclosed in news releases on October 26, 2016 and November 7, 2016, Alliance Growers had entered into a Memorandum
---> of Understanding ("MOU") with B.R.I.M. whereby B.R.I.M. would grant a license that will allow Alliance Growers to joi
--->ntly develop and operate multiple cannabis focused Botany Centres in Canada. Alliance Growers and B.R.I.M. have execut
--->ed a definitive Exclusive License Agreement and corresponding Consulting Services Agreement whereby B.R.I.M. has grant
--->ed Alliance Growers an Exclusive License to devlop Cannabis Botany Centres in Canada.
B.R.I.M. projects the development of the Cannabis Botany Centre will add value to Alliance Growers by providing the fo
--->llowing:
 B.R.I.M. forecasts the potential for the Botany Centre to produce in excess of three million cannabis plantlets per y
--->ear with a potential margin of $4 per plantlet;
Generate revenue from the extraction, processing and resale of cannabidiol (CBD) oil in Canada, USA and offshore, pote
--->ntially several million dollars per year;
Providing cold storage facilities utilizing the one-of-a-kind Cryotissue Cold Storage technology for tissue culture pr
--->eservation and regeneration as needed on long term basis.
Provide extraction services as retail services for cultivators and create custom profiles for extraction of botanicals
---> oils for the retail market.
Commenting on the Definitive Agreement, Dennis Petke, Alliance Growers President and CEO said, "We are very pleased to
---> have executed these agreements so that we can now purchase the property upon which we will build the Cannabis Botany 
--->Centre. As part of Alliances business model, we have begun negotiating with growers at various stages in the license p
--->rocess to purchase interests in their operations in exchange for long term supply plantlet supply contracts and offtak
--->e agreements, even before the Centre is built.  This guarantees immediate sales which will continue well into the futu
--->re.  In addition to the services offered by the Cannabis Botany Centre, BRIM and Alliance have identified significant 
--->additional revenue streams in the Medical and Cannabis space that we are very excited to begin implementing after we c
--->omplete this current round of funding."  
Mr. Petke continued, "Alliance continues to develop its business model to take advantage of the imminent legalization 
--->of Recreational Cannabis in Canada as well as the existing stets that have legalized Cannabis in the US.  We would lik
--->e to thank our existing shareholders and all new investors for their continued support as we work towards realizing ou
--->r vision of becoming a successful global cannabis company".
The Exclusive License Agreement includes the following significant terms:
Exclusive License Agreement
In consideration of the granting of this Exclusive License, Alliance Growers will pay to B.R.I.M. the following:
Issue to B.R.I.M. a total of 6,000,000 common shares and 3 million warrants to be released in stages.
Cash payments of $75,000 on execution of the MOU (paid) and $25,000 on execution of the Definitive Agreement and $50,0
--->00 on Closing, on or berfore February 28, 2017
Pay a Royalty to B.R.I.M. of 5% of gross sales for each month, provided however that payment will not be made where it
---> would result in an operating loss unless gross sales exceed $100,000 each month. 
Closing will be subject to completion of all due diligence by January 31, 2017 and Alliance Growers raising a minimum 
--->of  $2,000,000. 
B.R.I.M. has a first right of refusal to acquire the land and Botany Centre if Alliance is unable to compete construct
--->ion at a price equal to the greater of fair market value and all expenses incurred by Alliance
Concurrent with execution of the Exclusive License Agreement, Alliance and B.R.I.M. have entered into a Consulting Agr
--->eement and the usual Non-Disclosure Agreement pertaining to the Proprietary Technology.

Consulting Agreement
This agreement is about B.R.I.M.'s duties and compensation. The principle terms are as follows:
one year renewable term.
Advise during the pre-construction phase of the Botany Centre, planning of the location and assistance in the applicat
--->ion for zoning and building permits.
Supervise the construction and engineering according to the specifications in the Work Agreement.
assist in all phases of the construction of a Botany Centre in the lower mainland of British Columbia.
assist Alliance Growers in its applications to obtain appropriate permits from Health Canada in order for the Botany C
--->entre to legally produce and extract cannabis products and sell them.
assist Alliance Growers to manage and operate the Botany Centre 
Alliance Growers shall accrue a consulting fee payable to BRIM at the rate of $3,000 per month, commencing January 17,
---> 2017 until January 31, 2017.
Thereafter, Alliance Growers shall pay BRIM a consulting fee of $6,000 CDN per month, commencing February 1, 2017, for
---> the duration of the pre-construction phase until the completion of the acquisition of the property for the Botany Cen
--->tre (the "Property"). These fees may be accrued until the Botany Centre is fully permitted and licensed for commercial
---> production and commercial sale of cannabis products.   
Upon acquisition of the Property and completion of all building plans, including all engineering and permitting and th
--->e receipt of all licenses and permits required to operate the Botany Centre ("Approvals") (excluding  MMPR or comparab
--->le license from Health Canada), Alliance Growers shall enter into contracts with BRIM for the provision of the necessa
--->ry management services as agreed to by both parties to construction completion, in any case not to exceed $18,000 per 
--->month. Monthly fees in excess of $12,000 shall be accrued until the Botany Centre is fully permitted and licensed for 
--->commercial production and commercial sale of cannabis products.  
Upon receipt of the MMPR or comparable License from Health Canada Alliance Growers shall enter into contracts with BRI
--->M for the provision of the necessary management services as agreed to by both parties for the management of the Botany
---> Centre, based on commercial rates of pay for work performed.  All other personnel will be hired or contracted directl
--->y by Alliance Growers, or its wholly owned subsidiary.
Right of First Refusal ("ROFR")
Brim has the ROFR to purchase the Botany Centre prior to completion of construction if the Corporation cannot complete
---> the construction of the Botany Centre. The purchase price will be the greater of (i) fair market value as determined 
--->by the Alliance's professional advisors and (ii) not less than input costs expended or owing by Alliance in acquiring 
--->the Lands and all costs of designing, developing and building the Botany Centre to the date of purchase plus Alliance'
--->s borrowing costs if any.
Non-Disclosure Agreements
Brim and the Company have signed agreements to protect their confidential information.
Future Employment Agreement
The Company has signed an agreement with Brim and its chief scientist, Dr. Fawzia Afreen, that in the event she ceases
---> employment with Brim that she can be employed directly by Alliance Growers.
An arms-length finders' fee shall be payable in cash and/or shares in the amount of $68,250 equal to 10% of the first 
--->$300,000 and 7.5% on the remainder of the deemed value of the acquisition of $810,000 to David J. Kwiatkowski, Vancouv
--->er, B.C.
About Alliance Growers
Alliance Growers Corp (ACG: CSE) is a diversified cannabis company driven by the Company's 'Four Pillars' Organization
---> Plan - MMPR cannabis production facilities, distribution network, consumer products, and research and development.
Alliance Growers has excuted an agreement with Botanical Research In Motion International Inc., for a Canada Exclusive
---> License to jointly develop and operate a 40,000 square foot facility to be the first of its kind in Western Canada to
---> house a DNA Botany lab, extraction facility and Tissue Culture Plantlet Production facility to service the Cannabis m
--->arket and agriculture market in general. The proposed Cannabis Botany Centre will grow Cannabis plantlets using propri
--->etary tissue culture propagation, specifically the "Chibafreen Invitro Plant Production System", which assures consist
--->ent composition and purity of each plantlet for the growers.  The Cannabis Botany Centre will feature:
1 - B.R.I.M.'s proprietary "Chibafreen Invitro Plant Production System"
Utilizing its proprietary state of art clean tissue culture lab room which, according to BRIM, is designed to produce 
--->over three million Tissue Culture Plantlets per year.  The design is scalable and designed for all flora to serve the 
--->entire agriculture industry.
2 - B.R.I.M.'s proprietary Cryotissue Cold Storage
Utilizing the one-of-a-kind Cryotissue Cold Storage technology for tissue culture preservation and regeneration as nee
--->ded on long term basis.
3 - Extraction Lab
Provide custom profiles for extraction for botanicals oils for retail market.
Provide extraction services as retail services to cultivators.
4 - Botanical DNA Services Laboratory
Certifying plant tissue at the genetic level.
Additional DNA mapping services.
5 - B.R.I.M's proprietary research for cannabis for large commercial scale micro propagation production when permitted
--->.
Further, Alliance Growers has announced an agreement to a strategic investment arrangement with PharmaGreen and Canna 
--->Companion with offtake rights and agreements with both entities. As well, Alliance Growers has been negotiating to obt
--->ain other exclusive Canadian distribution agreements for certain proprietary products for support of the Cannabis grow
--->ing industry in addition to possible partnerships with existing MMPR licensed and soon-to-be licensed facilities.
For further information, please visit the Company's corporate website at www.alliancegrowers.com or the Company's prof
--->ile at www.sedar.com. 
If you would like to be added to Alliance Growers' news distribution list, please send your email address to newslette
--->r@alliancegrowers.com
On behalf of the board of directors of
ALLIANCE GROWERS CORP.
"Dennis Petke"
Dennis Petke
President and CEO
For more information contact:
 Dennis Petke
Tel: 778-331-4266
DennisPetke@alliancegrowers.com
 Rob Grace
Corporate Communications Consultant
Tel: 778-998-5431
RobGrace@alliancegrowers.com
THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF T
--->HIS RELEASE.
FORWARD LOOKING INFORMATION
This news release contains forward-looking statements and forward-looking information within the meaning of applicable
---> securities laws. These statements relate to future events or future performance. All statements other than statements
---> of historical fact may be forward-looking statements or information. More particularly and without limitation, the ne
--->ws release contains forward-looking statements and information relating to the use of proceeds of the Financing, as we
--->ll as the Company's corporate strategy. The forward-looking statements and information are based on certain key expect
--->ations and assumptions made by management of the Company, including, without limitation, the Company's ability to carr
--->y out its business plan. Although management of the Company believes that the expectations and assumptions on which su
--->ch forward-looking statements and information are based are reasonable, undue reliance should not be placed on the for
--->ward-looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current exp
--->ectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such s
--->tatements and information may not be appropriate for other purposes, such as making investment decisions. Since forwar
--->d-looking statements and information address future events and conditions, by their very nature they involve risks and
---> uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and
---> risks. These include, but are not limited to, the Company's ability to identify and complete additional suitable acqu
--->isitions to further the Company's growth as well as risks associated with the medical marijuana industry in general, s
--->uch as operational risks in development and production delays or changes in plans with respect to development projects
---> or capital expenditures; the uncertainty of the capital markets; the uncertainty of receiving the required licenses, 
--->production, costs and expenses; health, safety and environmental risks; marketing and transportation; loss of markets;
---> environmental risks; competition; incorrect assessment of the value of the potential market; ability to access suffic
--->ient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes
---> in legislation, including but not limited to tax laws and regulated regulations. Accordingly, readers should not plac
--->e undue reliance on the forward-looking statements, timelines and information contained in this news release. Readers 
--->are cautioned that the foregoing list of factors is not exhaustive.
The forward-looking statements and information contained in this news release are made as of the date hereof and no un
--->dertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of 
--->new information, future events or otherwise, unless so required by applicable securities laws or the Canadian Securiti
--->es Exchange. The forward-looking statements or information contained in this news release are expressly qualified by t
--->his cautionary statement.