EXMCeuticals Inc. provides Corporate Update

VANCOUVER, BRITISH COLUMBIA, September 10, 2019EXMceuticals Inc. (CSE: EXM) (FSE: A2PAW2) (the “Company” or “EXM”), a cultivator and producer of cannabis extractions and refined ingredients for the pharmaceutical, nutraceutical, therapeutical and cosmetic industries is very pleased to provide a corporate update following a series of announcements in the last few months.

Addition of cannabis industry leader Tripp Keber

Recently, EXM announced that cannabis industry leader and former Dixie Brands’ CEO Tripp Keber is joining the Company as Strategic Advisor to the Board. Mr. Keber now works closely with the Board of Directors and existing executive management team to assist with the future development of the Company, bringing his significant professional experience and connectivity totalling more than a decade within the industrial cannabis, cannabinoid ingredients and hemp industries.

Significant progress in Portuguese Operations with R&D facility, new project and pilot-scale refinery

The initial operations are now fully installed, staffed and functional. Progress includes new Research and Development (R&D) facility working on new CBD and terpene protocols and research opportunities for various industries. Research projects are already underway as part of the Portugal 2020 grant initiatives.

New strategic initiative with Haywood Securities Inc.

Also, the Company announced it has appointed Haywood Securities Inc. as its Canadian adviser. Haywood is a full-service investment bank that seeks to work with young companies and offers an impressive team of investment banking professionals. EXM has subsequently signed an agreement with Momentum PR who will represent the Company, convey our plans, and engage proactively with investors in Canada.

EXM in Uganda

EXM has commenced the initial test cultivating of cannabis in Uganda and is further developing its nursery operations and farming infrastructure. Nursery activities are currently focused on establishing high CBD content strains that will then grow well in the local environment. Total available cultivatable land is in excess of 2,000 hectares. EXM has already built and installed a fully operational extraction plant which has been tested with harvested cannabis.

“This is a very exciting time for EXM and I'm truly happy with the way things are going,” said Jonathan Summers, Chairman of EXM. “The best part about all these announcements is that this is only the beginning in reaching our short-term milestones,” he added.

Upcoming updates: Portugal activities, GFR & Malawi Cannabis

In addition, EXM’s Portugal team is excited about significant progress that has been achieved in reaching the Company’s technical and scientific objectives in regard to its activities in Portugal. The team is expecting to receive the initial license in September which would allow the Company to import, research and refine cannabinoids within Europe, utilizing the pilot facility that has already been built and staffed. EXM intends to submit the application for a commercial production license shortly. With regard to EXM’s R&D activities we are on the verge of signing a partnership with a leading UK university, in addition to the partnership already in place with Nova University, Lisbon.

EXM is in the process of finalising its planned joint venture with GFR Pharmaceutical. GFR is Canada’s biggest white-label nutraceutical company and the soon-to-be-named joint venture will establish and operate a state-of-the-art production facility to distribute full spectrum hemp oil products across North America. EXM will supply full spectrum hemp oil ingredients to the joint venture on a cost-plus basis and will own 50% of the entity and the products that are created.

With regard to Malawi, the Company will complete in a near future the signing of formal agreements for the acquisition of the entirety of the prize farming and processing asset in the country. This asset is arguably being acquired on very attractive terms for EXM shareholders and has been fully funded by the seller through to the end of Q1 2020 as part of the transaction terms. This 2000-hectare farm and the factory is fully staffed and operational, already generates revenues, and is actively growing and distributing mangos to Europe and India. Perhaps most importantly “We hope and expect our Malawi operations to receive a Cannabis cultivation and export license before the middle of October”, said Summers.

Loan Agreement

The Company announces that it has entered into two agreements with Jonathan Summers, President of the Company providing for a loan of $600,000 and a loan facility of up to $1,400,000. Amounts funded under the loans are unsecured, repayable in December 2019 and January 2021, respectively, and bear interest at a 10% and 12% per annum respectively. The company issued bonus special warrants to the lender which entitle the lender to acquire bonus shares at a price of $1.35 per share for 20% of the principal amount actually funded under the loans. The special warrants convert into shares only if the lender subscribes to a future Company financing in the amount equal to outstanding loan amount prior to the maturity date. The Company may elect to repay principal and interest drawn under the $1.4 million loan facility in cash or shares, provided that shares will be priced at the time of repayment. Proceeds from the Loan will be allocated to ongoing business initiatives and general working capital purposes.

The $1.4 million loan facility agreement also provides for the grant of performance-based warrants, entitling the lender to acquire between 10% and 50% of the principal amount funded under the loan facility in shares at a price of $1.35 per share. The percentage will be determined based on the Company’s share price at the time the loan is repaid, with a sliding scale starting from $1.35 to above $6.00.

Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) the Company advises that the loan agreements are related party transactions under MI 61-101 and is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of the instrument.

ON BEHALF OF THE BOARD OF DIRECTORS OF EXMCEUTICALS INC.

Michel Passebon, Chief Executive Officer and Director

For further information contact:

Investor Relations

investors@exmceuticals.com

Media Enquiries

media@exmceuticals.com

Europe - Jane Glover+44 (0) 203 757 4990

North America - Mélanie Guillemette: +1 819 668 2734


ABOUT EXMCEUTICALS

EXM’s activities are focused on the sustainable cultivation of cannabis and hemp, and the production of high-grade and hemp ingredients for the pharmaceutical, therapeutical, nutraceutical and cosmetic industries. The Company proposes to sell the produced ingredients to international markets.

EXM is in the final stage of procuring the required authorizations and permits in Portugal for its laboratory for research, and center for processing and distribution, which are currently under construction. EXM has previously completed research projects with its university partners, Universidade Nova de Lisboa and Universidade Lusofona. Pending receipt of the authorizations and permits, EXM is proceeding with its R&D program, lab work and testing under the licenses that its university partners have already obtained for the initial research projects. In addition to its more scientific mandate, the facility being built is proposed to be used by EXM as its base for distribution in the EU and North America.

EXM, through its subsidiary and in-country partner, holds the rights to a cannabis license in the Kuba Kingdom, Mweka, Kasai Province, Democratic Republic of Congo, and the rights to a land concession for the cultivation of cannabis and hemp, and processing and export of high-grade cannabis extracted ingredients.

EXM has also submitted applications and undertaken negotiations with local governments and partners in Ethiopia, Malawi, Zambia, Eswatini and Burundi, in order to obtain licences to permit the cultivation of cannabis and hemp, as well as the processing, transformation and export of psychotropic and non-psychotropic cannabinoid ingredients. In Ethiopia, EXM is in its final stage of negotiation with the government for an agro-industrial park, of 4,000 hectares (9,880 acres) encompassing a free trade zone, for which EXM has already obtained land rights over 2,000 hectares (4,940 acres) in the Amhara region.

CSE: EXM | FSE: A2PAW2

Neither the CSE nor the FSE has approved nor disapproved the contents of this news release. Neither the CSE nor the FSE accepts responsibility for the adequacy or accuracy of this release.

Certain information contained herein may constitute “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as, “will be”, “expected”, “proposes”, “intends” or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements regarding the Company’s business operations, including the cultivation of cannabis in Uganda, the extraction of cannabis ingredients and the exportation of the extracts, the results of testing at our facilities established for the European market, future laws and regulations governing the sale of our products in Europe and elsewhere, and the potential to generate sales, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of EXM to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. EXM will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.