Inner Spirit Holdings Ltd. Files Preliminary Prospectus for Initial Public Offering

April 16, 2018

Inner Spirit Holdings Ltd. Files Preliminary Prospectus for Initial Public Offering

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CALGARY, Alberta (April 16, 2018) — Inner Spirit Holdings Ltd. (“Inner Spirit” or “the Company”), a specialty retailer and franchisor establishing recreational cannabis dispensaries in British Columbia (“BC”), Alberta and Saskatchewan under the Spiritleaf brand, today announced that it has filed a preliminary prospectus (the “Prospectus”) in connection with the proposed initial public offering (the “Offering”) of units of the Company (the “Units”). The Prospectus has been filed with the securities regulatory authorities in each of the provinces of Alberta, BC and Ontario. Inner Spirit has applied to list its common shares (“Shares”) on the Canadian Securities Exchange (the “CSE”), with listing subject to the Company fulfilling the CSE listing requirements.

Inner Spirit is an experienced retail franchisor which is establishing, under its Spiritleaf brand, a chain of recreational cannabis dispensaries in BC, Alberta and Saskatchewan.

The Offering is being made on a commercially reasonable efforts agency basis led by Leede Jones Gable Inc. The Offering consists of a minimum of 7,000,000 Units and up to a maximum of 15,000,000 Units at a price of $0.15 per Unit for gross proceeds of a minimum of $1,050,000 and a maximum of $2,250,000. Each Unit is comprised of one Share of the Company and one-half of a warrant to purchase an additional Share at $0.30 per Share for a period of 24 months following the completion of the Offering (subject to certain conditions). A copy of the Prospectus is available on SEDAR at www.sedar.com.

About Inner Spirit
Inner Spirit is applying its successful retail franchising model to the recreational cannabis market. The first and only Canadian cannabis company to be granted Canadian Franchise Association Membership, Inner Spirit is establishing a chain of recreational cannabis dispensaries under its Spiritleaf brand, with the vision of becoming an iconic Canadian brand, and the nation’s leading recreational cannabis retail chain. Spiritleaf aims to be the most knowledgeable and trusted source of recreational cannabis, offering a premium consumer experience with its own brand of high-quality products.

More information can be found on Inner Spirit’s website at www.innerspiritholdings.com.

For more information please contact:
Investor Enquiries:
Darren Bondar
Chief Executive Officer
(833) 777-4748
darren.bondar@spiritleaf.ca

Advisories
There can be no assurance that the Offering will be completed. An investment in the Shares is subject to a number of risks. The Prospectus contains important information relating to the Company, the Units and the Offering and is still subject to completion or amendment. For more information, potential investors should read the Prospectus, including the risk factors described in the Prospectus. There will not be any sale or any acceptance of an offer to buy the Units until a receipt for the final prospectus has been issued.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. No securities regulatory authority has either approved or disapproved of the contents of this news release.

United States Advisory
This press release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction outside Canada. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities offered in the United States or to, or for the account of benefit of, any U.S. Persons. The securities offered pursuant to the Prospectus 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 except pursuant to an exemption from registration under the U.S. Securities Act and applicable state securities laws, may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, a U.S. Person (as that term is defined in Regulation S under the U.S. Securities Act).

Forward-Looking Statements
Except for the historical information presented herein, matters discussed in this release may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. In particular, there is no assurance that the Canadian provincial governments will permit the sale of recreational cannabis at all or if so, subject to what regulatory framework, or that recreational cannabis use will be legalized in Canada in late 2018 or at all.

This press release contains statements and information that, to the extent that they are not historical fact, may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking information may include financial and other projections, as well as statements regarding future plans, objectives or economic performance, or the assumption underlying any of the foregoing. In some cases, forward-looking statements can be identified by terms such as “may”, “would”, “could”, “will”, “likely”, “except”, “anticipate”, “believe”, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook”, or the negative thereof or other similar expressions concerning matters that are not historical facts. Examples of such statements include, but are not limited to, statements with respect to the objectives and business plans of the Company; the intention to complete the listing of the Shares on the CSE; the establishment of recreational cannabis dispensaries in BC, Alberta and Saskatchewan; the intention to grow the Company’s business and operations; the legalization of cannabis for recreational use in Canada, including federal and provincial regulations pertaining thereto and the timing related thereof and the Company’s intention to participate in such market, if and when legalized; the competitive conditions of the industries in which the Company operates; and laws and any amendments thereto applicable to the Company.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. The material factors and assumptions used to develop the forward-looking statements contained in this press release include the Company’s ability to obtain regulatory approvals in a timely manner; the Company’s ability to obtain listing approval from the CSE; key personnel and qualified employees continuing their employment with the Company; and the Company’s ability to secure new financing.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information, including risks relating to the future business plans of the Company. Accordingly, readers should not place undue reliance on any such forward-looking information. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company’s management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company does not undertake any obligation to update any forward-looking information to reflect information or events after the date hereof or to reflect the occurrence of unanticipated events, except as required by law including securities laws.