Benchmark Botanics, Inc. (CSE: BBT) (FSE: BBW) is pleased to announce that, further to its press release dated April 10, 2018, it has entered into a definitive agreement to supersede the letter agreement with 1139000 B.C. Ltd. for the development of approximately 4 acres of greenhouse operations to be located in Pitt Meadows, British Columbia beneficially owned by 1139.

Under the terms of the Agreement, Benchmark has agreed, through its wholly-owned subsidiary, Potanicals Green Growers Inc. to apply for a license under the Access to Cannabis for Medical Purposes Regulations for the Property, and upon receipt of a license under the ACMPR will earn a 25% interest in 1139, the owner of the Property. Upon the Property being developed to a commercial stage, Benchmark will have the right to increase its ownership to 51% of 1139 in consideration for the issuance of common shares of Benchmark, such number of shares to be based on the then fair market value of 1139.

Pursuant to the Agreement, 1139 is responsible for construction of the necessary facilities on the Property in order for a license under the ACMPR to be obtained. Benchmark has agreed to indemnify 1139 for certain expenses relating to the acquisition of the Property and construction of the facilities in the event that Potanicals fails to obtain a license under the ACMPR for the Property by June 30, 2019, subject to extension in certain circumstances.

About Benchmark

Benchmark is a publicly traded company based in Vancouver, British Columbia that is positioned to provide financing, partnership and acquisition opportunities to licensed producers and ancillary businesses within the global cannabis industry.

In November 2017, the Company acquired its first subsidiary, Potanicals Green Growers Inc. Potanicals possesses a Health Canada license to cultivate and sell cannabis as an Access to Cannabis for Medical Purposes Licensed Producer. In its first phase of operations, Potanicals is currently cultivating in its 12,700 square foot PHASE I indoor production facility. Benchmark is pursuing additional sites to retrofit for large scale cultivation expansion.