Cannabis One Holdings Inc. (formerly Metropolitan Energy Corp.) Announces Receipt of Conditional Approval for Listing on CSE and Provides Update on Proposed RTO

/THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW./

VANCOUVER, Feb. 22, 2019 /CNW/ - Cannabis One Holdings Inc. (formerly Metropolitan Energy Corp.) (TSXV: MOE.H) ("Cannabis One" or the "Company"), is pleased to announce that, further to its announcements on July 5, 2018 and October 17, 2018, it has obtained conditional approval from the Canadian Securities Exchange (the "CSE") on February 8, 2019 for the listing of the Subordinate Voting Shares (as defined below) that will result from the Company's completion of a reverse takeover transaction (the "RTO") with Bertram Capital Finance, Inc. ("Bertram"). The Company has changed its name to "Cannabis One Holdings Inc." in anticipation of the closing of the RTO.

Pursuant to the terms of the definitive business combination agreement dated October 17, 2018 (the "Business Combination Agreement"), the Company's current common shares (the "Common Shares") shall be re-designated as Class A subordinate voting shares (the "Subordinate Voting Shares") and the Company shall create a new class of common shares, the Class B super voting shares (the "Super Voting Shares"). In connection with the RTO, shareholders of the Company and Bertram who are residents of the United States ("U.S. Residents") (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) shall receive Super Voting Shares and shareholders of the Company and Bertram who are not U.S. Residents shall receive Subordinate Voting Shares.

Notwithstanding the letter of transmittal delivered to registered shareholders of the Company along with the management information circular of the Company dated September 11, 2018, the board of directors of the Company has determined to distribute the Subordinate Voting Shares and the Super Voting Shares by way of a "push-out" instead. The holders of Common Shares of record at the close of business on February 22, 2019 will receive from the Company's transfer agent either: (i) one Subordinate Voting Share for each one Common Share held; or (ii) one Super Voting Share for each ten Common Shares held, based on their residency.

Only the Subordinate Voting Shares will be listed for trading on the CSE under the symbol "CBIS". The Super Voting Shares shall be issued to U.S. Residents in certificated form and will not be listed for trading on the CSE, however will be convertible, subject to a protective foreign private issuer restriction, into Subordinate Voting Shares on a 10 for 1 basis.

Pursuant to the terms of the Business Combination Agreement, the Company will seek to delist from the NEX board of the TSX Venture Exchange (the "NEX") concurrent with the commencement of trading of the Subordinate Voting Shares on the CSE.

Upon closing of the transaction, it is anticipated that the directors of the Company will be Jeffery A. Mascio, Darrick Payne, Bradley Harris, Bernard S. Radochonski II, Joshua Mann and Christopher Fenn.

The Company also announces that it has agreed to extend the expiry date of the 10,000,000 common share purchase warrants (the "Warrants") issued pursuant to a private placement that closed on March 29, 2018 for an additional 12 months from the original expiry date of March 29, 2019.  Following the RTO, each whole Warrant held by a non-U.S. Resident will be exercisable at a price of $0.25 to acquire one Subordinate Voting Share and every ten Warrants held by a U.S. Resident shall be exercisable at an aggregate price of $2.50 to acquire one Super Voting Share.

The Company also announces that Ryan Atkins, who is anticipated to serve as Chief Financial Officer of the Company following the RTO, has been named interim Chief Financial Officer of the Company.

Further details of the RTO are available in the Business Combination Agreement which is filed on the Company's SEDAR profile at www.sedar.com, and will be included in the CSE Form 2A Listing Statement to be filed by the Company in connection with the RTO.

Forward-Looking Information & Statements

Completion of the RTO is subject to a number of conditions, including NEX, CSE and other regulatory acceptance and as more particularly described in the Business Combination Agreement. There can be no assurance that the RTO will be completed as proposed or at all. Investors are cautioned that, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange (the "TSXV") nor its Regulation Services Provider (as such term is defined in policies of the TSXV) has in no way passed upon the merits of the RTO and has neither approved nor disapproved the contents of this press release.

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "anticipate", "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties' current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the information concerning the RTO, expectations regarding whether the RTO will be consummated, including whether conditions to the consummation of the RTO will be satisfied, the directors and officers of the Company following the RTO, and expectations for other economic, business, and/or competitive factors. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the parties. The material factors and assumptions include the parties being able to obtain the necessary corporate, regulatory and other third parties approvals and completion of satisfactory due diligence. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to consummate the RTO; the ability to obtain requisite regulatory approvals and the satisfaction of other conditions to the consummation of the RTO on the proposed terms and schedule; the potential impact of the consummation of the RTO on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the RTO. The forward-looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

This press release does not constitute an offer to sell or a solicitation of an offer to buy 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. Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Unlike in Canada which has Federal legislation uniformly governing the cultivation, distribution, sale and possession of medical cannabis under the Cannabis Act (Federal), readers are cautioned that in the U.S., cannabis is largely regulated at the State level. To the Company's knowledge, there are to date a total of 33 states, plus the District of Columbia, that have legalized cannabis in some form. Notwithstanding the permissive regulatory environment of medical cannabis at the State level, cannabis continues to be categorized as a controlled substance under the Controlled Substances Act in the U.S. and as such, cannabis-related practices or activities, including without limitation, the manufacture, importation, possession, use or distribution of cannabis are illegal under U.S. Federal law. Strict compliance with State laws with respect to cannabis will neither absolve the Company of liability under the U.S. Federal law, nor will it provide a defense to any Federal proceeding, which may be brought against the Company. Any such proceedings brought against the Company may adversely affect the Company's operations and financial performance.

SOURCE Cannabis One Holdings Inc.