Mr. Andy Jagpal reports

BOUGAINVILLE VENTURES INC. PROVIDES CORPORATE UPDATE & SIGNS LOI WITH OREGON HEMP CBD PRODUCER

Bougainville Ventures Inc. has signed a letter of intent to enter into a financing and profit-sharing agreement with Worm Castings Farms Inc., the sole owner of an Oregon state hemp production and processing licence issued by the Oregon State Regulatory approval board. The material terms of the letter of intent are summarized as follows.

Letter of intent terms:

1. The parties shall enter into a financing and profit-sharing agreement, with both companies receiving dividends. The profit-sharing percentages will be stipulated in the definitive agreement.
2. Bougainville will agree to issue to Worm Castings 600,000 shares of Bougainville for assets and goodwill of Worm Castings.
3. Bougainville will also agree to raise $350,000 (U.S.) to be used to finance Worm Castings' business plan. The funds are expected to be provided on the following schedule:
   1. $75,000 by Nov. 7, 2018;
   2. $75,000 by Nov. 30, 2018;
   3. $200,000 by Dec. 31, 2018.
4. Worm Castings will submit to Bougainville a complete list of assets to be included in the definitive agreement.

About Worm Castings Farms Inc.

Worm Castings is a natural hemp company that currently has 10 acres of industrial hemp ready for harvest. It plants premium high-quality cloned feminized hemp plants with 10 per cent to 15 per cent cannabidiol and 0.3 per cent tetrahydrocannabinol resulting in maximized cannabidiol oil content within each plant. In addition, it provides proven topsoil mix that improves plant growth by 20 per cent. With this soil quality, it can expect to set standards in respective markets within the hemp industry.

Andy Jagpal, chief executive officer of Bougainville, commented, "The objective of this project is to extract CBD oil from hemp stock by providing the initial capital for the continued development of the 10-acre farmland and is a step in the right direction in diversifying our portfolio of companies in the cannabis infrastructure space."

Oroville campus Tier 3 tenant update

Bougainville has recently become aware that Marijuana Company of America Inc. (MCOA) has purportedly terminated its joint venture agreement with the company dated March 16, 2017, and that it may have commenced legal action against the company relating to various claims. The company has not been served with a claim and has not receive a notice of default related to the joint venture agreement and will investigate this matter further. If subject to a claim, the company intends to defend vigorously and to pursue all legal actions available to it. The company notes that the joint venture agreement relating to the acre of the 4.33-acre parcel of land located at Oroville campus will continue for occupancy for its tenant.

Oroville campus Tier 2 tenant update

The company notes that the new I-502 Tier 2 licensee tenant and lease agreement relating to the 3.33-acre parcel of land in the Oroville campus announced in the company's news release dated Oct. 23, 2018, is not subject to the joint venture agreement with MCOA and indeed resides on a separate parcel of land. Operations relating to such tenant are proceeding as previously announced.

About Bougainville Ventures Inc.

Bougainville provides cannabis infrastructure and seed-to-sale services to I-502 tenant growers leasing greenhouse facilities space and providing fully built-out, turnkey solutions and ancillary services, including processing, cannabis expertise, and marketing and sales resources. Greenhouse canopies provide a 50-per-cent saving in cultivation cost. Bougainville has 30,000 square feet in near production in Oroville, Wash.

We seek Safe Harbor.