Integrated Cannabis Company, Inc. (ICNAF) to Acquire Assets of Colorado-Based Cannabis Innovator, Critical Mass Industries, LLC

Integrated Cannabis Company, Inc. (CSE: ICAN, OTCQB: ICANF) (“Integrated Cannabis”), is pleased to announce the signing of a Letter of Intent (the “LOI”) to acquire all of the issued and outstanding securities of Critical Mass Industries, LLC (“CMI”), a Colorado-based cannabis leader operating successfully for nearly 10-years under the brands Good Meds (www.GoodMeds.com ) and BOSM Labs (www.BosmLabs.com ) (the “Proposed Transaction”).

The combination of valuable Intellectual Property (“IP“), branding opportunities associated with the truly unique nearly decade long existence of Good Meds along with the management expertise from the CMI team will be utilized by Integrated Cannabis to establish new verticals in the cannabis space both domestically and in emerging global markets. CMI has over 100 elite cannabis strains, which will contribute proprietary cultivation and extraction methods to Integrated Cannabis. All of the combined assets will provide Integrated Cannabis organic growth along with a pathway toward acquisition of existing licensees and the licensing of the Company’s IP and Brands throughout the globe via key strategic alliances.

Additionally, the team has extensive knowledge and resources relating to the high growth Cannabidiol (CBD) sector. Deploying this expertise to furthering the commercialization of the X-SPRAYS brand of CBD sprays demonstrates one of the many naturally synergistic opportunities the company will realize. Finally, and importantly, the team envisions widely commercializing the uniquely valuable Good Meds name, legacy and reputation via consistently branded retail stores throughout the globe. Management believes capitalizing on this opportunity will place the company in a true leadership position as a trusted and consistent cannabis provider.

“The acquisition of CMI’s unique assets, decade of experience in the first fully regulated marketplace and the human resource component realized from the teams depth of knowledge in the sector will immediately supply both significant revenue and expertise to Integrated Cannabis. We are excited to include this new platform and the amazing team of professionals will serve as another key element toward realizing our global expansion,” said Dr. Clive Spray, CSO Integrated Cannabis.

Staying with Integrated Cannabis’ long-held position surrounding business operations in the United States, this transaction would not have been pursued were it not in clear accordance with current US federal law. Integrated Cannabis, through a newly formed subsidiary, will employ CMI’s assets and personnel to conduct R&D and licensing. There will be no production or sale of products resulting from such R&D or licensing in the United States unless and until it would be federally legal to do so.

Integrated Cannabis has paid a non-refundable deposit of US$250,000 upon signing the LOI and, at closing, will pay an additional US$2,500,000 and issue 2,300,000 Integrated Cannabis common shares to the shareholders of CMI in exchange for the securities being acquired.

CMI reported revenue in excess of USD $7 million in 2017 to the Colorado Department of Revenue.  The Colorado Department of Revenue is responsible for all sales and excise taxes related to the cannabis industry in the State.

The LOI sets out certain terms and conditions pursuant to which the Proposed Transaction will be completed. The Proposed Transaction remains subject to certain closing conditions including, without limitation, the (a) completion of customary due diligence, (b) negotiation and execution of a definitive agreement (“Definitive Agreement”), (c) receipt of a valuation of CMI (d) the receipt of all required regulatory, board and third party approvals, and (e) any other conditions to closing contained in the Definitive Agreement. There can be no guarantees that the Proposed Transaction will be completed as contemplated or at all.  The Proposed Transaction is anticipated to close in November 2018.  Integrated Cannabis anticipates that some of the shares issued pursuant to the Proposed Transaction may be subject to escrow requirements and/or hold periods required by CSE policies and applicable securities laws.