MJ Opportunity Corp. (TSX-V: MJC.P) announced today that Lift Co. Ltd. has closed its previously announced non-brokered private placement of $2,000,000 aggregate principal amount of 10% senior unsecured convertible debentures of Lift.

The Strategic Investment was completed in connection with the previously announced proposed Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange) of MJO, pursuant to which MJO will acquire all of the issued and outstanding securities of Lift, and the Convertible Debentures shall be exchanged for convertible debentures  of the resulting issuer on substantially equivalent terms to those terms contained in the Convertible Debentures.

The Convertible Debentures shall mature on the date which is 24 months following their date of issue  and shall bear interest at a rate of 10% per annum commencing on the closing date of the Strategic Investment, payable semi-annually on the last day of June and December of each year, commencing on December 31, 2018. The Convertible Debentures will be convertible into common shares of Lift, or following completion of the Acquisition, common shares of the Resulting Issuer, at the option of the holder at any time prior to the close of business on the last business day immediately preceding the Maturity Date at a conversion price equal to $0.60 per Lift Common Share or Resulting Issuer Common Share, as applicable, subject to adjustment in certain events. Holders converting their Convertible Debentures or Resulting Issuer Convertible Debentures, as applicable, will receive accrued and unpaid interest thereon for the period from and including the date of the latest interest payment date to, but excluding, the date of conversion.

The Convertible Debentures and the Resulting Issuer Convertible Debentures will not be redeemable.

The Convertible Debentures contain, and Resulting Issuer Convertible Debentures will contain, certain restrictions on future issuances of debt and secured obligations of Lift and the Resulting Issuer, as applicable, without the prior approval of holders.

In consideration of the financial and structuring advice and assistance provided by GMP Securities L.P.  on its own behalf and on behalf of a syndicate of advisors including PI Financial Corp., Beacon Securities Limited, Echelon Wealth Partners Inc. and Haywood Securities Inc. (collectively, the “Advisors“), to Lift in connection with the Strategic Investment, Lift has paid to the Advisors a financial advisory fee in the amount of $150,000 plus applicable taxes. Fifty percent of the Financial Advisory Fee was paid to GMP, on its own behalf and on behalf of the other Advisors, on the Closing Date. The remaining fifty percent of the Financial Advisory Fee was deposited into escrow on the Closing Date and shall only be payable upon satisfaction of certain escrow release conditions and release of the escrowed funds in connection with the previously closed subscription receipt offering of Lift. As additional consideration for the financial and structuring advice and assistance provided by the Advisors to Lift in connection with the Strategic Investment, the Advisors were granted and issued 100,000 compensation options of Lift. Upon satisfaction of the escrow release conditions and release of the escrowed funds in connection with the Subscription Receipt Offering, each Compensation Option will be exercisable for one Lift Common Share or one Resulting Issuer Common Share, as applicable, at a price of $0.60 for a period of 24 months following the date the escrowed funds are released in connection with the Subscription Receipt Offering.

The net proceeds from the Strategic Investment are expected to be used for working capital and general corporate purposes.

About Lift Co. Ltd.

Lift is a privately held company that was incorporated under the Business Corporations Act (British Columbia) and subsequently continued and currently existing pursuant to the Business Corporation Act (Ontario). Lift brings media and data together to empower cannabis businesses and consumers with unique knowledge and insights to make better-informed decisions. For consumers, Lift operates Canada’s largest cannabis product-comparison platform, an unrivalled loyalty program and North America’s largest consumer cannabis tradeshows. For businesses, Lift provides unique market, product and consumer insights while connecting businesses and consumers through Canada’s most-adopted consumer channels.