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DionyMed Brands Inc. Signs Binding Term Sheet to Acquire 1.83 Acre Southern California Cannabis Campus from MMAC

March 20, 2019

DionyMed Brands Inc. Signs Binding Term Sheet to Acquire 1.83 Acre Southern California Cannabis Campus from MMAC

DionyMed Strengthens Distribution and Direct-to-Consumer Platform in the Los Angeles Market

DionyMed Brands Inc. (“DionyMed” or “Company”) (CSE: DYME), a multi-state cannabis brands platform, announced today it has signed a binding term sheet with MM Esperanza 2 LLC, doing business as “MMAC,” to acquire select MMAC assets (the “Acquisition”), including the 1.83 acre Los Angeles cannabis campus that includes a dispensary storefront, distribution facility, manufacturing hub and direct-to-consumer fulfillment center. The acquisition includes all property, leaseholds, equipment and licenses for a purchase price of $19,000,000 and enhances DionyMed’s brands distribution and direct-to-consumer footprint in Southern California.

Completion of the Acquisition is subject to several conditions, including, but not limited to, the execution and delivery of definitive documentation mutually agreeable to the parties, completion of due diligence on MMAC to the Company’s sole satisfaction and receipt of all board, shareholder, regulatory and third-party approvals for the Acquisition.

Located in the heart of Los Angeles, MMAC’s 1.83 acre campus serves the Southern California cannabis market with a well-established retail storefront, a distribution, manufacturing, and direct-to-consumer fulfillment center supporting all of Los Angeles County. Under the terms of the agreement, DionyMed will pay MMAC $13,000,000 in cash and $6,000,000 in DionyMed Common Shares.

Edward Fields, CEO of DionyMed, commented, “This acquisition accelerates the DYME brands portfolio in the world’s largest cannabis market – California. Together, with our existing Northern California footprint, this market leading cannabis campus supports our vision for bringing safe, trusted cannabis brands to consumers throughout the entire state.”

Cameron Smith, COO of MMAC, commented, “Now that we’ve established our Los Angeles platform, the sale of the property provides MMAC additional working capital to quickly expand its footprint beyond the Los Angeles area. Further, by partnering with DionyMed, one of the top operators in the cannabis industry, we can utilize their efficient direct-to-consumer cannabis platform to drive increased awareness of our brands.”

To be added to the DionyMed e-mail distribution list, please e-mail DionyMed@kcsa.com with DionyMed in the subject line.

About DionyMed
Founded in 2017, DionyMed is a multi-state cannabis brands, distribution and delivery platform, supporting cultivators, manufacturers and award-winning brands in the medical and adult-use cannabis markets. DionyMed sells branded products in every category from flower to vape cartridges, concentrates and edibles. DionyMed serves more than 700 dispensaries and completes over 40,000 Direct-To-Consumer deliveries each month with its growing portfolio of products and brands. Learn more at www.DionyMed.com and follow @DYME_Inc on Twitter and LinkedIn.

Forward-Looking Information and Statements
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved” and include, without limitation, statements related to the structure of the acquisition, the ability of DionyMed and MMAC to complete the acquisition and the satisfaction or waiver of the conditions precedent, the method of payment of consideration for the assets of MMAC and the impact of the acquisition on DionyMed and MMAC.

In connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions, including but not limited to: the Company being able to complete the acquisition in the matter set out herein, the Company and MMAC being able to execute and deliver definitive documentation, there being no material issues in the due diligence on MMAC, the Company and MMAC being able to obtain all board, shareholder, regulatory and third-party approvals, there being no material impact on the businesses of DionyMed or MMAC, the ability of the Company or MMAC to complete the transaction and obtain the necessary approvals.

By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements, including but not limited to: the Company or MMAC not being able to complete the acquisition on the terms described herein or at all, the acquisition not having the desired impact or there being a material adverse change in the business of MMAC, material changes in the Company’s business plan that would affect the use of proceeds as set out herein, there being material fluctuations in the Company’s share price and certain other risk factors set out in the Listing Statement of the Company available on the Company’s profile on SEDAR at www.sedar.com.

Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.