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File: News Release Apr 23, 2019.pdf

                                TANZANIA MINERALS CORP.
                                        NEWS RELEASE
____________________________________________________________________________
FOR IMMEDIATE RELEASE
 Not for distribution to United States newswire services or for release publication, distribution or
       dissemination, directly or indirectly, in whole or in part, in or into the United States.

 Tanzania Minerals Corp. and Jushi Inc Announce Subscription Receipt Offering
               in Connection with Reverse Takeover Transaction
Vancouver, British Columbia (April 23, 2019)   Tanzania Minerals Corp. ("Tanzania" or the
"Company") [NEX: TZM.H]   Tanzania and Jushi Inc ("Jushi") are pleased to announce that
Jushi 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
L.P., Echelon Wealth Partners, Inc., Haywood Securities, Inc and PI Financial Corp.
(collectively, the "Agents"), will arrange for sale on a commercially reasonable "best efforts"
agency offering on a private placement basis, subscription receipts (each, a " Subscription
Receipt") at a price to be determined in the range of US$2.50 to US$3.50 per Subscription
Receipt (the "Issue Price") for aggregate gross proceeds of up to US$50,000,000 (the
"Offering"). The Issue Price range was selected based on a post-money fully-diluted in-the-
money enterprise value of approximately US$330 million to US$470 million.
Founded in 2018, Jushi and its industry leading management team is building an integrated
multi-state owner and operator of cannabis and hemp licenses across the United States. Jushi
is focused on continuing to build a diverse multi-state portfolio of branded cannabis and hemp-
derived assets through opportunistic investments and by internally pursuing licenses 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 security holders of Jushi (the "Proposed
Transaction"). If the Proposed Transaction is successfully completed, the Company will
continue with the business of Jushi under the name "Jushi Holdings Inc." (the "Resulting
Issuer"). Tanzania and Jushi intend to apply to the Neo Exchange (the "NEO") for the listing of
the subordinate voting shares of the Resulting Issuer (the "Subordinate Voting Shares").
The Subscription Receipts will be automatically converted into common shares in the capital of
Jushi Acquisition Corp. ("Jushi Acquisition Shares") upon (a) the completion or satisfaction of
all conditions precedent to the Proposed Transaction set forth in the agreement dated
November 5, 2018 between the Company and Jushi (the "Agreement") 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
(the "Escrow Release Conditions"). The proceeds from the sale of the Subscription Receipts
(the "Escrowed Proceeds") 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



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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 (the " Closing Date") 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% 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 Inc." 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 6.0% of the aggregate gross
proceeds of the Offering. The Agents will also receive Agents' 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 6.0% 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 TSXV (the
"NEX") and listing on the NEO has been completed.
For more information please contact the Company at (204) 955-4803.
On Behalf of the Board of Directors of Tanzania Minerals Corp.
Rob Dzisiak
President & CEO
Tanzania is a former junior exploration company currently trading on the NEX. The Company
was reorganized and funded in July 2018, specifically for the purpose of seeking out new
business opportunities. Additional information on Tanzania, including public documents can be
found on SEDAR at www.sedar.com.

All information contained in this news release with respect to Jushi was supplied by Jushi for
inclusion herein and the Company has relied on the accuracy of such information without
independent verification.
As noted above, completion of the Proposed Transaction is subject to a number of conditions,
including but not limited to, the required shareholder approval in respect of the applicable
matters. There can be no assurance that the Proposed Transaction will be completed as
proposed or at all.




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Investors are cautioned that, except as disclosed in the management information circular or
listing statement of the Company 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 Tanzania
should be considered highly speculative.
The NEX has in no way passed upon the merits of the Proposed Transaction and has neither
approved nor disapproved the contents of this news release.
Forward-Looking Information and Statements
This press release contains certain "forward-looking information" within the meaning of
applicable Canadian securities legislation and may also contain statements that may constitute
"forward-looking statements" within the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995. Such forward-looking information and
forward-looking statements are not representative of historical facts or information or current
condition, but instead represent only the Company's beliefs regarding future events, plans or
objectives, many of which, by their nature, are inherently uncertain and outside of the
Company's control. Generally, such forward-looking information or forward-looking statements
can be identified by the use of forward-looking terminology such as "plans", "expects" or "does
not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates"
or "does not anticipate", or "believes", or variations of such words and phrases or may contain
statements that certain actions, events or results "may", "could", "would", "might" or "will be
taken", "will continue", "will occur" or "will be achieved". The forward-looking information and
forward-looking statements contained herein may include, but are not limited to, information
concerning the Offering and Proposed Transaction, expectations regarding whether the Offering
and Proposed Transaction will be consummated, including whether conditions to the
consummation of the Offering and Proposed Transaction will be satisfied, the timing for holding
the special meeting of shareholders of the Company and the timing for completing the Offering
and Proposed Transaction, expectations for the effects of the Offering and Proposed
Transaction or the ability of the combined company to successfully achieve business objectives,
and expectations for other economic, business, and/or competitive factors.
By identifying such information and statements in this manner, the Company is alerting the
reader that such information and statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results, level of activity, performance
or achievements of the Company to be materially different from those expressed or implied by
such information and statements. In addition, in connection with the forward-looking information
and forward-looking statements contained in this press release, the Company has made certain
assumptions. Among the key factors that could cause actual results to differ materially from
those projected in the forward-looking information and statements are the following: the ability to
consummate the Offering and Proposed Transaction; the ability to obtain requisite regulatory
and shareholder approvals and the satisfaction of other conditions to the consummation of the
Offering and Proposed Transaction on the proposed terms and schedule; the ability to satisfy
the conditions to the consummation of the Offering and Proposed Transaction; the potential
impact of the announcement or consummation of the Offering and Proposed Transaction on
relationships, including with regulatory bodies, employees, suppliers, customers and
competitors; changes in general economic, business and political conditions, including changes
in the financial markets; changes in applicable laws; compliance with extensive government
regulation; and the diversion of management time on the Offering and Proposed Transaction.
Should one or more of these risks, uncertainties or other factors materialize, or should
assumptions underlying the forward-looking information or statements prove incorrect, actual



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results may vary materially from those described herein as intended, planned, anticipated,
believed, estimated or expected.
Although the Company believes that the assumptions and factors used in preparing, and the
expectations contained in, the forward-looking information and statements are reasonable,
undue reliance should not be placed on such information and statements, and no assurance or
guarantee can be given that such forward-looking information and statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated in
such information and statements. The forward-looking information and forward-looking
statements contained in this press release are made as of the date of this press release, and
the Company does not undertake to update any forward-looking information and/or forward-
looking statements that are contained or referenced herein, except in accordance with
applicable securities laws. All subsequent written and oral forward-looking information and
statements attributable to the Company or persons acting on its behalf is expressly qualified in
its entirety by this notice.




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