Mr. James Pakulis reports

TRANSCANNA EXECUTES LOI TO ACQUIRE THE BUSINESS AND ASSETS OF PREMIER INDOOR CULTIVATOR LYFTED FARMS

Transcanna Holdings Inc. has executed a non-binding letter of intent dated May 17, 2019, with Lyfted Farms Inc., of Modesto, Calif., to acquire the business and assets of Lyfted. Lyfted Farms is a state licensed producer of high-quality indoor-grown cannabis. The three permanent state licences that Lyfted owns are for cultivation (nursery), cultivation (grow) and distribution.

"The proposed acquisition includes an exceptional brand, with a range of high-end flower, growing revenues, 50 exotic and unique genetic strains, and a team that's been a staple in the Modesto valley with over two decades of cultivating experience. In short, this is another example of an ideal acquisition candidate for Transcanna that offers SKU velocity, growing revenues and branded products that differentiate from others in the marketplace," stated Jim Pakulis, chief executive officer of Transcanna.

"Being a premier cultivator, we thrive on new, cutting-edge processes to generate superior results. We're extremely excited about joining forces with the team at Transcanna," stated Bob Blink, president of Lyfted Farms.

"The acquisition by Transcanna would allow us to solve our biggest current challenge, which is the limited cultivation space at our indoor facilities. We're already the No. 1 selling vendor of products among the top seven dispensaries locally. It's now time for us to scale throughout the state. Transcanna's impressive facility in Modesto, not far from our present location, and their vertically integrated strategy, including distribution, will enable us to achieve that."

On closing of the proposed acquisition, Lyfted will receive total consideration of $5.5-million (U.S.) in cash and one million shares. The company will pay $2.75-million (U.S.) at closing and issue a 12-month, unsecured, interest-only note for $2.75-million at 7-per-cent interest per annum. The note is repayable by the company in part or in full any time during its 12-month term. The company is paying a non-refundable deposit of $50,000 (U.S.) in cash, which is deductible from the total consideration payable under the terms of the proposed acquisition.

The proposed acquisition is subject to completion of due diligence, execution of a definitive asset purchase agreement, which is to be completed within 45 days of the date of the LOI, and relevant regulatory approvals. There can be no assurances that the completion of the proposed acquisition will occur on the terms set forth above or at all.

About Transcanna Holdings Inc.

Transcanna Holdings is a Canadian-based company focused on providing integrated branding, transportation and distribution services, through its wholly owned California subsidiaries, to a range of industries including the cannabis marketplace.

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