INVICTUS ANNOUNCES $5,700,000 CONVERTIBLE DEBENTURE FINANCING

Vancouver, B.C., Dec. 16, 2019 (GLOBE NEWSWIRE) -- Vancouver, BC, December 16, 2019 - INVICTUS MD STRATEGIES CORP. ("Invictus" or the "Company") (TSXV: GENE; OTCQX: IVITF; FRA: 8IS2) is pleased to announce that it has signed a binding letter of intent dated December 11, 2019 with Unified Cannabis Corp. of Calgary, Alberta (“Unified”) pursuant to which Unified, subject to acceptance by the TSX Venture Exchange (the “Exchange”), has agreed, by way of a non-brokered private placement (the "Private Placement"), to subscribe for secured convertible debentures in the principal amount of $5,700,000 (the "Debentures") with a maturity date of December 31, 2020 (the "Maturity Date") and 29,223,212 common share purchase warrants with an exercise price of $0.19505 per common share of the Company (“Common Share”) and an expiry date of December 21, 2020 (the “Warrants”).  

From the issued date of the Debentures until the Maturity Date, the outstanding principal under the Debentures will be convertible, at the option of Unified, into Common Shares at a conversion price of $0.19505 per Common Share.  Interest on the Debentures will accrue at a rate of 8% per annum.  At the election of the Company, the interest accrued on the Debentures may, subject to approval of the Exchange, be convertible into Common Shares at a conversion price of $0.19505 per Common Share.   The Debentures will be secured by way of a second charge against Acreage Pharms Ltd.’s facility located in Yellowhead County, Alberta.

The proceeds of the Private Placement are expected be used to fund the completion of the Phase III west wing of the Company’s wholly owned subsidiary Acreage Pharms Ltd. and general working capital purposes.

The closing date of the Private Placement is anticipated to be no later than December 31, 2019 (“Closing Date”).   On the Closing Date, two individuals nominated by Unified will be appointed to the Board of Directors of the Company.

Closing of the Private Placement is subject to all necessary regulatory and stock exchange approvals.  All securities issued in connection with the Private Placement will be subject to a four-month hold period from the date of issue under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

In connection with the Private Placement, the Company has agreed to pay certain finders an aggregate total cash finder’s fee equal to 5% of the gross proceeds of the Private Placement.

For more information, please visit -md.com.

Marc Ripa

Interim Chief Executive Officer

Investor Relations 1-844-800-6086

E-Mail:

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

About Invictus

Invictus is a global cannabis company with a focus on the Canadian cannabis space, offering a selection of products under a wide range of cannabinoid profiles that fit the demand of the Company’s medical clients and retail customers. The Company’s integrated sales approach is defined by five pillars of distribution including medical, adult-use, international, Licensed Producer to Licensed Producer and sales to provinces.

To meet growing demand, Invictus is expanding its cultivation footprint with two cannabis production facilities licensed under the Cannabis Act, which replaced the Access to Cannabis for Medical Purposes Regulations in Canada. Invictus’ wholly-owned subsidiary Acreage Pharms Ltd.’s (“Acreage”) Phase I and Phase II facilities are in full production. Acreage is awaiting the amendment to their license from Health Canada to include the Phase III facility. AB Laboratories Inc., a company which is a 50% owned subsidiary of Invictus has completed its Phase II expansion and received its amended license from Health Canada. Another of Invictus’ wholly owned subsidiaries, 2015059 Alberta Ltd. (dba Leaf Wise), continues to connect medical clients to physicians for medical cannabis and to Invictus’ fully licensed cannabis producers under the Cannabis Act. Invictus is targeting up to 50 percent of production to medical cannabis. Invictus drives sustainable long-term shareholder value by continuing to develop Invictus’ Canadian production of medical and recreational cannabis products. For more information visit -md.com.

This press release contains statements including “forward-looking information” (“Forward-looking statements”).  Forward-looking statements in this news release including statements regarding the possible completion of the Private Placement on the terms and timeline as anticipated by management and the intended use of proceeds from the Private Placement.  In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company is able to obtain any required government or other regulatory approvals to complete the Private Placement on the terms and timeline as anticipated by management, that the Company will use the proceedings from the Private Placement for the purposes set forth herein, and that the Company is able to complete the Private Placement on the terms and timeline as anticipated by management. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks may include, among others that the Private Placement will not complete on the terms or timeline as anticipated by management or at all, the Company will deviate from its stated use of proceeds, and delays in obtaining or failure to obtain required government or other regulatory approvals for the Private Placement. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, 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 required by law.