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File: Harvest One - NR -DAgmtFinal.doc

NEWS RELEASE - For Immediate Distribution

HARVEST ONE CAPITAL INC.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

NEX - WON.H        December 8, 2016

Harvest One Signs Definitive Agreement to Acquire ACMPR Licensed Medical Cannabis Producer United Greeneries and Swiss
---> Medical Cannabis-Based Health Products Company Satipharm AG
Further to our previous news release, Harvest One Capital Inc. (NEX - WON.H) ("Harvest One" or "the Company") announce
--->s that it has signed a Definitive Agreement with an ASX-listed company, MMJ Phytotech Limited (ASX: MMJ) ("MMJ") (the 
--->"Definitive Agreement"), pursuant to which Harvest One will, subject to certain conditions, acquire 100% of the issued
---> and outstanding  shares  ("Spin Out Companies Shares") of United Greeneries Holdings Ltd. ("United Greeneries") and S
--->atipharm AG ("Satipharm"), both wholly owned subsidiaries of MMJ (together, the "Spin Out Companies"), by way of a sha
--->re exchange agreement dated December 6, 2016 (the "Transaction"). 
The Transaction provided for in the Definitive Agreement:
constitutes the Company's Qualifying Transaction under the policies of the TSX Venture Exchange ("TSXV");
is an arm's length Transaction and will not require approval of the shareholders of Harvest One; and
is subject to MMJ shareholder approval, which will be sought at a meeting of shareholders on January 9, 2017.
Further, the Definitive Agreement provides:
the Company will acquire all the outstanding shares of the Spin Out Companies in exchange for a combination of shares 
--->and cash as set out below and immediately following a 1.79 to 1 share consolidation for an aggregate deemed purchase p
--->rice of $42 million;
the Company will issue 53,333,333 post-consolidated shares to MMJ at an ascribed price of $0.75 per share and pay $2,0
--->00,000 cash to MMJ.  Harvest One presently has 4,493,120 fully diluted shares outstanding consisting of 4,093,120 comm
--->on shares outstanding and 400,000 options outstanding at $0.10 conversion price;
the Transaction will be accompanied by a concurrent financing for gross proceeds of at least $15 million (or such othe
--->r amount as may be agreed by the parties and sufficient to meet minimum TSXV listing requirements). The financing is e
--->xpected to be completed by way of a private placement;
Harvest One is expected to be renamed Sol Growth Corp (TSXV: SOL) following successful recapitalization;
upon conclusion of the Transaction, it is expected that the Company will be a Tier 1 or 2 Life Sciences or Industrial 
--->Issuer and MMJ will be an insider of the resulting issuer by virtue of holding more than 10% of the issued and outstan
--->ding common shares of the resulting issuer; and
other than the incoming board of directors and management of the resulting issuer, as disclosed below, the Company doe
--->s not anticipate any additional insiders being formed on completion of the Transaction.
About the Incoming Board of Directors and Management:
The anticipated board of directors and management of the resulting issuer are as set out below:
Andreas Gedeon, Dipl.-Paed. - Proposed CEO and Director
Mr. Gedeon, a former Officer in the German Navy, holds a degree in Educational Science from the University of Federal 
--->Armed Forces Munich. He is an experienced businessman with proven expertise in large-scale and HR intensive projects. 
--->His previous areas of business include media production, horticulture and commercial construction. As the founder of M
--->MJ, Mr. Gedeon currently oversees the global expansion strategy of the MMJ group.
Peter Wall, LLB, BComm, MAppFin, FFin - Proposed Chairman 
Mr. Wall is a corporate lawyer based in Perth, Western Australia and is a Partner at one of Australia's leading corpor
--->ate and commercial law firms.  He graduated from the University of Western Australia in 1998 with a Bachelor of Laws a
--->nd Bachelor of Commerce (Finance) and subsequently completed a Masters of Applied Finance and Investment with FINSIA (
--->formerly the Securities Institute of Australia).
Mr. Wall was a founding director and shareholder in Phytotech Medical Limited, the first medical cannabis company to l
--->ist on the Australian Securities Exchange, which subsequently was renamed "MMJ Phytotech Ltd" after a merger with MMJ 
--->Biosciences Inc. 
Mr. Wall has a wide range of experience in all forms corporate and commercial law, with a particular focus on mergers 
--->and acquisitions, IPOs, back door listings and capital markets transactions.
Mr. Wall is the Non-Executive Chairman of ASX listed companies, MMJ Phytotech Ltd (formerly Phytotech Medical Limited)
--->, Minbos Resources Ltd, Activistic Limited, MyFiziq Limited, Zyber Holdings Limited, Sky and Space Global Ltd and Tran
--->scendence Technologies Limited and he is also a Non-Executive Director of Ookami Limited.
Jason Bednar, BComm, CA - Proposed Director
Mr. Bednar is a Chartered Accountant with more than 18 years of direct professional experience in the financial and re
--->gulatory management of companies listed on the Toronto Stock Exchange, TSX Venture Exchange, American Stock Exchange a
--->nd ASX.
He is currently the CFO and director of Canacol Energy Ltd., a Colombian focused oil and gas exploration and productio
--->n company with an enterprise value of approximately US$650 million. 
Mr. Bednar has been the past CFO of several international oil and gas E&P companies, most notably the founding Chief F
--->inancial Officer of Pan Orient Energy Corp., a South East Asia exploration company, which during his tenure grew organ
--->ically to operate 15,000 barrels of oil per day and had a market capitalization of $700 million. He previously sat on 
--->the board of directors of several internationally-focused exploration and production companies, including being the pa
--->st Chairman of Gallic Energy Ltd.
Mr. Bednar holds a Bachelor of Commerce degree from the University of Saskatchewan.
Anne B. Chopra BComm, M.I.R (Queen's), J.D. - Proposed Director
Ms. Chopra is a director of Caracara Silver Inc., a junior mining exploration company listed on the TSXV, (since July 
--->2011). In addition Ms. Chopra, since August 2008, holds the office of President, CEO, CFO and is a director of Harvest
---> One Capital Inc., a capital pool company trading on the NEX Board of the TSXV, (since August 2008).  Ms. Chopra serve
--->d as VP, Corporate and Legal Affairs with Potash One Inc., a TSX listed resource issuer from November 2007 to its buyo
--->ut in a $430 Million cash transaction in March 2011. Ms. Chopra has practiced corporate, commercial and securities law
---> with private regional law firms in British Columbia (since February 1997).  Ms. Chopra is also the Equity Ombudsperso
--->n for the Law Society of British Columbia, a role she has held since May 1999 and the recipient of the 2006 CBA Equali
--->ty and Diversity Award for her work in this field. Ms. Chopra also holds a B. Comm. degree and Doctor of Law degree, (
--->JD) from the University of Alberta, and a Masters of Industrial Relations from Queen's University.
Kwong Choo (Mr.), CPA, CGA - Proposed CFO
Mr. Kwong Choo is a Certified General Accountant with over 15 years of experience in senior financial roles and public
---> company reporting experience to the Company, having previously served as Chief Financial Officer and Vice President o
--->f Finance & Administration with Wex Pharmaceuticals Inc. a TSX-listed biotechnology company. Mr. Choo earned a degree 
--->in management accounting from the Chartered Institute of Management Accountants, UK in 1990 and holds a CGA designatio
--->n in Canada.
Will Stewart - Proposed Director
Mr. Stewart is a seasoned strategic public affairs advisor with significant experience working in both the public and 
--->private sectors. Mr. Stewart is currently a Managing Principal at Navigator Inc, a leading Canadian public strategy an
--->d communications firm, where he provides strategic planning, research and communications counsel to clients in a diver
--->se variety of sectors. Mr. Stewart is also the founding Principal of Ensight, a strategic partnership of Canadian comm
--->unications and public affairs firms - Enterprise and Navigator. Prior to joining Navigator and founding Ensight, Mr. S
--->tewart served as Chief of Staff in several portfolios to Ontario ministers responsible for energy and social services,
---> as well as the Government Whip and House Leader. Mr. Stewart has a deep understanding of complex financial transactio
--->ns, such as foreign investment, sovereign wealth funds and how these issues are viewed by the public and government. M
--->r. Stewart was honoured to be chosen by the Hill Times as a member of its Top 100 Lobbyists for six consecutive years 
--->and was awarded the Queens Diamond Jubilee Medal for his contributions to Canadian public policy.
About the Spin Out Companies:
The resulting issuer will be a growth-oriented cannabis producer and cannabis-based health products company focused on
---> supplying Canadian and international cannabis markets through two distinct operating brands:
United Greeneries - Canadian ACMPR Licensed Producer with focus on large-scale horticultural operations for the upcomi
--->ng Canadian recreational cannabis market.
Satipharm - International medical cannabis brand with focus on oral delivery technologies for strategic entry in emerg
--->ing medical cannabis markets and the existing medical cannabis market in Canada.
About United Greeneries:
United Greeneries is a Canadian ACMPR Licensed Producer and will be the Spin Out Companies' horticultural arm and recr
--->eational brand. United Greeneries' Duncan Facility is licensed to cultivate medical marihuana by Health Canada pursuan
--->t to the Access to Cannabis for Medical Purposes Regulations ('ACMPR'). Management anticipates that the Duncan Facilit
--->y will be issued an ACMPR full distribution license in Q2 2017. The Lucky Lake Facility is at the ACMPR security clear
--->ance stage of review.
Duncan Facility
On 30 June 2016, MMJ advised that Health Canada ("HC") had officially approved United Greeneries as an authorized Lice
--->nsed Producer ("LP") at the United Greeneries' flagship Duncan Facility under the Marihuana for Medical Purposes Regul
--->ations ("MMPR"). MMJ's Duncan Facility is a state of the art cannabis cultivation operation with approximately 10,000 
--->ft Superscript 2 of cultivation area and high compliance items such as a Level 8 Narcotics Vault and a full service in
--->-house biochemical and analytical laboratory. With cultivation capacity approximately 1,000 kg/year, Duncan has signif
--->icant excess processing capacity that can be potentially utilized later by United Greenies to process internal or thir
--->d party materials. On August 13, 2016, United Greeneries executed a binding letter of intent ("LOI") with Cowichan Tri
--->bes to option 13+ acres of a 40 acre land package immediately adjacent to the existing Duncan Facility for the purpose
--->s of large scale greenhouse expansion of the Duncan Facility. United Greeneries has developed a preliminary Duncan 3-p
--->hase greenhouse expansion plan for the full 40 acre land package that, if fully implemented, would result in the Dunca
--->n Facility's production capacity growing from ~1,000kg/year to an estimated 57,500 kg/year by YE 2020.
Lucky Lake Facility
The Lucky Lake Facility in Lucky Lake, Saskatchewan is a 62,000 ft2 modern, concrete agricultural facility sitting on 
--->over 18 acres of land which is 100% owned by United Greeneries. The facility includes a potential residential property
---> for future employees and has a vast supply of water and electricity. The Lucky Lake Facility's MMPR application was s
--->ubmitted in March 2015 and is currently in the security clearance stage of review. Once licensed Lucky Lake's cannabis
---> cultivation capacity is estimated to be up to 11,700kg of cannabis per annum.
Satipharm AG
Satipharm is specialised in the development and manufacturing of cannabis-based health products and will be the compan
--->y's medical and health brand. Based in Lucerne, Switzerland, Satipharm is a European pharmaceutical, nutraceutical and
---> cosmeceutical company. Satipharm is specialised in development and production of dietary supplements and cosmetics wi
--->th a focus on legally accessible cannabidiol (CBD). Satipharm also has worldwide exclusive rights to the Gelpell trade
--->mark Microgel process for all cannabis applications.
From this development originated CBD Gelpell Microgel Capsules, a CBD product with a unique, controlled delivery syste
--->m with enhanced oral bioavailability. Satipharm's vision is to become a global leading company in cannabis-based produ
--->cts utilizing advanced delivery systems this segment through the development and commercialization of cannabidiol base
--->d products and cannabis-based products.
Satipharm has historical revenue of approximately A$255,340 for the year ending 30 June 2016.
Satipharm Gelpell trademark Microgel Capsules
Satipharm began production of its Gelpell trademark Microgel Capsules in May 2015, and is committed to boosting the sa
--->les of its flagship product throughout regulated markets globally. The capsules utilize GACP/GMP produced Cannabis ext
--->ract from Satipharm's partner AI FAME GMBH / Ai LAB SWISS AG, which fulfills all criteria of the European Pharmacopeia
---> and contains 92% purified CBD, with no THC or other cannabinoids present. The extract is then processed under an excl
--->usive technology use agreement by Gelpell AG into proprietary micro-gelatine spheres and packaged under GMP protocols 
--->into a 10mg, 50mg and a 100mg presentation.
Gelpell trademark Microgel 
Satipharm has worldwide exclusive rights to the Gelpell trademark Mircrogel process for all cannabis applications. The
---> Gelpell trademark Microgell process results in seamless gelatin pellets under 2mm containing a payload rich in cannab
--->inoids. The cannabinoids are bound and protected by three-dimensional natural gelatin matrix. This in-situ micro emuls
--->ion ensures accurate and consistent dosages and substantially enhances the bioavailability of the cannabinoids. Satiph
--->arm has sublicensed the pharmaceutical cannabis application of Gelpell trademark Microgel process to PhytoTech Therape
--->utics, MMJ's Israel-based subsidiary responsible for the Company's R&D and clinical development activities. PhytoTech 
--->Therapeutics is currently utilizing Gelpell trademark Microgel process in two prescription drugs about to enter phase 
--->2 clinical studies. The Gellpell trademark Microgel process was chosen as the oral delivery system in the phase 2 stud
--->ies after phase 1 studies showed that the Gelpell outperformed commercially available Sativextrademark demonstrating s
--->uperior CBD plasma profile. Satipharm extended an existing marketing agreement with Gelpell AG with a license agreemen
--->t for exclusive us of Gelpelltrademark Microgel technology in pharmaceuticals after the phase 1 results.
Satipharm Marketing
Satipharm is currently preparing a significant marketing campaign to drive sales of 10 MG and 50 MG Satipharm Gelpellt
--->rademark Microgel Capsules focusing first on Germany and Poland followed by entry into 10 additional EU countries in A
--->pril 2017. Further expansion plans include the introduction of a medical purposes food supplement product and a dermat
--->ology product in select EU countries commencing in May 2017.
Satipharm plans to introduce Gelpell trademark Microgel products into the Canadian MMPR market and the Australian mark
--->et and is in the process of developing strategies to quickly achieve this. Satipharm also plans to license or introduc
--->e products into regulated cannabis markets internationally.
Completion of the Transaction is subject to a number of conditions, including but not limited to, diligence investigat
--->ions by the respective parties, receipt of applicable corporate approvals, completion of the concurrent financing, TSX
--->V, ASX and other regulatory approvals.  Where applicable, the transaction cannot close until the required shareholder 
--->approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be pre
--->pared in connection with the Transaction, any information released or received with respect to the 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.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the policies o
--->f the TSX Venture Exchange) has in any way passed upon the merits of the Transaction and neither of the foregoing enti
--->ties accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of 
--->the contents of this press release.
The Company will be seeking a waiver of any requirement for sponsorship required under TSXV policy in reliance on the 
--->financing.  Additional information will be provided in a subsequent news release before the Company's shares resume tr
--->ading.

For more information on Harvest One, please contact:
Anne B. Chopra, President, CEO, CFO and a Director of
Harvest One Capital Inc.
Telephone: (604) 812-2344
E-mail:  achopra1@novuscom.net

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the 
--->TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain statements contained in this press release constitute forward-looking information. These statements relate to 
--->future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "proj
--->ected", "estimated" and similar expressions and statements relating to matters that are not historical facts are inten
--->ded to identify forward-looking information and are based on the Company's current belief or assumptions as to the out
--->come and timing of such future events. Actual future results may differ materially. In particular, this release contai
--->ns forward-looking information relating to the intention of the parties to complete the Transaction. Various assumptio
--->ns or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-l
--->ooking information. Those assumptions and factors are based on information currently available to the Company. The mat
--->erial factors and assumptions include the parties to the Term Sheet being able to obtain the necessary director, share
--->holder and regulatory approvals; TSXV policies not changing; licensing and other risks associated with regulated ACMPR
---> entities; and completion of satisfactory due diligence. Risk Factors that could cause actual results or outcomes to d
--->iffer materially from the results expressed or implied by forward-looking information include, among other things: con
--->ditions imposed by the TSXV, the failure to obtain the required approval for the Transaction; changes in tax laws, gen
--->eral economic and business conditions; and changes in the regulatory regime. The Company cautions the reader that the 
--->above list of risk factors is not exhaustive. The forward looking information contained in this release is made as of 
--->the date hereof and the Company is not obligated to update or revise any forward looking information, whether as a res
--->ult of new information, future events or otherwise, except as required by applicable securities laws. Because of the r
--->isks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking inf
--->ormation. The foregoing statements expressly qualify any forward-looking information contained herein. 
The information in this press release pertaining to MMJ and its affiliates was provided by MMJ.  Although Harvest One 
--->does not have any knowledge that would indicate that such information is untrue or incomplete, neither Harvest One nor
---> any of its directors or officers assumes nay responsibility for the accuracy or completeness of such information.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in 
--->the United States. The securities have not been and will not be registered under the United States Securities Act of 1
--->933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the Uni
--->ted States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or 
--->an exemption from such registration is available.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with t
--->his restriction may constitute a violation of U.S. Securities laws.