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Numinus Wellness Inc. M&A Activity 2019

Apr 30, 2019

44123_rns_2019-04-30_3b57cbe2-d878-4fd6-a5c9-71ff3c67efeb.pdf

M&A Activity

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TSX-V Symbol: RJ.H

April 30, 2019

Tel: (604) 803-2201 Fax: (778)-329-1587 SYMBOL – RJ.H

ROJO RESOURCES LTD. ANNOUNCES TRANSACTION WITH SALVATION BOTANICALS LTD.

Rojo Resources Ltd. (“ Rojo ” or the “ Company ”) (TSXV: RJ.H) is pleased to announce that it has entered into a letter of intent (the “ LOI ”) dated April 23, 2019 with Salvation Botanicals Ltd. (“ Salvation ”), a private BC company based in Nanaimo, BC. Salvation is an independent, multifaceted, science based cannabis/hemp technology company focused on progressing and servicing the evolving Cannabis/hemp industry through the following business units:

(i) Salvation Botanicals Ltd. – Salvation has a fully functioning 7,500 square foot Health Canada licensed analytical testing facility and provides testing services to Licensed Cultivators, Processors and Patient Growers. Additionally, the company holds a Hemp license for the purchase and sale of viable hemp seed and hemp flowers including CBD-rich biomass for extraction purposes. Salvation also has an application for a Standard Processor License under the Cannabis Act, and a pending Standard Processor License as a part of the transition of its previously held Dealers License under the Office of Controlled Substances. Salvation has a 7,500 square foot fully built-out facility, incorporating a proprietary commercial-scale extraction process for utilizing low-cost by-products to produce standardized, high-quality and high-margin concentrates and finished goods. Salvation also has an application for a Dealers License for substances other than Cannabis, including psilocybin and other psychedelics to assist with research into treatments for substance abuse addiction, depression, PTSD, anxiety and any other clinical benefits where such methodologies prove to be beneficial;

(ii) Salvation Biosciences Inc. - Salvation has developed proprietary methods, knowledge and technological expertise in the cannabis industry and under Salvation Bioscience Inc. provides consulting services to the Cannabis/hemp industry covering strain development, cultivation advice, design of facilities, extraction technology, formulation and manufacture;

(iii) 1134337 BC Ltd. dba Purely Hemp - Purely Hemp holds a hemp license from Health Canada and is developing hemp based food products for sale. The company operates a commercial bakery facility licensed for food production by Vancouver Island Health Authority.

Rojo and Salvation propose to complete a plan of arrangement or similar transaction which will continue the business of Salvation (the “ Transaction ”) as a subsidiary of Rojo or otherwise, as a public company listed on the TSX Venture Exchange (the “ Exchange ”). The Transaction will result in Rojo’s reactivation and graduation from the NEX board of the Exchange to a Tier 2 issuer (which after completion of the Transaction, is referred to herein as the “ Resulting Issuer ”).

Summary of the Transaction

As a condition of closing the Transaction, Rojo will (a) consolidate its currently issued and outstanding common shares and convertible securities on a two-for-one basis (the “ Consolidation ”), and (b) change its name to Salvation Labs Inc. Following the Consolidation and before issuing shares to the Salvation securityholders, Rojo will have approximately 3,594,043 common shares outstanding.

The LOI contemplates that Rojo, Salvation and Salvation’s shareholders will complete some form of securities exchange transaction whereby the holders of all shares and convertible securities of Salvation will exchange such securities in consideration for the issuance of equivalent post-Consolidation securities of the Resulting Issuer (“ RI Shares ”).

It is contemplated that up to 83,670,674 RI Shares will be issued to the shareholders of Salvation (which includes 4,000,000 RI Shares upon conversion of the Special Warrants to be issued in conjunction with the Salvation Private Placement described below, and 6,798,000 RI Shares upon conversion of an equivalent number of special warrants issued by Salvation in 2018); up to 4,405,334 warrants to purchase RI Shares will be issued to replace outstanding Salvation warrants (the “ Replacement Warrants ”). The Replacement Warrants will be on terms identical to those contained in the Salvation warrants. Salvation stock options which do not expire before closing of the Transaction will also be exchanged for replacement stock options in the Resulting Issuer.

On closing of the Transaction, after giving effect to the Consolidation, the Resulting Issuer is expected to have 87,264,717 RI Shares outstanding (undiluted).

Certain of the RI Shares issued to the principals of Salvation who will become management of the Resulting Issuer, will be subject to escrow in accordance with TSXV policies. In addition, those Salvation shareholders presently holding at least 5% of the outstanding Salvation shares will also be subject to comparable escrow restrictions.

Further information about Salvation, including financial information, will be provided in a subsequent news release

Concurrent with the completion of the Transaction, Salvation is conducting a special warrant financing for gross proceeds up to $3,000,000 (the “ Salvation Private Placement ”) at $0.75 per special warrant (“ Special Warrant ”). Each Special Warrant will automatically convert into units of Salvation on the earlier of 12 months or a go-public event (of which the Transaction would qualify). Each unit will be comprised of one common share and one-half of one share purchase warrant exercisable for 18 months (subject to acceleration) at a price of $1.25 per share. The Salvation shares and warrants issuable on conversion of the Special Warrants from the Salvation Private Placement will convert into Resulting Issuer securities as part of the Transaction. The Salvation Private Placement is a brokered private placement with Mackie Research Capital Corp. acting as agent.

Upon completion of the Transaction, the parties anticipate that the Resulting Issuer will be listed as a Tier 2 Industrial Issuer.

The Transaction will be considered an RTO under Exchange policies and is not a Related Party Transaction. Further, Rojo is presently without active operations and is not subject to a cease

trade order of the securities regulatory authorities (and will not otherwise be suspended from trading on completion of the RTO). Accordingly, under Exchange Policy 5.2 Changes of Business and Reverse Takeovers , Rojo does not anticipate needing to obtain shareholder approval of the Transaction, unless required because of the corporate law structure used to facilitate the Transaction.

Conditions of Closing

Completion of the Transaction will be subject to certain conditions, including but not limited to: (a) completion of the Salvation Private Placement; (b) receipt of all necessary approvals of the boards of directors of Rojo and Salvation; (c) receipt of all necessary third party consents; (d) receipt of shareholder approvals, if required; (e) approval of the Transaction by the Exchange as Rojo’s reactivation and graduation; (f) the Resulting Issuer satisfying the Initial Listing Requirements set by the Exchange for a Tier 2 Industrial Issuer; and (g) the parties’ entry into a definitive agreement in furtherance to the LOI.

Sponsorship

Rojo intends to apply to the Exchange for a waiver of the Exchange’s sponsorship requirements. There is no assurance that this waiver will be granted; however, Rojo anticipates that because the Resulting Issuer will operate in a highly regulated industry, there are reasonable expectations that the Exchange will grant the waiver.

Management and Board of Directors

Upon completion of the Transaction, it is expected that certain members of the Rojo board will resign and the board of directors of the Resulting Issuer will be reconstituted with certain nominees put forth by Salvation, expected to include Rob McIntyre, Edwin Garner, Gregory Hall and another nominee to be put forward by Salvation. Larry Timlick, a current Rojo director will remain on the Board.

Rob McIntyre, CPA, CA, CEO CFO & Director

An entrepreneurial Chartered Accountant with over 30 years international experience in compliance, corporate governance, audit, M&A, reporting systems design and implementation, detailed analysis and forecasting. Former CFO roles in health care, hospitality and technology sectors. Over 3 years in senior management at Salvation Botanicals, is recognized as a leader in the cannabis industry.

Greg Hall, Director

Independent business advisor to Canadian public companies with over 35 years experience assisting in all aspects of corporate structuring and finance. Previous investment banking positions include Haywood Securities, PI Financial, Canaccord Genuity and Leede Jones Gable. Member of the Institute of Corporate Directors.

Ed Garner, B.Com, Director

A practicing commercial realtor and Chair of the Commercial Division of the Vancouver Island Real Estate Board. Actively involved in combative sports, he is a Licensed Professional Judge

and is the current Vice President for the North American Boxing Federation. Entreprenuer with experience in Land Development, Liquor Licensing and food service industries.

Larry Timlick , Director

Larry Timlick has been in the technology space for over 30 years and has had senior management sales positions with AT&T, Cisco, Arista, and Avaya. Larry has been consulting in the Cannabis / Hemp market for the last 30 months to a number of start-up companies in Canada, USA and Colombia to help build out their business models and find capital to develop their business’s. Larry was an early founder / former director of NextLeaf Solutions (CSE - OILS). He is also an Advisor and Board Member of Turtle Island Corporation a holding company formed to capitalize on the growing legal cannabis markets and create shared economic development for First Nations across a global network with planned operations in Canada, Colombia and Malta. Larry also has a full understanding of the market requirements for THC / CBD Oils and the Technology required to produce it. Larry has total public board member experience of 29+ years with a number of companies listed on the TSX, TSX.V, Nasdaq and the CSE.

ON BEHALF OF THE BOARD Rojo Resources Ltd.

Allen Morishita

President and Chief Executive Officer

For further information contact:

Patricia Wilson Chief Financial Officer 604 803-2201

Statements in this press release regarding Rojo which are not historical facts are “forwardlooking statements” that involve risks and uncertainties, such as the completion of the proposed Transaction. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing may not occur for any reason. Forwarding-looking statements in this news release include the statements that: (i) the parties anticipate that the Resulting Issuer will be listed as a Tier 2 Industrial Issuer and (ii) list out the terms of the Salvation Private Placement.

Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the decision to not close the Transaction or Salvation Private Placement for any reason, including adverse due diligence results and Exchange refusal of the Transaction; (ii) adverse market conditions; (iii) the need for additional financing; and (iv) change in laws and regulations regarding the industry in which Salvation operates. Except as required by law, the Company does not intend to update any changes to such statements.

Completion of the 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 Transaction cannot close until the required

shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed 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 Transaction, any information released or received with respect to The transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Rojo should be considered highly speculative.

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

Neither 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.