Valens Announces Acceleration of Warrant Expiry Date

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Kelowna, B.C., May 2nd 2019 – Valens GroWorks Corp. (CSE: VGW) (OTC: VGWCF) (the “Company” or “Valens”), a multi-licensed, vertically integrated provider of cannabis products and services focused on various proprietary extraction methodologies, distillation, cannabinoid isolation and purification, as well as associated quality testing announced today that it is accelerating the expiry date of all outstanding common share purchase warrants (the “Warrants”) of the Company issued pursuant to the warrant indenture dated October 10, 2018, between the Company and Computershare Trust Company of Canada (the “Warrant Indenture“). The proceeds from the exercise of the Warrants will be primarily used by the Company to continue to execute on its growth strategy, as well as general corporate and working capital purposes.

Pursuant to the Warrant Indenture, the Company may accelerate the expiry date of the Warrants in the event that the volume-weighted average closing price of the issued and outstanding common shares of the Company (“Common Shares“) is greater than $3.81 per Common Share for a period of 10 consecutive trading days (the “Acceleration Trigger“).

The Company confirms that as of the close of markets on May 2, 2019, an Acceleration Trigger had occurred. In accordance with the terms of the Warrant Indenture, this news release constitutes notice to Warrant holders of the Acceleration Trigger. Accordingly, the Company confirms that the Warrants are now set to expire at 5:00 p.m. (Pacific Time) on May 20, 2019, being the 15th day following the delivery of notice of accelerated warrant expiry (the “Early Expiry Date“). Any Warrants remaining unexercised after the Early Expiry Date will be cancelled.

As of the close of market on May 2, 2019, a total of 5,086,137 Warrants have yet to be exercised under the Warrant Indenture. Each Warrant is exercisable into one Common Share at a price of $2.54 per Common Share. Accordingly, if all of the outstanding Warrants are exercised, gross proceeds to the Company will total $12,918,788.

Holders may exercise the Warrants before 5:00 p.m. (Pacific Time) on May 20, 2019, by observing the process as set out in the Warrant Indenture.  The contact details for the Warrant Agent is, Computershare Trust Company of Canada, 3rd Floor, 510 Burrard Street, Vancouver, BC V6C 3B9, Attention: General Manager, Corporate Trust.

About Valens GroWorks

Valens GroWorks Corp. is a research-driven, vertically integrated Canadian cannabis company focused on downstream secondary extraction methodology, distillation and cannabinoid isolation and purification, as well as associated quality testing with three wholly-owned subsidiaries located in and around Kelowna, BC. Subsidiary Valens Agritech (“VAL”) holds a license to cultivate cannabis and produce cannabis oil under the Cannabis Act, as well as a license to conduct analytical testing for the cannabis industry.  VAL currently has extraction processing and supply agreements with various leading producers across Canada. Subsidiary Valens Labs is a Health Canada licensed ISO 17025 accredited cannabis testing lab providing sector-leading analytical services and has partnered with Thermo Fisher Scientific to develop a Centre of Excellence in Plant-Based Science. Subsidiary Valens Farms is in the process of becoming a purpose-built facility in compliance with European Union (EU) Good Manufacturing Practices (GMP) standards, ensuring the product from this facility can be exported anywhere in the world where Cannabis is nationally legal for medical or adult usage purposes. For more information, please visit Valens GroWorks or view the company’s Investor’s Deck.

For further information, please contact:

Scott Young
Valens GroWorks Corp.
Telephone: +1.705.888.2756

U.S. / Europe Investors
KCSA Strategic Communications
Phil Carlson / Elizabeth Barker
VGW@kcsa.com
212.896.1233 / 212.896.1203

Media
KCSA Strategic Communications
Anne Donohoe
adonohoe@kcsa.com
212.896.1265

Notice Regarding Forward-Looking Statements

This news release contains certain “forward-looking statements” within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as “anticipates”, “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed”, “positioned” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Corporation is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

The CSE or other regulatory authority has not reviewed, approved or disapproved the contents of this press release. We seek Safe Harbour.