MJardin Group Announces Definitive Agreement With GrowForce To Create The Preeminent Global Cannabis Management Platform

DENVER & TORONTO–(BUSINESS WIRE)–MJardin Group, Inc. (“MJardin” or the “Company”) (CSE:
MJAR), a leader in cannabis management, today announced it has signed a
definitive agreement to acquire 100% of the outstanding shares of
GrowForce Holdings Inc. (“GrowForce”), a vertically integrated
international cannabis platform headquartered in Toronto.

The definitive agreement follows the letter of intent that had been
signed on November 15, 2018. Given the recent trading price of the
Company on the CSE, the parties have agreed that each GrowForce
shareholder will be entitled to receive 0.48 MJardin common shares for
each GrowForce common share held (the “Exchange Ratio”), a
difference from the exchange ratio of 0.375 that was contained in the
earlier letter of intent.

As part of the transaction, GrowForce is seeking the approval of the
holders of its $38,234,400 of subscription receipts to amend its
subscription receipt agreement in order for those subscription receipts
to be exchanged into MJardin common shares at the Exchange Ratio. In
order for the amendment to be effective, holders of more than 66 2/3% in
value of those subscription receipts must consent to the amendment. Any
holder of GrowForce subscription receipts who chooses to have its
subscription receipts purchased for cash for cancellation at the
original issue price will be entitled to do so.

Assuming that all of the holders of the GrowForce subscription receipts
choose or are deemed to have chosen to receive shares of MJardin, it is
expected that approximately 30.5 million MJardin common shares will be
issued as part of the transaction.

Upon closing of the merger, MJardin will own or manage 37 facilities
operating or under development across North America, with a cultivation
capacity of approximately 80,000 kg of finished product per annum. This
is comprised of 20 cultivation facilities, two outdoor grows, four
extraction facilities and 11 retail dispensaries across three U.S.
states and three Canadian provinces. GrowForce’s facilities outside of
the U.S. will continue to deploy MJardin’s cannabis management system as
part of the combined company’s service offerings. In addition, MJardin
is in active negotiations with third parties to acquire additional
facilities throughout North America and Europe.

MJardin’s comprehensive cannabis management platform includes
proprietary software and staff training systems designed to optimize and
de-risk commercial cannabis operations for cultivation, processing and
retail facilities. The Company has a proven track record of operational
excellence in 13 U.S. states and more recently in Canada and Australia,
having designed and planned more than 100 legal cannabis facilities
since inception with 30+ licensed facilities currently under management.

The completion of the acquisition is subject to a number of conditions,
including receipt of GrowForce shareholder approval at its shareholder
meeting scheduled to be held on November 27, 2018, signing of lock-up
agreements by certain existing holders of GrowForce common shares in
favour of MJardin, as well as certain other conditions customary in
transactions of this nature. The transaction is scheduled to close prior
to the end of November 2018.

Advisors and Counsel

Canaccord Genuity Corp. is acting as the financial advisor to MJardin.
Stikeman Elliott LLP is acting as legal counsel to MJardin.

KES 7 Capital Inc. and Cormark Securities are acting as the financial
advisors to the board of directors of GrowForce, who also received an
updated independent fairness opinion from GMP Securities. WeirFoulds LLP
is acting as legal counsel to GrowForce.

About MJardin Group

MJardin is a global cannabis management platform with unparalleled
experience in cultivation, processing, distribution and retail. For over
10 years, MJardin has refined cultivation methodologies, developed state
of the art facilities and implemented vertical integration for and on
behalf of license owners. As a well-capitalized organization, MJardin
continues to pursue strategic expansion and M&A opportunities across
global legal cannabis markets. MJardin is based in Denver Colorado, with
offices in Toronto, Canada and Barcelona, Spain. For more information,
please visit www.mjardin.com.

About GrowForce Holdings

GrowForce is a geographically diversified and vertically integrated
cannabis platform operating within Health Canada’s Cannabis Act
(formerly known as the Access to Cannabis for Medical Purposes
Regulations). GrowForce owns a majority interest in flagship cannabis
facilities with strategic partnerships for turnkey operations,
proprietary software and training, and project financing. GrowForce’s
flagship facilities are operated by MJardin Group, North America’s
largest turnkey operator of legal cannabis facilities, and financed by
Bridging Finance Inc., Canada’s leading provider of private credit. For
more information, please visit www.growforce.ca.

The CSE has not in any way passed upon the merits of the proposed
acquisition, and has neither approved nor disapproved the contents of
this news release. The proposed acquisition cannot close until the
required approvals are obtained. There can be no assurance that the
proposed acquisition will be completed as proposed or at all.

This news release does not constitute an offer to sell or a
solicitation of an offer to sell 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.

Forward-Looking Information

This news release contains forward-looking information based on
current expectations. Statements about, among other things, the closing
of the proposed acquisition, future developments and the business and
operations of MJardin and GrowForce, the completion, terms and
consideration to be provided for the Proposed Acquisition are all
forward-looking information. These statements should not be read as
guarantees of future performance or results. Such statements involve
known and unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements to be materially different
from those implied by such statements. Such factors include, but are not
limited to: the parties’ ability to satisfy various closing conditions
of the proposed acquisition, including receipt of all regulatory and
shareholder approvals, receipt of the requisite approval of investors
under the Growforce subscription receipt financing, and the ability to
integrate both companies and pursue growth, financing and other
strategic objectives. Although such statements are based on management’s
reasonable assumptions at the date such statements are made, there can
be no assurance that the proposed acquisition will occur and that such
forward-looking information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such
forward-looking information. Accordingly, readers should not place undue
reliance on the forward-looking information. MJardin assumes no
responsibility to update or revise forward-looking information to
reflect new events or circumstances unless required by applicable law.

Contacts

Media Contact:
Cory Ziskind
ICR
646-277-1232
cory.ziskind@icrinc.com

MJardin Investor Contact:
Scott Van Winkle
ICR
617-956-6736
scott.vanwinkle@icrinc.com

GrowForce Investor Contact:
Ali Mahdavi
Capital Markets
& Investor Relations
416-962-3300
Ali@growforce.ca