Spearmint Acquires the Hammernose Gold Prospect in British Columbia Bordering the Strategic Alliance Between Westhaven Resources Inc. & Sable Resources Ltd.

Vancouver, British Columbia–(Newsfile Corp. – November 1, 2018) – Spearmint Resources Inc. (CSE: SPMT) (OTC Pink: SPMTF) (FSE: A2AHL5) (the “Company“) is pleased to announce that it has acquired the ‘Hammernose’ Gold Prospect consisting of 5,140 acres directly bordering the strategic alliance between Westhaven Resources Inc. and Sable Resource Ltd. in the Spences Bridge gold belt (SBGB) located in Southern British Colombia, Canada.

On October 2, 2018, Westhaven released high-grade drill results at its Shovelnose project intersecting 1.65 metres of 175 grams per tonne gold and 249 g/t silver, and recognition of visible gold in five drill holes. On Oct. 31, 2018, Westhaven reported high-grade drill results of 46.20 metres (m) of 8.95 g/t gold (Au) and 65.47 g/t silver (Ag), including 5.00m of 14.70 g/t Au and 215.00 g/t Ag at Shovelnose.

According to Sable Resources Ltd. (News release Oct. 16, 2018), the SBGB is a 200-kilometre-long-by-30-kilometre-wide emerging low-sulphidation epithermal gold belt that is believed to be highly prospective and underexplored. Interpreted to be a failed cretaceous rift basin, Sable believes the belt is prospective for Fruta del Norte style high-grade epithermal mineralization. It is close to major transportation routes and infrastructure allowing for cost-effective exploration. The SBGB is a 110-kilometre northwest-trending belt of intermediate to felsic volcanic rocks dominated by the Cretaceous Spences Bridge group.

James Nelson, President of Spearmint, stated “We are inspired by the recent success of Westhaven resources Inc.’s high-grade drill results in the Spences Bridge gold belt and are pleased to add the Hammernose prospect to Spearmints portfolio of projects. With the recent acquisition of a district size prospect bordering Serengeti Resources Inc. (SIR.V), in addition to ongoing activity on our gold properties bordering GT Gold in the golden triangle of BC, and the fact we are about to begin work programs on our Vanadium property in Quebec, we expect to be very active throughout the remainder of 2018 and heading into 2019. Spearmint has also recently engaged a new IR specialist to increase investor awareness as we enter this exciting time period.”

About Spearmint Resources

Spearmint’s current projects include the ‘Chibougamau Vanadium Prospects’ comprising of four separate claim blocks totalling 9,735-acres bordering, or in the direct vicinity of the vanadium deposit of BlackRock Metal’s (private) Ilmenite vanadium project and Vanadium One Energy Corp. and Spearmint’s ‘Clayton Valley Lithium Prospects’ in Nevada comprising of two claim blocks totalling 800 acres bordering Pure Energy Minerals & Cypress Development Corp.

Spearmint’s current projects also include a portfolio of prospects in the Golden Triangle of British Columbia; the ‘Golden Triangle Gold Prospects’ comprising of six separate claims blocks totalling 9,157 acres bordering GT Gold Corp, the 920 acre ‘NEBA West’ & 6,803 acre ‘NEBA’ Gold-Copper Prospects bordering Aben Resources Ltd, the ‘Henry’ Gold-Copper Prospect consisting of two contiguous claim blocks totalling 1,989 acres in the direct vicinity of Golden Ridge Resources Ltd., and the 21,587 acre ‘EL North’ Nickel-Copper Prospect is a contiguous land package of six claims in the Eskay Creek Camp bordering Garibaldi Resources Corp. Spearmint’s other projects in British Columbia include the ‘Gold Mountain Prospects’ comprising of three separate claim blocks totalling 1,245 acres bordering Barkerville Gold Mines, Spearmint’s 16,662 acre ‘WHY WEST’ Magnesium project consisting of six claims near Rossland, BC, and the ‘Safari’ Copper-Gold Prospect consisting of 9,007 contiguous acres located in the northern Quesnel Trough in north-central BC directly bordering Serengeti Resources Inc. This prospect was acquired via MTOnline.

Greg Thomson, PGeo and qualified technical person has reviewed this news release and approved the content.

If you would like to be added to Spearmint’s news distribution list, please send your email address to
info@spearmintresources.ca

Contact Information
Tel: 1604646-6903
www.spearmintresources.ca

“James Nelson”
President
Spearmint Resources Inc.

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this release.

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Cobalt and Copper Mineralization Borders Magnetic Anomalies at Monster Bloom Target

Vancouver, British Columbia–(Newsfile Corp. – November 1, 2018) – Go Cobalt Mining Corp. (CSE: GOCO) (“Go Cobalt” and/or the “Company“) is pleased to announce it has identified cobaltite in additional rock samples bordering magnetic anomalies on the Bloom Target on the 100% owned copper cobalt Monster Project (the “Property“) in the Yukon, Canada. The Monster Property is a 6,300 Hectare IOCG-Cobalt property in the Yukon Territory north of Dawson City.

Highlights:

  • Visible cobaltite has been identified in additional rock samples from Bloom Target (see Figure 2)
  • Surface cobalt and copper mineralization shows positive correlation with magnetic anomalies
  • The center of the magnetic highs are high priority targets
  • Multiple, additional, untested shallow magnetic anomalies remain in the Bloom Target
  • Cobalt and copper mineralization appear to be hosted in certain sedimentary layers and can be projected into the subsurface
  • Cobalt and copper mineralization on property occurs over large area

Plans to advance the high priority Bloom Target include:

  • Drill down-dip extensions of surface mineralization
  • Test the relationship of surface mineralization to shallow magnetic anomalies
  • Complete additional geochemical and geophysical surveys
  • Further expand zones of copper and cobalt mineralization

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Figure 1. The Bloom Target overlain on a 1st vertical derivative magnetic map. Several magnetic highs are untested.

To view an enhanced version of Figure 1, please visit:
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The Bloom Target

Historical work has yielded 14 surface showings of copper and cobalt. Of these, 5 surface showings occur on the Bloom Target. These surface showings include:

The East Cu-Co Zone – strata-bound copper and cobalt mineralization in carbonates and grades up to 1.87% Co, 0.9 % Cu and 1 g/t Au.

The 4900 Zone – occurs on the northwest edge of the Bloom Target area and includes up to 1.7% Cu, 1.47% Pb and 1.65% Zn, highlighting the polymetallic nature of the Monster deposit.

The South Co Zone – occurs in shales and contains up to 2.8% Co, 1.7% Cu and 0.7 g/t Au. This zone has also been confirmed by Go Cobalt during the 2018 field work.

Go Cobalt has not independently verified assays reported in this release and they are considered historic in nature. Additional assays from Go Cobalt’s 2018 field program are pending.

Rock samples

Rock samples of the East Cu-Co zone and several other showings on the property are commonly erythrite, heterogenite or azurite and malachite stained. The predominant cobalt bearing mineral is cobaltite, a cobalt arsenic sulphide. The principal copper bearing minerals are chalcopyrite, bornite, tenorite and possibly chalcocite. Cobalt and copper occur as veins, disseminations and blebs.

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Figure 2. Photos of stratabound blebs of cobaltite (co) and chalcopyrite (cpy) with carbonate-hematite alteration in carbonate-mud rock of the East Cu-Co showing. Both rock samples are approximately 15 cm wide.

To view an enhanced version of Figure 2, please visit:
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Approximately 40 rock samples of the Bloom Target are currently undergoing analyses at MS analytical in Langley, BC, together with 80 other rock samples from other historical and potentially new mineralized showings.

Magnetic and Radiometric Signature on the Bloom Target

In comparison to the country rock, the host rock to mineralization shows as a variably magnetic unit on a first-vertical-derivative image. The magnetic highs on the Bloom Target are locally bounded by surface mineralization. The centers of the magnetic highs are either unexposed or have not yet been investigated.

Radiometrics outline a broad zone of potassium and thorium. As opposed to the zonation elsewhere on the claim, this zone implies consistent alteration across the Bloom Target.

Future work on the Bloom Target includes further geological mapping and prospecting, soil sampling surveys at close sample spacing to outline shallow targets, drilling, and further geophysical work.

Qualified Persons

Adrian Smith, P.Geo., is the qualified person for the Company as defined in the National Instrument 43-101 and has reviewed the technical information presented within this news release.

About Go Cobalt Mining Corp.

Go Cobalt is a Vancouver based mining exploration company. We develop exciting and relevant energy metal projects to help meet demand for a battery powered future.

For further information, please contact:

Scott Sheldon, President

604.725.1857

scott@gocobalt.ca

Forward-Looking Information:

This press release may include “forward-looking information” (as that term is defined by Canadian securities legislation), concerning the Company’s business. Forward-looking information is based on certain key expectations and assumptions made by the Company’s management, including future plans for the exploration and development of its mineral properties. Although the Company believes that such expectations and assumptions are reasonable, investors should not rely unduly on such forward-looking information as the Company can give no assurance they will prove to be correct. Forward-looking statements in this press release are made as of the date of this press release. The Company disclaims any intent or obligation to publicly update any forward-looking information (whether as a result of new information, future events or results, or otherwise) other than as required by applicable securities laws.

Early Warning Press Release – Disposition of Shares of Jiminex Inc.

Toronto, Ontario–(Newsfile Corp. – October 31, 2018) – Michael Lerner (the “Shareholder“), of 43 Beaty Avenue, Toronto, Ontario M6K 3B3, announces the filing of an early warning report in connection with the disposition of 1,000,000 common shares (“Common Shares“) in the capital of Jiminex Inc. (the “Issuer“). The shares were disposed of on October 31, 2018 through private sale and purchase agreements between the Shareholder and various parties.

Prior to the disposition, the Shareholder beneficially owned, or exercised control or direction over, 3,538,500 (or 12.61%) of the Common Shares. Following the disposition, the Shareholder beneficially owns, or exercises control or direction over, 2,538,500 (or 9.05%) of the Common Shares. The Shareholder does not hold, nor does the Issuer have outstanding, any convertible securities of the Issuer. The Shareholder disposed of the shares of the Issuer for capital purposes and may from time to time increase or decrease his ownership or control of shares of the Issuer depending on market or other conditions.

A copy of the Shareholder’s early warning report may be may be obtained on the Issuer’s SEDAR profile or by contacting the Shareholder at (416) 710-4906.

ALQ Announces Name Change to Green Axis Capital Corp. and Effects Share Consolidation in Connection with Proposed Transaction

Vancouver, British Columbia–(Newsfile Corp. – October 31, 2018) – Green Axis Capital Corp. (CSE: BILZ) (the “Company“) is pleased to announce that on October 30, 2018 it changed its name from ALQ Gold Corp. to Green Axis Capital Corp. and effected a share consolidation on the basis of one post-consolidated common share for every two pre-consolidated common shares. Following the consolidation, the Company has 40,481,229 common shares issued and outstanding. The Company’s new stock symbol is “BILZ” and its new CUSIP number is 39260V104.

Computershare Investor Services Inc. (“Computershare“) has been retained to mail letters of transmittal to shareholders providing instructions on exchanging pre-consolidation share certificates for updated share certificates which reflect the corporate changes.

The name change and consolidation were effected in connection with the share exchange agreement dated September 29, 2018 (the “Share Exchange Agreement“) among the Company, Vulcan Enterprises US, Ltd. (Vulcan) and two of Vulcan’s shareholders and a related trademark & copyright agreement also dated September 29, 2018 (the “License Agreement“) between the Company and Vulcan, which is effective on the closing of the Share Exchange Agreement. The Share Exchange Agreement and License Agreement are described in the Company’s news release dated October 12, 2018. The Company anticipates that the closing of the Share Exchange Agreement will occur on or prior to November 14, 2018.

ON BEHALF OF THE BOARD

Morgan Good
Chief Executive Officer
Tel: 604-715-4751
Email: morgan@dukecapitalinc.com

The Canadian Securities Exchange (CSE) has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. The closing of the transactions contemplated herein are subject to, among other things, regulatory approval, including from the CSE.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed transaction, the closing of the transactions contemplated by the Share Exchange Agreement and the proposed closing date. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive shareholder or regulatory approvals; ability of the Company to give effect to its business plan; and the uncertainties surrounding the cannabis industry in North America. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company 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 required by law.

Cuda Oil and Gas Inc. Announces Change of Auditor

Calgary, Alberta–(Newsfile Corp. – October 31, 2018) – Cuda Oil and Gas Inc. (TSXV: CUDA) (“Cuda” or the “Company“) announces that it has changed its auditor from Raymond Chabot Grant Thornton LLP (the “Former Auditor“) to KPMG (the “Successor Auditor“) effective October 15, 2018 as a consequence of the Plan of Arrangement between Cuda Energy Inc. and Junex Inc. The audit committee and the board of directors requested that the Former Auditor resign as auditor effective October 15, 2018 to facilitate the appointment of the Successor Auditor as the Company’s new auditor effective until the next annual general meeting.

The Company has sent a Notice of Change of Auditor (the “Notice“) to the Former Auditor and to the Successor Auditor and has received a letter from each addressed to the Alberta Securities Commission stating that they agree with the statements contained in the Notice. The Former Auditor confirms there are no reportable events, including disagreements, consultations or unresolved issues between Cuda and the Former Auditor.

The Notice along with the letter from the Former Auditor and the letter from the Successor Auditor have been reviewed by the Company’s audit committee and the board of directors and are available on SEDAR at www.sedar.com.

About Cuda Oil and Gas Inc.

Cuda Oil and Gas Inc. is engaged in the business of exploring for, developing and producing oil and natural gas, and acquiring oil and natural gas properties across North America. The Cuda management team has worked closely together for over 20 years in both private and public company environments and has an established track record of delivering strong shareholder returns. Cuda will continue to implement its proven strategy of exploring, acquiring, and exploiting with a long-term focus on large, light oil in place resource-based assets across North America including significant operational experience in the United States. The Cuda management team brings a full spectrum of geotechnical, engineering, negotiating and financial experience to its investment decisions.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Cuda Oil and Gas Inc.

For further information:

Ronald J. Purvis
Chief Financial Officer
Cuda Oil and Gas Inc.,
(403) 863-8188

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Security Devices International Inc. Announces Shares for Debt Issuance

Wakefield, Massachusetts–(Newsfile Corp. – October 31, 2018) – Security Devices International Inc. (CSE: SDZ) (OTCQB: SDEV) (“SDI” or the “Company”), announces the issuance of 6,666,666 shares (the “Shares”) of its common stock to FinTekk AP, LLC (“FinTekk”) at an agreed price of US$0.15 per share. The Shares are being issued to retire certain debt incurred by the Company to FinTekk in connection with a sponsorship agreement (the “Sponsorship Agreement”) dated October 30, 2018. The Sponsorship Agreement details a marketing campaign for the launch of the Company’s new ByrnaTM HD product. The shares are subject to a four-month hold period expiring on February 28, 2019.

FORWARD-LOOKING STATEMENTS

Certain statements in this news release constitute forward-looking statements, including the anticipated marketing of the Byrna through, among other things, the Sponsorship Agreement with FinTekk and the value of that Sponsorship Agreement. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements including dependence on the performance of Rick Ware Racing and other third parties out of SDI’s control or other uncertainties that may impact the schedule and the value of the expected sponsorship, the ability of the company to produce sufficient product to participate as hoped in sponsorship related events. These forward-looking statements should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to the factors above and other risks. Although the forward-looking statements contained in this news release are based upon what management of SDI believes are reasonable assumptions on the date of this news release, SDI cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and SDI 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 required under applicable securities regulations.

About Security Devices International Inc.

Security Devices International, Inc. is a technology company specializing in the areas of Personal Security Devices, Military, Law Enforcement, Corrections, and Private Security. The Company develops and manufactures innovative, less lethal equipment and munitions. For more information on SDI, please visit the corporate website here.

NEITHER THE CSE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CONTACT:

Security Devices International Inc.
Bryan Ganz, President
Email: bganz@securitydii.com
www.securitydii.com

Qualifying Transaction Update: Cinaport and Fire & Flower Enter into Acquisition Agreement

Toronto, Ontario–(Newsfile Corp. – October 31, 2018) – Cinaport Acquisition Corp. II (TSXV: CPQ) (“Cinaport” or the “Company“), a capital pool company listed on the TSX Venture Exchange (the “Exchange“), and Fire & Flower Inc. (“Fire & Flower“) are pleased to announce that further to the Company’s press release issued on September 13, 2018 announcing the proposed qualifying transaction (the “Qualifying Transaction“) the Company, Fire & Flower and 11048449 Canada Inc. (a wholly-owned subsidiary of the Company) have entered into an acquisition agreement (the “Acquisition Agreement“) settling the terms of the Qualifying Transaction.

Terms of the Qualifying Transaction

Pursuant to the terms of the Acquisition Agreement, the parties have agreed that prior to the closing of the Qualifying Transaction, Cinaport will consolidate its common shares on a 10.64814815 to 1 basis (the “Share Consolidation“), whereby each post-Share Consolidation common share of the Company (or any other securities effected by the Share Consolidation) shall be rounded down to the nearest whole number of post-Share Consolidation common shares or other securities, as applicable, and no cash payment or other form of consideration will be payable in lieu thereof. The terms of the Qualifying Transaction will provide that, upon completion of the transaction, shareholders of Fire & Flower will receive one post-Share Consolidation common share of the Company (a “Post-Consolidation Resulting Issuer Share“) for every common share of Fire & Flower (each a “Fire & Flower Common Share“). In addition, all convertible securities, including options, warrants, broker warrants and compensation options, of Fire & Flower that are outstanding at the time of closing of the Qualifying Transaction will be exchanged for equivalent instruments of the Company exercisable for or convertible into Post-Consolidation Resulting Issuer Shares. For greater certainty, all Fire & Flower Common Shares, broker warrants and/or compensation options to be issued pursuant to the concurrent private placement (the “Private Placement“) of Fire & Flower previously announced by the Company and Fire & Flower on September 28, 2018 will be similarly exchanged for equivalent Post-Consolidation Resulting Issuer Shares and broker warrants and/or compensation options, as applicable, of the Company, respectively, on the same one-for-one basis.

The Company currently has 15,400,000 common shares issued and outstanding, as well as 1,540,000 options and 540,000 broker warrants to acquire common shares of the Company at an exercise price of $0.10 per share. After giving effect to the Share Consolidation, the Company will have 1,446,260 common shares, 144,626 options and 50,713 broker warrants issued and outstanding, with each option and broker warrant exercisable to purchase one Post-Consolidation Resulting Issuer Share at an exercise price of $1.064814815 per share (all such numbers subject to minor deviation as a result of the effects of rounding at the individual security holder level).

Fire & Flower currently has: (a) 77,090,769 Fire & Flower Common Shares; (b) 7,307,500 options; (c) 36,325,354 warrants; (d) 2,292,724 broker warrants and/or compensation options, issued and outstanding; and (e) 2,100,000 Fire & Flower Common Shares reserved for issuance in connection with Fire & Flower’s acquisition of Kardeo Inc. In addition, approximately 24,492,390 Fire & Flower Common Shares will be issued immediately prior to closing of the Qualifying Transaction upon conversion of the aggregate principal amount of $27,317,000 of the 8% unsecured convertible debentures issued by Fire & Flower in July and August 2018 (assuming that the conversion of all principal amount of debentures and accrued and unpaid interest thereon occurs on December 15, 2018). Subject to Exchange approval and assuming full subscription of the Private Placement and full exercise of the agents’ 15% over-allotment option in connection therewith (but not including any compensation securities related thereto), it is expected that the current shareholders of the Company will hold approximately 1.1355% of the total issued and outstanding Post-Consolidation Resulting Issuer Shares (or 0.9349% on a fully diluted basis) upon closing of the Qualifying Transaction.

Fire & Flower does not have any Control Persons (as such term is defined under the policies of the Exchange). No Insider, Promoter or Control Person (as such terms are defined in the policies of the Exchange) of the Company has any interest in Fire & Flower prior to giving effect to the Qualifying Transaction other than: Avi Grewal, CEO and a director of the Company, currently owns 485,430 Fire & Flower Common Shares, representing approximately 0.63% of the total issued and outstanding Fire & Flower Common Shares (or 0.33% on a fully diluted basis); Donald Wright, Chairman of the Company, currently owns 970,870 Fire & Flower Common Shares, representing approximately 1.26% of the total issued and outstanding Fire & Flower Common Shares (or 0.66% on a fully diluted basis); and John O’Sullivan, a director of the Company, currently owns 2,669,900 Fire & Flower Common Shares, representing approximately 3.46% of the total issued and outstanding Fire & Flower Common Shares (or 1.82% on a fully diluted basis). In addition to the foregoing, Cinaport Capital Inc., an affiliate of the Company, currently owns 173,913 warrants of Fire & Flower exercisable at a price of $1.15 per share for a term of one year, representing approximately 0.12% of the Fire & Flower Common Shares on a fully diluted basis. Cinaport Capital Inc. is also a party to a finder’s agreement with Fire & Flower with respect to which Cinaport Capital Inc. may receive finder’s fees up to $100,000 and broker warrants exercisable to acquire up 66,666 Fire & Flower Common Shares at a price of $1.50 for a term of 24 months in connection with a future financing. Each of Mr. Grewal, Mr. Wright and Mr. O’Sullivan currently owns 33.33% of the issued and outstanding common shares of Cinaport Capital Inc.

Due to Mr. Grewal, Mr. Wright and Mr. O’Sullivan’s limited involvement with Fire & Flower, they are not “Non-Arm’s Length Parties” or “Insiders” of Fire & Flower as such terms are defined under the policies of the Exchange policies and applicable securities laws.

Closing of the Qualifying Transaction is subject to closing of the Private Placement, completion and execution of all definitive transaction documents (including accuracy of representations and warranties, compliance of covenants and satisfaction of customary conditions) and receipt of all requisite approvals and consents for and in connection with the Qualifying Transaction as contemplated in the Acquisition Agreement including (a) approval by the Exchange for the Qualifying Transaction and the proposed new insiders of the Company; (b) approval by the board of directors of each of Fire & Flower and the Company; and (c) approval by the shareholders of Fire & Flower and Cinaport.

Directors, Officers and Other Insiders of the Company

Upon completion of the Qualifying Transaction, all current officers of Cinaport shall resign and senior management of Fire & Flower will serve in the same capacities as senior officers of the Company.

In addition, it is anticipated that upon completion of the Qualifying Transaction, the board of directors of the Company will be reconstituted to consist of the following four directors: Harvey Shapiro, Trevor Fencott, Norman Inkster and Donald Wright.

The following sets out the names and backgrounds of all persons who are expected to be considered insiders of the Company upon closing of the Qualifying Transaction:

Harvey Shapiro – Director and Executive Director

Mr. Shapiro has been an executive in the cannabis industry since 2014 as a founder, executive officer and director of Emblem Corp. (TSX-V: EMC). Prior to Emblem Corp., Mr. Shapiro was the Chief Executive Officer of Dynacare Inc., a TSX listed medical diagnostic services company which was acquired by NYSE-listed Laboratory Corp. of America Holdings for approximately $1 billion in 2002. Mr. Shapiro was a former corporate lawyer, practicing at Goodman & Carr LLP from 1973 to 1987.

Trevor Fencott – President, Chief Executive Officer and Director

Mr. Fencott has been an executive in the cannabis industry since 2013 as a co-founder of Mettrum Health Corp. where he also served as its chief legal officer, corporate secretary and director through its go public transaction in September 2014 and its subsequent acquisition by Canopy Growth Corporation in January 2017. Additionally, he is a director of Push Capital Limited, an early-stage venture capital company focusing on the high-growth cannabis and digital technology industries. In addition to experience in the regulated cannabis industry, Mr. Fencott has more than 15 years of experience operating, building and financing businesses in the technology and media sectors. Mr. Fencott serves on the board of PopReach Incorporated, a global mobile applications publisher, he was former President and Executive Director of bitHeads Inc., a software development company based in Ottawa as well as an investor and strategic business consultant to Fuse Powered, a Toronto-based mobile analytics and digital distribution company. Mr. Fencott holds a BA Hons. from Queen’s University and an LLB from the University of Western Ontario, Faculty of Law. He is a member in good standing of the Law Society of Ontario.

Norman Inkster – Director

Norman Inkster was the 18th Commissioner of the RCMP and is a former President of INTERPOL. Following his career in the RCMP, Mr. Inkster joined KPMG and became the Partner in charge of KPMG Forensic Canada and subsequently the Global Managing Partner KPMG Forensic. Mr. Inkster was appointed Chair of the Advisory Council on National Security by Prime Minister Harper a post he held for four years. Mr. Inkster served as an external advisor to the Departmental Audit Committee of Public Works and Government Services Canada and now serves in a similar capacity with Public Safety Canada. Mr. Inkster has served on the boards of several publicly traded companies acting as chair of both audit and governance committees, the most recent being Mettrum Health Corp., which was acquired by Canopy Growth Corporation. Mr. Inkster is currently the Chair of Technical Standards and Safety Authority of Ontario. Mr. Inkster holds a BA (Honours) and an LLD (Honourary) from the University of New Brunswick. He is also an Honourary Chief of the Blackfoot tribe and an Honourary member of the Cree Nation. Mr. Inkster is an Officer of the Order of Canada.

Donald Wright -Director

Mr. Wright’s career in the financial industry has spanned over 40 years. He has held a number of leadership positions, including President of Merrill Lynch Canada (1990 to 1994), Executive Vice President, director and member of the executive committee of Burns Fry Ltd. (1994), Chairman and Chief Executive Officer of TD Securities Inc. and Deputy Chairman of TD Bank Financial Group (2002). Mr. Wright retired from TD Bank in November 2002. Since his retirement, he has been an active investor in both the private and public equity markets and has been involved in financing small and medium cap companies with an emphasis in oil and gas, resources and technology and cannabis industries.

Fraser SinclairChief Financial Officer

Mr. Sinclair is a consultant providing senior level financial and business advisory services. He has over 20 years of diverse senior management experience with TSX, TSXV, NYSE MKT and NASDAQ listed companies, comprising financial management, strategic planning, acquisitions and corporate restructurings. Mr. Sinclair has served as a director of Argentum Silver Corporation; Chief Financial Officer and Corporate Secretary of Royal Nickel Corporation; Senior Vice President and Chief Financial Officer of Romarco Minerals Inc.; Vice President Finance and Chief Financial Officer of North American Palladium Ltd. and Chief Financial Officer and Corporate Secretary of Cedara Software Corp. Mr. Sinclair is a Chartered Professional Accountant and earned his designation with Arthur Young & Company (now Ernst & Young LLP). Mr. Sinclair is a member of the Chartered Professional Accountants of Ontario and the South African Institute of Chartered Accountants and holds a Bachelor of Commerce from the University of the Witwatersrand in South Africa.

Mike Vioncek – Chief Operating Officer

Mr. Vioncek comes with over 25 years of experience in the operations of major retail brands across Canada. With deep experience in regulated retail, Mr. Vioncek specializes in successfully opening locations in a regulated retail space. Prior to joining Fire & Flower, he was the President of Canadian Operations for Planet Fitness, specializing in opening new stores from location scouting, leasing, build-out, staffing through to start of operations. Previous to this, Mr. Vioncek was the Director of Operations for Liquor Stores North America, Regional Director for Rexall/Katz Group Canada and District Operations Manager for the Hudson’s Bay Company.

About Fire & Flower Inc.

Fire & Flower is an independent retail chain that offers cannabis products and accessories to the adult-use market in provinces where the sale of cannabis by private retailers is legal under: (a) An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts (the “Cannabis Act“) which came into effect on October 17, 2018; and (b) applicable provincial regimes for regulating the sale of cannabis by licensed private retailers. Fire & Flower was founded by leading legal cannabis entrepreneurs in Canada, with significant combined experience in launching premium, successful businesses with extensive experience in the legal cannabis space.

Fire & Flower was incorporated under the Canada Business Corporation Act on March 17, 2017.

Fire & Flower has obtained provincial licences to operate six cannabis retail stores in Alberta and two cannabis retail stores in Saskatchewan, and is pursuing additional licences to operate stores in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario.

Selected Financial Information

The following table summarizes key unaudited financial and operating information of Fire & Flower over the twenty-six weeks of Fiscal 2018 ended August 4, 2018:

FY 2018
(August 4, 2018)
$’000’s
Net loss and comprehensive loss $(6,733)
Total Assets $47,297
Total Liabilities $27,594
Shareholders’ Equity $19,703

 

For more information, please contact:

Cinaport Acquisition Corp. II
Avi Grewal, Chief Executive Officer
Phone: (416) 213-8118 Ext. 210
E-mail: agrewal@cinaport.com

Fire & Flower Inc.
Trevor Fencott, Chief Executive Officer
E-mail: tfencott@fireandflower.com

This news 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 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United 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.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required approval is obtained. There can be no assurance that the Qualifying Transaction will be completed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Qualifying Transaction; the terms and conditions of the proposed Private Placement; use of funds; and the business and operations of the Company after completion of the proposed Qualifying Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of operations. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Cinaport and Fire & Flower disclaim 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 required by law.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this Press release.

Not for distribution to U.S. news wire services or dissemination in the United States.