November 2016

November 28, 2016 – Vancouver, B.C. – Alliance Growers Corp. (CSE: ACG; FWB: 1LA) (“Alliance Growers” or the “Company”) is pleased to announce the listing of its common shares for trading on the Frankfurt Stock Exchange under the Symbol 1LA (WKN: A2DFYX: ISIN: CA01861C1095).

The Frankfurt Stock Exchange is the world’s 10th largest stock exchange by market capitalization and largest of Germany’s seven stock exchanges. The Company anticipates the Frankfurt listing will increase trading liquidity and facilitate investment in the Company by investors across Europe. This increased exposure to worldwide markets enables Europeans to trade the Company’s common shares in Euros.

Commenting on the agreement, Dennis Petke, Alliance Grower’s President and CEO stated, “As our Company continues to grow, we realize that reaching a larger global audience is an important component to our future success.  Alliance is entertaining requests by various firms in Europe who want to tell our story”.

Mr. Petke continued, “This listing is a direct response to the interest generated over the past few months from European financiers and investors towards the Company and its Four Pillars Business Organization. Being listed on Frankfurt will now aid in the maturation of those relationships and assist in our capital raising and expanding our shareholder base”.

As previously announced in news releases on October 26, 2016 and November 7, 2016, Alliance Growers has entered into a Memorandum of Understanding (“MOU”) with Botanical Research In Motion International Inc. (“B.R.I.M.”) whereby B.R.I.M. will grant a license that will allow Alliance Growers to jointly develop and operate multiple cannabis focused Botany Centres in Canada and will include the following:

1 – B.R.I.M.’s proprietary “Chibafreen Invitro Plant Production System”

Utilizing its proprietary state of art clean tissue culture lab room designed to produce over one million Tissue Culture Plantlets per year.  The design is scalable and designed for all flora to serve the entire agriculture industry.

2 – B.R.I.M.’s proprietary Cryotissue Cold Storage

Utilizing the one-of-a-kind Cryotissue Cold Storage technology for tissue culture preservation and regeneration as needed on long term basis.

3 – Extraction Lab

Provide custom profiles for extraction for botanicals oils for retail market.

Provide extraction services as retail services to cultivators.

4 – Botanical DNA Services Laboratory

Certifying plant tissue as the genetic level.

Additional DNA mapping services.

5 – B.R.I.M’s proprietary research for cannabis for large commercial scale micro propagation production when permitted.

To finance the development of the initial cannabis focused Botany Centre, the Company has engaged DGWA, the German Institute for Asset and Equity Allocation and Valuation, known and respected as one of the leading German Corporate Boutiques for global small and mid-cap consulting and investments.  As reported on August 18, 2016, Alliance applied for a listing on the Frankfurt Stock Exchange which has now been accepted, as the beginning of a European partnership with DGWA.

About Alliance Growers

Alliance Growers Corp (ACG: CSE) is a diversified cannabis company driven by the Company’s ‘Four Pillars’ Organization Plan – MMPR cannabis production facilities, distribution network, consumer products, and research and development.

Alliance Growers is finalizing an agreement with Botanical Research In Motion International Inc., for a Canada Exclusive License to jointly develop and operate a 40,000 square foot facility to be the first of its kind in Western Canada to house a DNA Botany lab, extraction facility and Tissue Culture Plantlet Production facility to service the Cannabis market and agriculture market in general. The proposed facility will grow Cannabis plantlets using proprietary tissue culture propagation, specifically the “Chibafreen Invitro Plant Production System”, which assures consistent composition and purity of each plantlet for the growers.

Further, Alliance Growers has announced an agreement to a strategic investment arrangement with PharmaGreen and Canna Companion with offtake rights and agreements with both entities. As well, Alliance Growers has been negotiating to obtain other exclusive Canadian distribution agreements for certain proprietary products for support of the Cannabis growing industry in addition to possible partnerships with existing MMPR licensed and soon-to-be licensed facilities. For further information please visit the Company’s corporate website at www.alliancegrowers.com or the Company’s profile at www.sedar.com.

If you would like to be added to Alliance Growers’ news distribution list, please send your email address to newsletter@alliancegrowers.com

About PharmaGreen

WFS PharmaGreen Inc. is a private company located in Mission, B.C. that is in the business of manufacturing and marketing cannabis-hemp based products for animals and owns the exclusive international rights to all present and future Canna Companion formulations and products. The Company’s executive management team and its advisory committee are composed of a significant mix of professionals that have been carefully gleaned from the fields of private and public company management; veterinary science; human medical science; marketing, branding and business development capped with unparalleled academic endorsement. The Company’s animal products are developed under its 100% owned subsidiary Canna Companion Products, Inc. based in Washington State, U.S.A.  Canna operates a 5,000 sq. ft. facility for product formulation, fulfillment and customer care center in Monroe, Washington in support of its U.S. based sales for all levels, distributors, dealers, and e-commerce of the Canna Companion products,   www.cannacompanionusa.com.

About DGWA

DGWA, the German Institute for Asset and Equity Allocation and Valuation, is a partner for the European Financial Markets – known and respected as one of the leading German Investment Banking Boutiques for providing global small and mid-cap Financial Advisory Services.

They build solid, substantial and comprehensive bridges for listed and non-listed companies to investors, financial institutions and multipliers like press and media and offer finest financial engineering solutions, tailor made for their clients.

DGWA’s management team runs a 25-year track record in trading, investing and analyzing SME’s around the world. It has been so far involved in over 250 IPO’s, financings, bond issues, dual listings and corporate finance transactions, as well as corresponding road shows and awareness campaigns.

DGWA is based in Frankfurt, home of the European Central Bank, centre of Europe’s financial activities and neighbours with various leading and specialized financial institutions – located in the heart of Europe and easily accessible via one of the largest airports in the world.

About the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse: FWB):

According to the FWB website, an estimated 45 percent of Europe’s top 300 companies have their primary listing on the London or Frankfurt exchanges.  The Frankfurt Stock Exchange is an international trading centre with more than 215 market participants, 50% of which are from countries other than Germany. The FWB is one of the world’s largest stock exchange for securities trading and ranks 10th in the “Trillion Dollar Club”. With 90 per cent of its turnover generated in Germany, namely at the two trading venues Xetra® and Börse Frankfurt, it is the largest of the seven regional securities exchanges in Germany.  Besides the specialist trading at Frankfurt Stock Exchange, its fully electronic trading system Xetra® is one of the leading electronic trading platforms in the world. With the launch of Xetra in 1997, the Frankfurt Stock Exchange strengthened its competitive position and created attractive framework conditions for foreign investors and market participants. The FWB was founded over four hundred years ago in 1685 and is operated by Deutsche Borse AG.

On behalf of the board of directors of

ALLIANCE GROWERS CORP.

“Dennis Petke”

Dennis Petke

President and CEO

 

For more information contact:

 

Dennis Petke

Tel: 778-331-4266

DennisPetke@alliancegrowers.com

 

Rob Grace

Communications Consultant

Tel: 778-998-5431

RobGrace@alliancegrowers.com

THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.

FORWARD LOOKING INFORMATION

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. More particularly and without limitation, the news release contains forward-looking statements and information relating to the use of proceeds of the Financing, as well as the Company’s corporate strategy. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Company, including, without limitation, the Company’s ability to carry out its business plan following the issuance of the required licenses by Health Canada. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company’s ability to identify and complete additional suitable acquisitions to further the Company’s growth as well as risks associated with the medical marijuana industry in general, such as operational risks in development and production delays or changes in plans with respect to development projects or capital expenditures; the uncertainty of the capital markets; the uncertainty of receiving the required licenses, production, costs and expenses; health, safety and environmental risks; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of the potential market; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and regulated regulations. Accordingly, readers should not place undue reliance on the forward-looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Canadian Securities Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

 


November 15, 2016 – Vancouver, B.C. – Alliance Growers Corp. (CSE: ACG) (“Alliance Growers” or the “Company”) is pleased to announce the Company is in the final negotiation stage for a strategic equity arrangement to assist in financing CannaCompanion Products, Inc. (“Canna”). Canna is a wholly owned subsidiary of WFS PharmaGreen Inc that produces and sells safe and effective cannabinoid infused pet products www.cannacompanionusa.com.

The arrangement calls for Alliance Growers to invest CAD$300,000 on favourable financial terms with regard to pricing and warrants, in return for an exclusive long term (“Cannabinoid”) CBD oil supply contract when Canna Companion expands to the Canadian market planned for 2017.

This strategic alliance is the first of many planned initiatives that will provide Alliance Growers with future revenues from the sales of its pharmaceutical grade CBD Oil to the $21Billion Marijuana and Hemp Industry.

The Company’s current strategy and focus since announcement of the cannabis focused Botany Center & Lab with BRIM is threefold;

  1. Jointly develop cannabis focused Botany Centers around the world that provide services and plantlets to growers in the respective country.
  2. Seek out opportunities and joint ventures and investments agreements with growers in exchange for long term plantlet supply contracts, and off take agreements.
  3. Become a leading supplier of pharmaceutical grade CBD oil globally.

Commenting on the agreement, Dennis Petke, Alliance Grower’s President and CEO stated, “We are very proud of the achievements to date that Alliance Growers has accomplished toward our goal of becoming a truly global cannabis company. We have multiple CBD oil supply contracts and potential investments with growers under negotiation within North America and in other countries.  In addition to Alliance Growers providing services and plantlets to growers of all sizes, it is our vision to become the leading supplier of pharmaceutical grade CBD oil globally through long term supply contracts”.

Mr. Petke continued, “We look forward to unveiling our arrangements for participation in grow operations in exchange for long term plantlet supply contracts and off take agreements for product that Alliance Growers will use for flower and CBD oil sales.  And in the coming months, Alliance Growers will unveil certain global arrangements currently under negotiation”.

As previously announced in news release on October 26, 2016 and November 7, 2016, Alliance Growers has been granted a license that will allow it to jointly develop and operate multiple cannabis focused Botany Centres in Canada and will include the following:

The License granted to Alliance Growers will allow it to jointly develop and operate multiple Botany Centres in Canada specializing in the Cannabis industry and will include the following:

1 – B.R.I.M.’s proprietary “Chibafreen Invitro Plant Production System”

Utilizing its proprietary state of art clean tissue culture lab room designed to produce over one million Tissue Culture Plantlets per year.  The design is scalable and designed for all flora to serve the entire agriculture industry.

2 – B.R.I.M.’s proprietary Cryotissue Cold Storage

Utilizing the one-of-a-kind Cryotissue Cold Storage technology for tissue culture preservation and regeneration as needed on long term basis.

3 – Extraction Lab

Provide custom profiles for extraction for botanicals oils for retail market.

Provide extraction services as retail services to cultivators.

4 – Botanical DNA Services Laboratory

Certifying plant tissue as the genetic level.

Additional DNA mapping services.

5 – B.R.I.M’s proprietary research for cannabis for large commercial scale micro propagation production when permitted.

In addition to the previously announced issuance of 6 million common shares to BRIM and/or persons designated by BRIM, at a deemed price of $0.135 and 3 million warrants exercisable at $0.27 for a period of 2 years to be held in escrow and released in stages, the Company will pay a finder fee in cash and/or shares in the amount of $79,500 for the introduction of BRIM to Alliance.

To finance the development of the cannabis focused Botany Centre, the Company has engaged DGWA, the German Institute for Asset and Equity Allocation and Valuation, known and respected as one of the leading German Corporate Boutiques for global small and mid-cap consulting and investments.  As reported on August 18, 2016, Alliance has applied for a listing on the Frankfurt Stock Exchange, as the beginning of a European partnership with DGWA.

About Alliance Growers

Alliance Growers Corp (ACG: CSE) is a diversified cannabis company driven by the Company’s ‘Four Pillars’ Organization Plan – MMPR cannabis production facilities, distribution network, consumer products, and research and development.

Alliance Growers is finalizing an agreement with Botanical Research In Motion International Inc., for a Canada Exclusive License to jointly develop and operate a 40,000 square foot facility to be the first of its kind in Western Canada to house a DNA Botany lab, extraction facility and Tissue Culture Plantlet Production facility to service the Cannabis market and agriculture market in general. The proposed facility will grow Cannabis plantlets using proprietary tissue culture propagation, specifically the “Chibafreen Invitro Plant Production System”, which assures consistent composition and purity of each plantlet for the growers.  As well, Alliance Growers has been negotiating to obtain exclusive Canadian distribution agreements for certain proprietary products for support of the Cannabis growing industry in addition to possible partnerships with existing MMPR licensed and soon-to-be licensed facilities. For further information please visit the Company’s corporate website at www.alliancegrowers.com or the Company’s profile at www.sedar.com.

If you would like to be added to Alliance Growers’ news distribution list, please send your email address to newsletter@alliancegrowers.com

About Pharmagreen

 

WFS Pharmagreen Inc. is a private company located in Mission, B.C. that is in the business of manufacturing and marketing cannabis-hemp based products for animals and owns the exclusive international rights to all present and future Canna Companion formulations and products. The Company’s executive management team and its advisory committee are composed of a significant mix of professionals that have been carefully gleaned from the fields of private and public company management; veterinary science; human medical science; marketing, branding and business development capped with unparalleled academic and celebrity endorsement. The Company’s animal products are developed under its 100% owned subsidiary Canna Companion Products, Inc. based in Washington State, U.S.A.  Canna operates a 5,000 sq. ft. facility for product formulation, fulfillment and customer care center in Monroe, Washington in support of its U.S. based sales for all levels, distributors, dealers, and e-commerce of the Canna Companion products,   www.cannacompanionusa.com.

 

About DGWA

 

DGWA, the German Institute for Asset and Equity Allocation and Valuation, is a partner for the European Financial Markets – known and respected as one of the leading German Investment Banking Boutiques for providing global small and mid-cap Financial Advisory Services.

They build solid, substantial and comprehensive bridges for listed and non-listed companies to investors, financial institutions and multipliers like press and media and offer finest financial engineering solutions, tailor made for their clients.

DGWA’s management team runs a 25-year track record in trading, investing and analyzing SME’s around the world. It has been so far involved in over 250 IPO’s, financings, bond issues, dual listings and corporate finance transactions, as well as corresponding road shows and awareness campaigns.

DGWA is based in Frankfurt, home of the European Central Bank, centre of Europe’s financial activities and neighbours with various leading and specialized financial institutions – located in the heart of Europe and easily accessible via one of the largest airports in the world.

About the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse: FWB):

According to the FWB website, an estimated 45 percent of Europe’s top 300 companies have their primary listing on the London or Frankfurt exchanges.  The Frankfurt Stock Exchange is an international trading centre with more than 215 market participants, 50% of which are from countries other than Germany. The FWB is one of the world’s largest stock exchange for securities trading and ranks 10th in the “Trillion Dollar Club”. With 90 per cent of its turnover generated in Germany, namely at the two trading venues Xetra® and Börse Frankfurt, it is the largest of the seven regional securities exchanges in Germany.  Besides the specialist trading at Frankfurt Stock Exchange, its fully electronic trading system Xetra® is one of the leading electronic trading platforms in the world. With the launch of Xetra in 1997, the Frankfurt Stock Exchange strengthened its competitive position and created attractive framework conditions for foreign investors and market participants. The FWB was founded over four hundred years ago in 1685 and is operated by Deutsche Borse AG.

On behalf of the board of directors of

ALLIANCE GROWERS CORP.

“Dennis Petke”

Dennis Petke

President and CEO

 

For more information contact:

 

Dennis Petke

Tel: 778-331-4266

DennisPetke@alliancegrowers.com

 

Rob Grace

Corporate Communications

Tel: 778-998-5431

RobGrace@alliancegrowers.com

THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.

FORWARD LOOKING INFORMATION

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. More particularly and without limitation, the news release contains forward-looking statements and information relating to the use of proceeds of the Financing, as well as the Company’s corporate strategy. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Company, including, without limitation, the Company’s ability to carry out its business plan following the issuance of the required licenses by Health Canada. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company’s ability to identify and complete additional suitable acquisitions to further the Company’s growth as well as risks associated with the medical marijuana industry in general, such as operational risks in development and production delays or changes in plans with respect to development projects or capital expenditures; the uncertainty of the capital markets; the uncertainty of receiving the required licenses, production, costs and expenses; health, safety and environmental risks; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of the potential market; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and regulated regulations. Accordingly, readers should not place undue reliance on the forward-looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Canadian Securities Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

 


November 8, 2016 – Vancouver, B.C. – Alliance Growers Corp. (CSE: ACG) (“Alliance Growers” or the “Company”) is pleased to announce a non-brokered private placement (the “Private Placement”) of up to 10,000,000 units (the “Units”) at a price of $0.20 per Unit, for gross proceeds of up to $2,000,000.  Each Unit is comprised of one common share and one share purchase warrant. Each share purchase warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.30 per share, for a period of two years from the date the Units are issued. If during the exercise period of the warrants, but after the resale restrictions on the shares have expired, the Company’s shares trade at or above a weighted average trading price of $0.45 per share for 10 consecutive trading days, the Company may accelerate the expiry time of the warrants by giving written notice to warrant holders that the warrants will expire 30 days from the date of providing such notice.

A portion of the Private Placement may be completed in accordance with the exemption set out in BC Instrument 45-534 (Exemption from prospectus requirement for certain trades to existing security holders) (the “Security Holder Exemption”) pursuant to the terms and conditions of this Offering News Release and BC Instrument 45-534.  Alliance shall make the pro-rata offer available to all persons who, as of the record date of November 7, 2016, held common shares in the capital of the Company.  In accordance with the requirements of the Security Holder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.

The Private Placement securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.

The Company plans to allocate the proceeds of the Private Placement primarily to the Botany Centre for property acquisition and preliminary planning and development, plus finalization of agreements in other potentially lucrative arrangements in the medical and recreational cannabis space, as well as general working capital. The financing is subject to regulatory approval.  All securities issued pursuant to the placement will be subject to a hold period of four months and one day from the date of closing.

Commenting on the Private Placement, Dennis Petke, Alliance’s President and CEO stated, “This next round of financing will allow Alliance to accelerate its plans to develop the Botany Centre as the core of a truly global cannabis company.  It will also will allow us to formalize agreements on other initiatives that Alliance has identified in the medical and recreational Cannabis industry to further develop our business model to take advantage of the imminent legalization of recreational cannabis in both Canada and certain significant states in the US.  The primary such initiative is to become a leading supplier of high quality CBD oil to multiple channels in the cannabis industry for both medical and recreational use in Canada and the US.”

About Alliance Growers  

Alliance Growers Corp (ACG: CSE) is a diversified cannabis company driven by the Company’s ‘Four Pillars’ Organization Plan – MMPR cannabis production facilities, distribution network, consumer products, and research and development.

Alliance is finalizing a Definitive Agreement with Botanical Research In Motion International Inc., for a Canada Exclusive License to jointly develop and operate a 40,000 square foot facility to be the first of its kind in Western Canada to house a DNA Botany lab, extraction facility and Tissue Culture Plantlet Production facility to service the Cannabis market and agriculture market in general. The proposed facility will grow Cannabis plantlets using proprietary tissue culture propagation, specifically the “Chibafreen Invitro Plant Production System”, which assures consistent composition and purity of each plantlet for the growers.  As well, Alliance has been negotiating to obtain exclusive Canadian distribution agreements for certain proprietary products for support of the Cannabis growing industry in addition to possible partnerships with existing MMPR licensed and soon-to-be licensed facilities. For further information please visit the Company’s corporate website at www.alliancegrowers.com or the Company’s profile at www.sedar.com.

If you would like to be added to Alliance Growers’ news distribution list, please send your email address to newsletter@alliancegrowers.com

On behalf of the board of directors of

ALLIANCE GROWERS CORP.

“Dennis Petke”

Dennis Petke

President and CEO

 

For more information contact:

Dennis Petke

Tel: 778-331-4266

 

DennisPetke@alliancegrowers.com

 

Rob Grace

Corporate Communications

Tel: 778-998-5431

RobGrace@alliancegrowers.com

THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.

FORWARD LOOKING INFORMATION

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. More particularly and without limitation, the news release contains forward-looking statements and information relating to the use of proceeds of the Financing, as well as the Company’s corporate strategy. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Company, including, without limitation, the Company’s ability to carry out its business plan following the issuance of the required licenses by Health Canada. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company’s ability to identify and complete additional suitable acquisitions to further the Company’s growth as well as risks associated with the medical marijuana industry in general, such as operational risks in development and production delays or changes in plans with respect to development projects or capital expenditures; the uncertainty of the capital markets; the uncertainty of receiving the required licenses, production, costs and expenses; health, safety and environmental risks; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of the potential market; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and regulated regulations. Accordingly, readers should not place undue reliance on the forward-looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Canadian Securities Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

 


November 7, 2016 – Vancouver, B.C. – Alliance Growers Corp. (CSE: ACG) (“Alliance Growers” or the “Company”) is pleased to announce progress on the building the 40,000 square foot “Botany Centre” to service the Cannabis market specifically and the agriculture market in general.

Further to the Memorandum of Understanding (“MOU”) with Botanical Research In Motion International Inc. (“BRIM”) announced on October 26, 2016, whereby BRIM will grant Alliance an exclusive Canadian license (the “License”) regarding certain of BRIM’s proprietary technologies, the Company has determined that the price of the 6 million shares to be issued for the License are set at $0.135 per share for a deemed value of $810,000.

Alliance and BRIM have identified and agreed on the engagement of a senior architecture firm from British Columbia that is not only qualified in designing clean room labs but also has clearances for high security construction projects such as Health Canada’s MMPR commercial facility as well as federal level airports, etc.  They not only bring the design to the project but also act as a general contractor making them a desirable one stop solution for the project’s construction needs.

Alliance has engaged a construction consultant to assist in monitoring the entire construction process. Kruger Pacific Ltd., a private BC company, has members with many years of extensive experience in the construction industry, including former commercial building inspectors.  The principal of Kruger Pacific has owned and operated precast concrete factories in Calgary and Vancouver, as well as a successful commercial construction company for over twenty years.  In addition, he has been involved in junior public companies for more than 25 years with positions in senior level management and thus is a perfect fit for Alliance’s requirements for this project.

Commenting on the Progress, Dennis Petke, Alliance’s President and CEO stated, “We are very pleased to be getting the project underway so quickly after announcing our MOU.  Since the announcement of the MOU, BRIM and Alliance have identified significant additional revenue streams in the medical and recreational Cannabis industry that we are very excited to begin implementing after we complete our next round of funding, including a plan to acquire interests in multiple ACMPR facilities”.

Mr. Petke continued, “Alliance continues to develop its business model to take advantage of the imminent legalization of Recreational Cannabis in both Canada and the US, which includes becoming a leading supplier of high quality CBD oil to multiple channels in the Cannabis industry for both medical and recreational use in Canada and the US.  When the November elections bring new opportunities in the US, we will be ready in a very timely manner.  In addition, we believe the development of these Botany Centres in Canada and in other countries will form a significant component of our vision of becoming a successful global cannabis company.  We appreciate and thank our new investors and all shareholders for their continued support.”

As previously announced, the License granted to Alliance will allow it to jointly develop and operate multiple Botany Centre’s in Canada and will include the following:

The License granted to Alliance will allow it to jointly develop and operate multiple Botany Centres in Canada and will include the following:

1 – B.R.I.M.’s proprietary “Chibafreen Invitro Plant Production System”

Utilizing its proprietary state of art clean tissue culture lab room designed to produce over one million Tissue Culture Plantlets per year.  The design is scalable and designed for all flora to serve the entire agriculture industry.

2 – B.R.I.M.’s proprietary Cryotissue Cold Storage

Utilizing the one-of-a-kind Cryotissue Cold Storage technology for tissue culture preservation and regeneration as needed on long term basis.

3 – Extraction Lab

Provide custom profiles for extraction for botanicals oils for retail market.

Provide extraction services as retail services to cultivators.

4 – Botanical DNA Services Laboratory

Certifying plant tissue as the genetic level.

Additional DNA mapping services.

5 – B.R.I.M’s proprietary research for cannabis for large commercial scale micro propagation production when permitted.

The MOU will be superseded by a definitive agreement (the “Definitive Agreement”) to be completed on or before November 30, 2016.

The significant terms of the deal include the following:

  1. Alliance will issue to BRIM a total of 6,000,000 common shares and 3 million warrants to be released in stages;
  2. Cash payments of $75,000 on execution of the MOU and $75,000 on execution of the Definitive Agreement;
  3. Pay a Royalty to BRIM on each Botany Centre in Canada that that is consistent with similar commercial operations.

The initial Botany Centre and land shall be held by a wholly owned subsidiary of Alliance.  Alliance shall be solely responsible for the cost of construction of the Botany Centre, and be responsible for all management fees, salaries, consulting fees and other operating costs related to the Botany Centre.

BRIM also agrees to grant Alliance first right of refusal on exclusive licenses in various states in the US, and other countries or regions as they are identified, whereby Alliance will jointly operate the clean room certified laboratories making up a similar Botany Centre in those locations.

To finance the development of the Botany Centre, the Company has engaged DGWA, the German Institute for Asset and Equity Allocation and Valuation, known and respected as one of the leading German Corporate Boutiques for global small and mid-cap consulting and investments.  As reported on August 18, 2016, Alliance has applied for a listing on the Frankfurt Stock Exchange, as the beginning of a European partnership with DGWA.

About Alliance Growers

Alliance Growers Corp (ACG: CSE) is a diversified cannabis company driven by the Company’s ‘Four Pillars’ Organization Plan – MMPR cannabis production facilities, distribution network, consumer products, and research and development.

Alliance is finalizing an agreement with Botanical Research In Motion International Inc., for a Canada Exclusive License to jointly develop and operate a 40,000 square foot facility to be the first of its kind in Western Canada to house a DNA Botany lab, extraction facility and Tissue Culture Plantlet Production facility to service the Cannabis market and agriculture market in general. The proposed facility will grow Cannabis plantlets using proprietary tissue culture propagation, specifically the “Chibafreen Invitro Plant Production System”, which assures consistent composition and purity of each plantlet for the growers.  As well, Alliance has been negotiating to obtain exclusive Canadian distribution agreements for certain proprietary products for support of the Cannabis growing industry in addition to possible partnerships with existing MMPR licensed and soon-to-be licensed facilities. For further information please visit the Company’s corporate website at www.alliancegrowers.com or the Company’s profile at www.sedar.com.

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About DGWA

DGWA, the German Institute for Asset and Equity Allocation and Valuation, is a partner for the European Financial Markets – known and respected as one of the leading German Investment Banking Boutiques for providing global small and mid-cap Financial Advisory Services.

They build solid, substantial and comprehensive bridges for listed and non-listed companies to investors, financial institutions and multipliers like press and media and offer finest financial engineering solutions, tailor made for their clients.

DGWA’s management team runs a 25-year track record in trading, investing and analyzing SME’s around the world. It has been so far involved in over 250 IPO’s, financings, bond issues, dual listings and corporate finance transactions, as well as corresponding road shows and awareness campaigns.

DGWA is based in Frankfurt, home of the European Central Bank, centre of Europe’s financial activities and neighbours with various leading and specialized financial institutions – located in the heart of Europe and easily accessible via one of the largest airports in the world.

About the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse: FWB):

According to the FWB website, an estimated 45 percent of Europe’s top 300 companies have their primary listing on the London or Frankfurt exchanges.  The Frankfurt Stock Exchange is an international trading centre with more than 215 market participants, 50% of which are from countries other than Germany. The FWB is one of the world’s largest stock exchange for securities trading and ranks 10th in the “Trillion Dollar Club”. With 90 per cent of its turnover generated in Germany, namely at the two trading venues Xetra® and Börse Frankfurt, it is the largest of the seven regional securities exchanges in Germany.  Besides the specialist trading at Frankfurt Stock Exchange, its fully electronic trading system Xetra® is one of the leading electronic trading platforms in the world. With the launch of Xetra in 1997, the Frankfurt Stock Exchange strengthened its competitive position and created attractive framework conditions for foreign investors and market participants. The FWB was founded over four hundred years ago in 1685 and is operated by Deutsche Borse AG.

On behalf of the board of directors of

ALLIANCE GROWERS CORP.

“Dennis Petke”

Dennis Petke

President and CEO

 

For more information contact:

 

Dennis Petke

Tel: 778-331-4266

DennisPetke@alliancegrowers.com

 

Rob Grace

Corporate Communications

Tel: 778-998-5431

RobGrace@alliancegrowers.com

THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.

FORWARD LOOKING INFORMATION

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. More particularly and without limitation, the news release contains forward-looking statements and information relating to the use of proceeds of the Financing, as well as the Company’s corporate strategy. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Company, including, without limitation, the Company’s ability to carry out its business plan following the issuance of the required licenses by Health Canada. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company’s ability to identify and complete additional suitable acquisitions to further the Company’s growth as well as risks associated with the medical marijuana industry in general, such as operational risks in development and production delays or changes in plans with respect to development projects or capital expenditures; the uncertainty of the capital markets; the uncertainty of receiving the required licenses, production, costs and expenses; health, safety and environmental risks; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of the potential market; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and regulated regulations. Accordingly, readers should not place undue reliance on the forward-looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Canadian Securities Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.