Valens GroWorks Appoints Chief Operating Officer & Arranges Convertible Note Financing

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THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Valens GroWorks Corp. (CSE: VGW) (the “Company”) is pleased to announce the appointment of A.Tyler Robson, currently a director of the Company, as its Chief Operating Officer. Mr. Robson also continues as Director of Operations of Valens Agritech Ltd., the Company’s wholly-owned operating subsidiary in Kelowna, B.C.

Rob van Santen, CEO of Valens GroWorks Corp., commented: “We are delighted to announce the appointment of someone of Tyler’s calibre to strengthen our senior management team, particularly as we focus on the set up, expansion and management of our growing Canadian and U.S.-based commercial interests. Tyler has a strong track record in all aspects of efficient, high quality, commercial marijuana cultivation, holds a B.Sc. degree in biology with a strong interest in cannabis as sports medicine, and brings significant entrepreneurial initiative to help drive our growth objectives.”

The Company also reports that it has issued a convertible unsecured note (the “Note”) to a non-arm’s length lender, a company controlled by an outside director of the Company (the “Lender”), for an aggregate principal amount of $500,000. The CEO of the Company has personally guaranteed the prompt, punctual and full payment of the Note when due. Note proceeds will be used for the purposes of meeting Company acquisition and expansion obligations and for general corporate purposes.

The Note will mature in one year and bear interest at 10% per annum from the date of funds advance until the earlier of: the date the Note, together with all accrued interest, is repaid in full, and the date of completion of the Option Exercise (as defined below).

Prior to the date of closing of the next corporate financing (the “Financing”), the Lender has the option but not an obligation to exchange all or part of the Note and accrued interest (the “Option Exercise”) into common shares of the Company (“Common Shares”) under the same terms and conditions as, and as a participant in the Financing. The Lender accepts the risk that the Financing may not be completed. Any Common Shares issued will be subject to restrictions on transfer and other alienation that may be imposed by regulatory authorities and underwriters.

In accordance with an Executive Services Agreement, the Company has indemnified and holds harmless the CEO for any liability incurred by him by reason of his execution of any personal guarantee for the Company’s benefit (including but not limited to personal guarantees in connection with office or equipment leases, commercial loans or promissory notes).

About Valens GroWorks Corp.

Valens GroWorks Corp is a Canadian Securities Exchange listed company with two pending proposed acquisitions in progress (see our February 9, 2017 news release).

The Company’s wholly-owned subsidiary, Valens Agritech Ltd. (“VAL”), is a post-inspection applicant (see our January 13, 2017 news release) awaiting the granting of a Controlled Drugs and Substances Dealer’s Licence for the cultivation and processing of marijuana. Based in the Okanagan Valley of British Columbia, VAL anticipates participation in clinical trial programs researching the efficacy of medical cannabis, and seeks to capture a broad spectrum of medical marijuana users, as well as recreational users once legalized, in pursuit of its ambitious farm to pharma objectives.

On behalf of the Board of Directors, VALENS GROWORKS CORP.

(signed) “Robert van Santen”
Chief Executive Officer


For further information, please contact:
Greg Patchell
Telephone: +1.250.860.8634


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.


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