AgraFlora Announces Share Issuances

Apr 29, 2019

Vancouver, British Columbia / April 29, 2019 AgraFlora Organics International Inc. (“AgraFlora” or the “Company”) (CSE: AGRA) (Frankfurt: PU31) (OTCPK: PUFXF), a growth oriented and diversified international cannabis company, announces that, further to its news releases of March 20, 2019 and March 25, 2019, it has completed various share issuances to certain parties as detailed out below.

Propagation Services Canada Inc. (“PSC”):

A total of 20,588,235 Shares were issued pursuant to a share purchase agreement with PSC and the shareholders of PSC (the “PSC Shareholders”) dated effective March 19, 2019 (the “Agreement”). Pursuant to the Agreement, the Company acquired 10% of the outstanding Class B non-voting participating common shares of PSC (the “PSC Shares”) from the PSC Shareholders for $14,000,000, payable by the issuance of 20,588,235 Shares of the Company at a price of $0.68 per Share.

Consulting Services:

The Company issued an aggregate of 10,000,000 Shares at a deemed price of $0.51 per Share to key personnel, including related parties, who are assisting with PSC and the 2.2 million square foot greenhouse project located in Delta, British Columbia (the “Delta Facility”) which was announced on June 29, 2018.

Letter of Intent:

Pursuant to a letter of intent dated May 22, 2018, the Company has issued the first allotment of 1,250,000 Shares to Cornelius Houwelings (the “Consultant”) at a deemed price of $0.51 per Share. As set out in the LOI, the Company agreed to issue an aggregate of 5,000,000 Shares to the Consultant with the remaining 3,750,000 Shares to be issued as follows:

Date of Issuance

No. of Shares

June 25, 2019

1,250,000

September 25, 2019

1,250,000

December 25, 2019

1,250,000

Total:

3,750,000

The Company has also agreed to issue the Consultant an additional 5,000,000 Shares upon the achievement of the Delta Facility becoming 100% operational in cannabis.

Supply Agreement:

The Company also issued 281,690 Shares at a deemed price of $0.71 per Share to Vendure Genetics Labs Inc. (the “Supplier”) pursuant to a supply agreement dated December 26, 2018, whereby the Company agreed to purchase certain plants, plant matter and related plant-based products from the Supplier for total consideration of $200,000, payable in Shares.

All Shares issued are subject to a statutory four-month hold period.

About Delta Organic Cannabis Corp.

DOCC is Canadian focused vertically integrated cannabis company formed by some of the most successful early-movers in the space.

About Propagation Services Canada Inc.

Propagation Services Canada is a joint venture company focused on the cannabis flower and propagation market in Canada. Its Delta Greenhouse Complex covers approximately 2.2 million square feet and is one of the most technologically advanced greenhouses in North America, with an experience staff, full propagation services, advanced HVAC, lighting and water systems and its own 8.8 MW powerplant.

About AgraFlora Organics International Inc.

AgraFlora Organics International Inc. is a growth oriented and diversified company focused on the international cannabis industry. It owns an indoor cultivation operation in London, ON and is a joint venture partner in Propagation Service Canada and its large-scale 2,200,000 sq. ft. greenhouse complex in Delta, BC. The Company has a successful record of creating shareholder value and is actively pursuing other opportunities within the cannabis industry. For more information please visit: www.agraflora.com.

ON BEHALF OF THE BOARD OF DIRECTORS

Derek Ivany
President & CEO

For additional information:

AgraFlora Organics International Inc.

Tim McNulty
E: ir@agraflora.com
T: (800) 783-6056

For French inquiries:

Remy Scalabrini, Maricom Inc.
E: rs@maricom.ca
T: (888) 585-MARI

The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.

Forward-looking Information Cautionary Statement

Except for statements of historic fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CSE. There are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. There are no assurances that the business plans for AgraFlora Organics described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators, which are available at www.sedar.com.