www.sedar.com

Match Capital Resources Corporation Announces Shareholder Approval of All Matters at Its Annual and Special Meeting

Toronto, Ontario–(Newsfile Corp. – October 30, 2018) – Match Capital Resources Corporation (TSXV: MHC.H) (“Match” or the “Company“) is pleased to announce that its shareholders approved all resolutions brought before them at the Company’s Annual and Special Meeting of the Shareholders (the “Meeting“) held in Toronto on October 26, 2018, including the approval of all matters relating to its proposed reverse takeover transaction (the “Transaction“) with Braingrid Corporation (“Braingrid“).

The matters approved at the Meeting include the following:

  1. to receive the audited financial statements of the Corporation for the financial years ended December 31, 2014, 2015, 2016 and 2017 and the accompanying report of the auditors thereon;
  2. to appoint the auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditors’ remuneration;
  3. to set the number of directors of the Corporation at five (5);
  4. to elect the directors of the Corporation (the “Current Slate“) to serve from the close of the Meeting until the earlier of: (i) the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed; and (ii) a time determined by the Current Slate, such time to be (iii) no earlier than the time of completion of the proposed amalgamation with Braingrid (the “Braingrid Transaction“) and (iy) not later than one business day following the date of completion of the Braingrid Transaction, and, if no such determination is made by the Current Slate, such determination will be deemed to have been made and the time deemed to be determined shall be the effective time of the Braingrid Transaction (any such determined time, the “Change of Board Time“);
  5. to elect the directors of the Corporation to serve from the Change of Board Time until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed;
  6. to consider, and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving a new stock option plan of the Corporation;
  7. to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving a restricted share unit plan of the Corporation, conditional upon the completion of the Braingrid Transaction;
  8. to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving the conversion of debt held by Daryl Hodges into common shares of the Corporation;
  9. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the consolidation of the issued and outstanding common shares in the capital of the Corporation on a basis of one (1) post-consolidation common share for every eight (8) pre-consolidation common shares;
  10. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the change of the name of the Corporation to “Braingrid Limited” or such other name as selected by the board of directors of the Corporation;
  11. to consider and, if deemed appropriate, approve by ordinary resolution the repeal of the old By-law No. 1 of the Corporation and the adoption of new By-law No. 1A of the Corporation; and
  12. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

More specific details of the matters approved at the Meeting are set forth in a management information circular of the Company dated September 26, 2018 and posted on the System for Electronic Data Analysis and Retrieval (SEDAR) at www.sedar.com.

In connection with the Transaction and pursuant to Canadian Securities Exchange (CSE) requirements, the Company will be filing a listing statement on SEDAR, which contains further details regarding the Transaction, the Company, Braingrid and the resulting issuer. The CSE has granted conditional approval for listing of the Company’s common shares following the completion of the Transaction. However, the Transaction remains subject to the final approval of the CSE and satisfaction of closing conditions customary to transactions of this nature and there can be no assurance that the Transaction will be completed as proposed or at all. The Transaction is anticipated to close on in early November.

For further information please contact:

MATCH CAPITAL RESOURCES CORPORATION

Nadim Wakeam
Director
Telephone: (416) 593-2980

Completion of the Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance, and if applicable, disinterested shareholder approval. The Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure documentation to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Match should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved or disapproved the contents of this press release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

SOURCE: Match Capital Resources Corporation

Match Capital Resources Corporation Providing Supplemental Disclosure to the Management Information Circular and Proxy Statement

Toronto, Ontario–(Newsfile Corp. – October 12, 2018) – Match Capital Resources Corporation (TSXV: MHC.H) (“Match” or the “Company“) announces that it is providing supplemental disclosure to the Company’s Management Information Circular and Proxy Statement dated September 26, 2018 (the “Circular“) in respect of the Annual and Special Meeting of the Shareholders of the Company (the “Meeting“) to be held at 10:00 a.m. (Toronto Time) on October 26, 2018. This release should be read in conjunction with the Circular as a whole. Capitalized terms not otherwise defined herein have the meaning ascribed to such terms in the Circular.
Background to the Transaction
 
The Company entered into an agreement dated as of September 17, 2018 (the “Definitive Agreement“) with Braingrid Corporation (“Briangrid“) to acquire a 100% interest in Braingrid which will constitute a reverse takeover of Match by the shareholders of Braingrid (the “Transaction“). It is expected that the Transaction will be completed by way of a three-cornered amalgamation among Match, a wholly-owned subsidiary of Match and Braingrid.
In connection with the Transaction, Match will hold an annual and special meeting of shareholders on October 26, 2018 (the “Meeting”) to among other things, approve a share consolidation on the basis of one (1) new common share of Match for every eight (8) existing common shares and approve a name change of the Company to “Braingrid Limited” or such other name as may be approved by the directors. On closing of the Transaction, Match will have 1,076,931 post consolidation common shares outstanding, will have no debt and no convertible securities outstanding. Braingrid intends to hold a special meeting of shareholders on October 23, 2018 to approve, among other things, the Transaction.
 
Proposed Debt Conversion
At the Meeting, shareholders will also be asked to approve the conversion of debt held by Mr. Daryl Hodges who is a currently a “related party” of the Company for the purposes of applicable securities legislation. Mr. Hodges currently holds approximately 19.9% of the common shares of the Company. Upon completion of the Transaction Mr. Hodges will beneficially own or have control and direction over 2% of the post-consolidated common shares of the Company.
Mr. Hodges is a “related party” of the Company as that term is defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transaction (“MI61-101“) by virtue of him holding more than 10% of the outstanding common shares of the Company.
For the past four years Mr.  Hodges has been funding the Company by making loans to the Company to pay operating expenses, including legal and audit expenses. The proposed share for debt conversion was originally proposed as part of the Transaction by the principals of Braingrid as a condition of the Transaction. Braingrid required Mr. Hodges to convert his debt for shares for post-consolidated shares of the Company. The terms of the proposed conversion were negotiated by Mr. Hodges and the principals of Braingrid. The Board of Directors of Match was also involved in the negotiations with respect to the consolidation of the Company’s shares and the conversion of Mr. Hodges’ debt.
 
Board of Directors Deliberations
The Board of Match, in accordance with the provisions of MI 61-101, was charged with ensuring that the terms of the Transaction were negotiated in a manner which provided protection to minority shareholders. During the period leading up to the signing of the Definitive Agreement the Board as a whole undertook a comprehensive review of the proposed Transaction. The view of the Board of Directors, in their best business judgment, is that the Transaction is in the best interest of the Company because it builds full shareholder value by acquiring an operating business. The Board reviewed the business and history of Braingrid and relied upon its business judgement with respect to the pricing and the terms of the Transaction, including the proposed Hodges debt conversion, to conclude that the Transaction as proposed was fair to the minority shareholders of the Company,.
In making its determinations the Board also observed that a number of procedural safeguards were present to permit the Board to represent effectively the interest of the Company and the shareholders, other than Mr. Hodges, and the Company’s other stakeholders including, among others:
  1. the valuation and negotiation process with respect to the Transaction was conducted by the Board alone, without the participation of Mr. Hodges except with respect to his debt conversion;
  2. the Transaction was approved by all of the directors of the Company in accordance with MI 61-101;
  3. a majority of the votes cast on the resolution by shareholders who vote at the Meeting, excluding for this purpose the votes attached to the common shares held by Mr. Hodges, is required for approval of the debt conversion resolution as provided by MI 61-101; and
  4. while the approval of the Transaction by a majority of the minority itself does not trigger dissent rights, the ancillary matters being considered by the shareholders provide that any registered shareholders who oppose the ancillary matters may, upon compliance with certain conditions, exercise dissent rights and, if ultimately successful receive the fair value of their common shares. Accordingly dissent rights are available in connection with the Transaction as set forth in the Circular.

Prior Valuations

There have been no prior valuations made of the shares of Match in the prior 24 months before the date of the Circular. Match has been an inactive company for the last five years.

Prior Conversion Offers

Match has been involved with two prior proposed reverse takeover transactions with arm’s length parties that were not completed. One occurred in 2016 and the other occurred in 2017. Both of these transactions were conditional upon Match consolidating its shares and both required Mr. Hodges to convert his shares into post-consolidated shares of Match after the completion of the transaction. In both cases, on successful completion of either transaction, Mr. Hodges would have been left with a very small percentage shareholding in the Company. Similarly, upon completion of the Transaction Mr. Hodges will be a minor shareholder of the Company beneficially owning or having control and direction over approximately 2% of the post-consolidated common shares of the Company.

Votes Excluded

The votes attached to the shares held by Mr. Hodges, being a total of 1,714,473 common shares (representing in the aggregate approximately 19.9% of the issued and outstanding common shares) will be excluded in determining whether minority approval for the proposed related party transaction is obtained.

For further information please contact:

MATCH CAPITAL RESOURCES CORPORATION

Nadim Wakeam
Director
Telephone: (416) 593-2980

Completion of the Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance, and if applicable, disinterested shareholder approval. The Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure documentation to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Match should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved or disapproved the contents of this press release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

SOURCE: Match Capital Resources Corporation

Braingrid Announces Closing of First Tranche of Pre-RTO Private Placement


TORONTOOct. 11, 2018 /CNW/ – Braingrid Corporation (“Braingrid“) is pleased to announce that it has closed the first tranche of its private placement (the “Offering“) of 837,500 units of Braingrid (“Units“) at a price of $0.80 per Unit for aggregate proceeds of $670,000.

Each Unit is comprised of one common share of Braingrid (a “Common Share“) and one Common Share purchase warrant (a “Warrant“).  Each Warrant entitles the holder thereof to acquire one Common Share at a price of $1.00 per share for a period of 24 months from the closing of the Offering.

Braingrid expects to use the net proceeds from the Offering to enhance its proprietary technology, sales and marketing efforts and for general working capital and expenses related to the transaction with Match Capital Resources Corporation that was announced on June 6, 2018 (the “RTO“).  Braingrid has received conditional approval of the RTO and expects to close the RTO by the end of October 2018.

Braingrid paid finders’ fees in an aggregate amount of $42,800, representing 8% of the gross commissionable proceeds of the Offering.  In addition, Braingrid issued (i) an aggregate of 26,750 finders’ warrants (“Finders’ Warrants“), representing an amount equal to 4% of the number of Units sold pursuant to the Offering, and (ii) an aggregate of 26,750 Common Shares representing an amount equal to 4% of the number of Units pursuant to the Offering.  Each Finders’ Warrant entitles the holder thereof to purchase one Common Share at a price of $1.00 per share for a period of 24 months from the closing of the Offering.

An investment in shares of Braingrid pre-RTO is subject to an indefinite hold period. However, upon completion of the RTO, the hold period will no longer be applicable and the shares will then be free-trading.

“We appreciate the continued support of our existing shareholders, many of whom participated in the Offering,” said Michael Kadonoff, CEO of Braingrid. We are also excited to welcome new shareholders to the Braingrid family as we build our business and proceed to the completion of our RTO.”

About Braingrid:

Braingrid (braingrid.io) is a Toronto based global tech company that provides an affordable, versatile and quick-to-install sensor platform for cannabis cultivators. Braingrid captures real-time data needed to increase revenues, reduce costs and risks, and connects cultivators to their grow on a microclimate level.

FORWARD-LOOKING INFORMATION

This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of Braingrid.  Information and statements which are not purely historical fact are forward-looking statements.  Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of Braingrid to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein.  Suchforward-looking statements include statements regarding the anticipated revenue for Braingrid. Although Braingrid believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements.  Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, Braingrid assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

Braingrid’s securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons inthe United States or “U.S. Persons”, as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

SOURCE Braingrid Corporation

For further information: Media Contact: Laura Leslie, laura@braingrid.io

Match Capital Resources Corporation and Braingrid Corporation Announce Definitive Agreement Relating to Reverse Takeover Transaction


Toronto, Ontario–(Newsfile Corp. – October 10, 2018) – Match Capital Resources Corporation (TSXV: MHC.H) (“Match“) is pleased to announce that, further to its June 6, 2018 press release, it has entered into a binding definitive agreement dated as of September 17, 2018 (the “Definitive Agreement“) with Braingrid Corporation (“Braingrid“), to acquire a 100% interest in Braingrid, which will constitute a reverse takeover of Match by the shareholders of Braingrid (the “Transaction“). It is expected that the Transaction will be completed by way of a three-cornered amalgamation among Match, a wholly-owned subsidiary of Match and Braingrid. Match has applied for listing of its common shares on the Canadian Securities Exchange (“CSE“), with such listing to be effective concurrently with the completion of the Transaction and the delisting of the common shares from the TSX Venture Exchange.

In connection with the Transaction, Match will hold an annual and special meeting of shareholders on October 26, 2018 (the “Meeting“) to among other things, approve a share consolidation on the basis of one (1) new common share of Match for every eight (8) existing common shares and approve a name change of the Company to “Braingrid Limited” or such other name as may be approved by the directors. On closing of the Transaction, Match will have 1,076,931 post consolidation common shares outstanding, will have no debt and no convertible securities outstanding. Braingrid intends to hold a special meeting of shareholders on October 23, 2018 to approve, among other things, the Transaction.

Pursuant to the Transaction, the issued and outstanding common shares of Braingrid will be exchanged for common shares of Match on a two (2) post consolidation shares for one (1) share basis and all outstanding convertible securities of Braingrid will be adjusted in accordance with their terms to provide that such securities will become exercisable into common shares of the Resulting Issuer with such adjustments being made on the same 2 to 1 exchange ratio referenced above.

Match has mailed an information and proxy circular, proxy form and related meeting materials (collectively, the “Meeting Materials“) to the shareholders of Match of record on September 7, 2018.

The board of directors of Match unanimously recommends that shareholder vote in favour of all matters to be considered by shareholders at the Meeting. The approval of these items are necessary to the successful completion of the Transaction. Further details on the proposed Transaction, including all matters to be approved at the Meeting, are included in the Meeting Materials and the Definitive Agreement, which may be accessed through the Company’s profile on the SEDAR website (www.sedar.com).

About of Braingrid

Braingrid is a Canadian controlled private corporation based in Toronto, Ontario. It was incorporated federally in Canada in 2012.

Braingrid is a precision agriculture technology company that provides an affordable, versatile, and quick-to-install global sensor platform that captures the critical real-time data needed by licensed cannabis producers to increase revenues, reduce costs and reduce risks.

Braingrid has commercialized a proprietary device called the “Sentroller”. These Sentrollers connect to sensors, which measure environmental conditions such as temperature, humidity and CO2. This data is communicated wirelessly to a Braingrid gateway in the facility, which in turn sends the data via cellular modem to Internet-based servers. This data can then be accessed by customers via online dashboards and reports. In addition, the platform can send email alarms to the customer when out-of-bounds conditions are sensed.

Braingrid has business agreements with Ample Organics Inc., WeedMD Inc., Beleave Kannabis Corp. and R2G Global, LLC to develop and deploy its technology.

For the 12-month period ending January 31, 2018, Braingrid had net sales of approximately $45,872 (audited) and a net loss of approximately $1,386,672 (unaudited). As at April 30, 2018, Braingrid had total assets of approximately $1.8 million (unaudited), including cash of approximately $1.5 million (unaudited) and shareholders’ equity of approximately $1.7 million (unaudited).

The major shareholders of Braingrid are its founder Mr. Michael Kadonoff of Toronto, Ontario, who indirectly owns approximately 27% of Braingrid’s current issued and outstanding common shares, and Mr. Kenneth Kadonoff, of Toronto, Ontario, who indirectly owns approximately 27%, of Braingrid’s current issued and outstanding common shares.

Proposed Directors and Officers of the Resulting Issuer

The following sets out details of the proposed directors and management of the Resulting Issuer:

Michael Kadonoff, Founder, Chief Executive Officer and Director

Prior to founding Braingrid in 2012, Michael Kadonoff worked as a professional hardware designer at General Electric Grid IQ on the premier design team for energy grid automation and control products. Michael is an avid inventor and a passionate energy reform visionary. Michael has a B.Eng from McMaster University and a Technologist Diploma in Electrical and Electronics Engineering from Lakehead University.

Matthew Skynner, President & Chief Operating Officer

Matt Skynner has over 25 years of high tech experience, including leading a global, $1B technology business as Corporate Vice President and General Manager at AMD. Matt spent 17 years in various roles at AMD (previously ATI) including Vice President, Corporate Marketing; Vice President, Product Marketing; and Corporate Vice President and General Manager of the Graphics Business Unit. Matt gained deep experience with sensing, control and automation systems during his 10-year tenure at Honeywell Limited. He has also served on the Board of Directors of the IT Association of Canada. Matt is a Professional Engineer and holds a Bachelor of Science in electrical engineering and an MBA from the University of Manitoba.

Kenneth Kadonoff, Executive Chairman

Ken Kadonoff is a nimble, hands-on leader in business development, problem-solving, legal work and interim management in a variety of industries. Mr. Kadonoff practiced commercial law with top Toronto law firms since 1978, then transitioned to COO for a TSX-listed company, and was Vice-Chairman of the Canadian Franchise Association. He has deep established network relationships, business and legal experience across many industries. Mr. Kadonoff holds a B. Comm. from Concordia University (Mtl.) and B.C.L and LL.B. degrees from McGill University (Mtl.).

Doug Harris, Chief Financial Officer

Doug Harris is a Chartered Accountant and a Chartered Business Valuator with over 20 years of experience in the financial services sector, including accounting, operations, corporate finance, equity research, private equity and mergers and acquisitions. Mr. Harris has a BSc. in Physical Geography from the University of Guelph and a MBA (Accg) from the University of Toronto – Rotman School of Management.

David E. Argudo, Director

David Argudo is the Chief Executive Officer of High Hampton Holdings Corp. Mr. Argudo is currently an elected City Official in California and brings a near decade of political experience and over 25 years of leadership in Cannabis advocacy work in California. Mr. Argudo helped pass the Compassionate Act (known as Prop. 215) in 1996 and has since consulted and developed cannabis policies for states and local municipalities, as well as, pioneered local tax measures for cannabis in California. In addition to over 25 years of technical expertise in Cannabis cultivation, manufacturing, retail and distribution, he brings extensive cannabis experience pertaining to the areas of biopharmaceuticals, cancer research, real estate and mortgage financing and has helped license over 420k sq. ft. of cultivation/ manufacturing building space. Mr. Argudo is a Member of the California Growers Association and a Member of the Humboldt Interdisciplinary Institute for Marijuana Research (HiiMR). Mr. Argudo also brings international consulting experience in countries like Germany, Colombia, and Chile.

Eric R. Klein, Director (Chairman, Audit Committee)

Eric Klein focuses on complex mergers, acquisitions, divestitures, financings as well as joint ventures and business valuations of mid-sized Canadian corporations. With more than 30 years of experience, he focuses on providing results-driven corporate finance services for mid-market Canadian companies. Recently, Mr. Klein was a senior executive with a Canadian public financial institution. Prior to that Mr. Klein was the Founder and Managing Director of the Corporate Finance, Valuations & Transaction practice of Farber Financial Group. Mr. Klein is a graduate of McGill University and holds designations as a Chartered Public Accountant and Chartered Business Valuator.

David A. Posner, Director

David Posner is a consultant to Quinsam Capital Corp. and serves as Chief Executive Officer and President of Nutritional High International Inc. He has been a Director of Nutritional High International Inc. since 2014 and its Chairman since 2016. Mr. Posner is a Director of DigiCrypts Blockchain Solutions Inc., as well a director of The Lineage Grow Company Ltd., Capricorn Business Acquisitions Inc. and Aura Health Corp. He served as a director at The Tinley Beverage Company Inc. until 2017. Mr. Posner holds a Bachelor of Arts degree from York University.

Trading Halt

Match’s common shares are currently halted and Match anticipates they will remain halted until the completion of the Transaction.

MATCH CAPITAL RESOURCES CORPORATION

Nadim Wakeam
Director
Telephone: (416) 593-2980

Completion of the Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance, and if applicable, disinterested shareholder approval. The Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure documentation to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Match should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved or disapproved the contents of this press release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

SOURCE: Match Capital Resources Corporation

Braingrid Corporation announces AI Data Analytics Program with WeedMD and Beleave in combination with Ample Organics

Braingrid Corporation (“Braingrid”), a global provider of affordable, scalable, and easy-to-deploy sensor platforms for precision agriculture is pleased to announce the launch of an AI (artificial intelligence) Data Analytics Program with WeedMD Inc. and Beleave Kannabis Corp., further leveraging Braingrid’s strategic agreement with Ample Organics Inc. (“Ample Organics”)
In 2017, Braingrid and Ample Organics, the most widely adopted enterprise seed-to-sale cannabis platform in Canada, entered into a strategic partnership whereby Braingrid would leverage its data collecting sensor platform to enhance Ample Organic’s customer offering with grow data analytics.
“Early on, Braingrid and Ample Organics recognized an unprecedented opportunity for mutually advantageous success through a strategic partnership,” said John Prentice, CEO of Ample Organics. “We are pleased to see this project underway and even more excited to see the results it yields.”
WeedMD and Beleave, two leading Licensed Producers in Ontario, have agreed to participate in an exclusive and separate data analytics project that will aggregate, cleanse and study their critical cultivation data.
“We are proud to say we are early adopters of the Braingrid solution,” said Keith Merker, CEO of WeedMD. “The long-term, historical data we have been collecting is a great asset to mine for insight into lowering costs and increasing yield.”
By combining the vast experience of Braingrid’s cultivation expert Shlomo Booklin together with the scientific rigour of Braingrid’s new hire and Plant Data Scientist, Vanessa Nielson Ph.D., Braingrid will provide meaningful, predictive insights that are expected to lead to increased yields, energy efficiency and reduced crop risk. This will provide a competitive advantage unlike other analytics tools available to the cannabis market.
“We have been working with Braingrid for several months now and have already seen the benefit of real-time data collection,” said Roger Ferreira, Chief Science Officer and Director at Beleave. “Taking it one step further has the potential to help us optimize our grow unlike ever before.”
Braingrid focuses on collecting data from the sensors that have been identified by growers as the most pertinent factors to a successful production facility such as CO2, Temperature, Humidity, EC, VWC, PAR, pH and power consumption.
“We’re seeing the square footage for cannabis cultivation explode and it’s hard for growers to keep an eye on everything, all the time,” said Michael Kadonoff, Founder and CEO of Braingrid. “Our mission is to give the growers better intelligence to easily protect their bottom line wherever they are in the world.”
About Braingrid:
Braingrid is a Toronto based company that globally provides an affordable, versatile and quick-to-install sensor platform for cannabis cultivators. Braingrid captures real-time data needed to increase revenues, reduce costs and risks, and connects cultivators to their grow on a microclimate level.

 

FORWARD-LOOKING INFORMATION
This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of Braingrid.  Information and statements which are not purely historical fact are forward-looking statements.

Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of Braingrid to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein.  Such forward-looking statements include statements regarding the proposed analytics program and the impact it will have on customers.

Although Braingrid believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. 

Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, Braingrid assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

SOURCE Braingrid Corporation
For further information: Media Contact jessica@braingrid.io

Beleave Kannabis Corp becomes Braingrid’s Newest Customer.

Beleave selects Braingrid to monitor critical grow parameters in their ACMPR licensed production facility in Hamilton, Ontario

 TORONTOJuly 26, 2018 /CNW/ – Braingrid Corporation (“Braingrid”) is pleased to announce the acquisition of Beleave Kannabis Corp.,  as a customer through a recent partner lead marketing campaign.

Beleave Kannabis Corp. is a wholly owned subsidiary of biotech company Beleave Inc. and is a licensed producer under the ACMPR. Beleave has a 14,500-square foot purpose-built facility, located near Hamilton, Ontario, and is expanding cultivation to an 80,000 square-foot hybrid greenhouse.

With increasing competition in the cannabis cultivation space, LP’s understand the importance of optimized, data-driven growing. Braingrid is able to monitor various grow rooms’ critical parameters like humidity, temperature, and CO2. Braingrid is like an ever-present digital scout that alarms and alerts customers to critical changes and risks while keeping compliance history on track. Seamless remote monitoring provides Beleave with a bird’s eye view of the facility, accessed quickly and easily from any smart device or tablet.

“Braingrid came to us at the right time,” said Roger Ferreira, Chief Science Officer and Director at Beleave, “We were looking to upgrade our sensor platform immediately. Braingrid was able to meet our needs, install and begin monitoring our grow right away. Their system is intuitive and easy to use, we are already seeing value!”

Braingrid continues to support and expand Beleave’s existing facility-wide coverage and intends to be an integral part of their continued success in their new expansion facility.

About Braingrid:

Braingrid is a Toronto based company that provides an affordable and versatile sensor solution for cannabis cultivators. Braingrid captures real-time data needed to increase revenues, reduce costs and risks, and connects cultivators to their grow on a microclimate level.

About Beleave:

Beleave is a biotech company whose wholly-owned subsidiary Beleave Kannabis Corp. is licensed to cultivate and sell medical cannabis and produce cannabis oils and extracts pursuant to Health Canada’s Access to Cannabis for Medical Purpose Relations.  Beleave has developed a network of medical cannabis clinics under the Medi-Green banner and has applied for various patents to broaden its strong research-focused foundation.

Match Capital Enters Into Letter of Intent With Braingrid

Toronto, Ontario–(Newsfile Corp. – June 6, 2018) – Match Capital Resources Corporation (TSXV: MHC.H) (“Match“) is pleased to announce that it has entered into a letter of intent dated June 4, 2018 (the “LOI“), with Braingrid Corporation (“Braingrid“), a private precision agriculture company focused on the cannabis sector, to acquire all the issued and outstanding securities of Braingrid (the “Transaction“).

The Transaction is subject to TSX Venture Exchange (“TSXV“) approval and applicable shareholder and regulatory approvals as set forth in more detail below. It is intended that the Transaction will be completed by way of a three-cornered amalgamation of Braingrid, Match and a wholly owned subsidiary of Match (“Match Subco“) to form a new company (“Amalco“), provided however that, by mutual agreement, the parties may revise the structure to comply with all necessary legal and regulatory requirements, to minimize or eliminate any adverse tax consequences or to increase cost-effectiveness. The Transaction is intended to result in a reverse take-over of Match by Braingrid’s shareholders.

Terms of the Agreement

Subject to the satisfaction of the conditions to closing, on or prior to the closing of the Transaction (the “Closing Date“), Match Subco will amalgamate with Braingrid to form Amalco and Match will issue post-consolidated common shares of Match to the shareholders of Braingrid, in consideration for the transfer of their Braingrid common shares to Match, on the basis that each common share held by shareholders of Braingrid will be exchanged for two (2) post-consolidation common shares of Match resulting in Amalco becoming a wholly owned subsidiary of Match. The Transaction will be an arm’s length transaction for Match.

Upon the closing of the Transaction, Match will be renamed Braingrid Limited or such other name as the parties agree to.

Match and Braingrid have agreed to use all commercially reasonable efforts to close the Transaction prior to Sept. 10, 2018. The LOI will terminate in the event the parties fail to enter into a definitive amalgamation agreement on or prior to June 22, 2018, unless a later date is otherwise mutually agreed to by the parties.

Capitalization

As of the date hereof, Match has 8,615,445 common shares issued and outstanding and a maximum of $365,000 of accounts payable, accrued liabilities and amounts due to shareholders, of which approximately $345,000 will be converted into common shares of Match at a post-Transaction value of $0.40 per share, subject to regulatory approval. Under the terms of the LOI, Match will consolidate all of its issued and outstanding securities on a one (1) for eight (8) basis (or such other ratio as may be required by TSXV policies) and convert its outstanding debt into equity at a post-consolidation share price of $0.40 per Match common share, subject to receipt of required regulatory and shareholder approval. Prior to the closing of the Transaction, subsequent to the consolidation and debt conversion, Match will have no more than 2,000,000 post-consolidation shares outstanding on a fully diluted basis, excluding shares and warrants issued in connection with the Financing (as defined below).

Prior to the closing of the Transaction, Braingrid will have no more than 32,000,000 shares outstanding on a fully diluted basis, excluding shares and warrants issued in connection with the Financing.

Assuming $3,000,000 is raised pursuant to the Financing, on a post-Transaction basis Match will have 48,851,357 common shares issued and outstanding on an undiluted basis and 72,497,096 on a fully diluted basis. The existing shareholders of Braingrid will hold approximately 73.24 percent of the issued and outstanding fully diluted consolidated common shares of the resulting issuer; Match shareholders will own approximately 2.68 percent of the issued and outstanding fully diluted consolidated common shares of the resulting issuer; Braingrid’s advisors pursuant to the Transaction, 514 Financial Inc. and Harris Capital Corp., will own approximately 2.56 percent of the issued and outstanding fully diluted consolidated common shares of the resulting issuer; finders will own approximately 0.82 percent of the issued and outstanding fully diluted consolidated common shares of the resulting issuer; and investors in the Financing will own approximately 20.70 percent of the issued and outstanding fully diluted consolidated common shares of the resulting issuer.

Conditions of Closing

The closing of the Transaction is subject to several conditions including, among other things: (i) receipt of all regulatory approvals, including that of the TSXV; (ii) requisite corporate approval of the various transactions contemplated by the Transaction from the directors and shareholders of Match and Braingrid, as applicable; (iii) closing of the Financing, as described below; and (iv) approval by the security holders of Match of the proposed name change, the consolidation of its outstanding shares on a one (1) for eight (8) basis, the shares for debt settlement terms and the share issuances to the shareholders of Braingrid, specifically the deemed price at which such debt will be settled and shares will be issued being $0.40 per share on a post-consolidation basis.

Financing

Prior to the closing of the Transaction, Braingrid is required to have completed a non-brokered private placement to raise gross proceeds of up to $3,000,000 at a price of $0.80 per security (the “Financing”). The Financing will consist of a private placement of Units of Braingrid (a “Unit”), each Unit consisting of one common share of Braingrid (a “Common Share”) and one Common Share purchase warrant (a “Warrant”), each Warrant entitling the holder to purchase one Common Share at a price of $1.00 per share (the “Exercise Price”) for a period of 24 months from the closing date of the Financing. The proceeds of the Financing will be used to fund capital expenditures, mergers & acquisitions, working capital and general corporate purposes.

In connection with the Financing, certain finders, including EMD Financial Inc., will receive a cash commission of eight (8) percent of the gross proceeds of the Financing, warrants entitling the finder to purchase that number of common shares of Braingrid as is equal to four (4) percent of the number of Units of Braingrid issued to purchasers introduced to Braingrid by the finder under the Financing, exercisable at a price of $1.00, for a period of twenty-four (24) months from the Closing of the Financing. The finder will also receive a number of common shares of Braingrid equal to four (4) percent of the number of Units issued to purchasers introduced to Braingrid by the finder under the Financing.

Business of Braingrid

Braingrid is a Canadian-controlled private corporation based in Toronto, Ontario. It was incorporated federally in Canada in 2012.

Braingrid is a precision agriculture technology company that provides an affordable, versatile and quick-to-install global sensor platform that captures the critical real-time data needed by licensed cannabis producers to increase revenues, reduce costs and reduce risks.

Braingrid has commercialized a proprietary device called the “Sentroller,” which in the case of cannabis, is installed in licensed medical cannabis facilities. These Sentrollers connect to sensors, which measure environmental conditions such as temperature, humidity and CO2. This data is communicated wirelessly to a Braingrid gateway in the facility, which in turn sends the data via cellular modem to internet-based servers. This data can then be accessed by customers via online dashboards and reports. In addition, the platform can send email alarms to the customer when out-of-bounds conditions are sensed.

The Company has business agreements with Ample Organics Inc., WeedMD Inc., Beleave Kannabis Corp. and R2G Global LLC to develop and deploy its technology.

For the 12-month period ending March 31, 2018, Braingrid had net sales of approximately $157,000 (unaudited) and a net loss of approximately $667,000 (unaudited). As at March 31, 2018, Braingrid had total assets of approximately $1.8 million (unaudited), including cash of approximately $1.6 million (unaudited) and shareholders’ equity of approximately $1.7 million (unaudited).

The major shareholders of Braingrid are its founder Mr. Michael Kadonoff of Toronto, Ontario, who holds 27 percent indirectly of Braingrid’s current issued and outstanding common shares, and Mr. Kenneth Kadonoff of Toronto, Ontario, who owns 27 percent directly and indirectly of Braingrid’s current issued and outstanding common shares.

The Resulting Issuer

Match and Braingrid have agreed that upon the closing date, the board of directors of the resulting issuer shall consist of five (5) directors to be appointed by Braingrid. Such appointments are subject to the approval of the TSXV. The names and backgrounds of each of these persons will be published in a later press release.

Management of the Resulting Issuer After the Qualifying Transaction

It is expected that management of the Resulting Issuer will be as follows:

Michael Kadonoff, Founder, Chief Executive Officer

Prior to founding Braingrid in 2012, Michael Kadonoff worked as a professional hardware designer at GE Grid IQ on the premier design team for energy grid automation and control products. Michael is an avid inventor and a passionate energy reform visionary. Michael has a B.Eng from McMaster University and a Technologist Diploma in Electrical and Electronics Engineering from Lakehead University.

Matthew Skynner, President & Chief Operating Officer

Matt Skynner has over 25 years of high-tech experience, including leading a global, $1 billion technology business as corporate vice president and general manager at AMD. Matt spent 17 years in various roles at AMD (previously ATI) including vice president, corporate marketing; vice president, product marketing; and corporate vice president and general manager of the graphics business unit. Matt gained deep experience with sensing, control and automation systems during his 10-year tenure at Honeywell Limited. He has also served on the board of directors of the IT Association of Canada. Matt is a professional engineer and holds a Bachelor of Science in electrical engineering and an MBA from the University of Manitoba.

Kenneth Kadonoff, Executive Chairman

Ken Kadonoff is a nimble, hands-on leader in business development, problem-solving, legal work and interim management in a variety of industries. Mr. Kadonoff practiced commercial law with top Toronto law firms since 1978, then transitioned to COO for a TSX-listed company, and was vice-chairman of the Canadian Franchise Association. He has deep established network relationships, business and legal experience across many industries. Mr. Kadonoff holds a B. Comm. from Concordia University (Mtl.) and B.C.L and LL.B. degrees from McGill University (Mtl.).

Doug Harris, Chief Financial Officer

Doug Harris is a chartered accountant and a chartered business valuator with over 20 years of experience in the financial services sector, including accounting, operations, corporate finance, equity research, private equity and mergers and acquisitions. Mr. Harris has a BSc. in Physical Geography from the University of Guelph and an MBA (Accg) from the University of Toronto – Rotman School of Management.

Sponsorship and Valuation

A sponsorship and valuation may be required by the TSXV in connection with the Transaction unless exemptions from the sponsorship and valuation requirements are available. Match intends to apply for an exemption from the sponsorship and valuation requirements. There is no assurance that Match will be able to obtain such an exemption.

Trading Halt

Match’s common shares are currently halted and Match anticipates they will remain halted until the completion of the Transaction.

MATCH CAPITAL RESOURCES CORPORATION

Nadim Wakeam
Director
Telephone: (416) 593-2980

Completion of the Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance, and if applicable, disinterested shareholder approval. The Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure documentation to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Match should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved or disapproved the contents of this press release.

Rent2Grow and Braingrid Announce Strategic Alliance Agreement

TORONTO, May 25, 2018 (Newswire.com) – Braingrid Corporation (“Braingrid”) is pleased to announce it has entered into a Strategic Alliance Agreement with R2G Global LLC (“Rent2Grow”), a global company that empowers urban cultivators with a state-of-the-art turnkey pod solution that helps eliminate the danger and guesswork associated with cultivating cannabis at home, including rental apartments and condominiums.

The strategic three-year agreement enables Braingrid to exclusively provide its sensing and control capabilities for the Rent2Grow pod worldwide. Rent2Grow intends to meet the needs of one percent of the cannabis consumer market by offering what they call “Empowered DIY (do-it-yourself) Cannabis Solutions.” Braingrid is leveraging their experience gained with large commercial cannabis growers to support Rent2Grow’s community grow model.

“We are excited about our partnership with Braingrid,” said Richard Lamb, chairman of Rent2Grow. “The R2G pods, coupled with Braingrid’s technology, empower cultivators to grow, harvest and store their produce on-site, or remotely, via the secure app. Consumers can choose a turnkey autopilot approach or control the process on a more intimate level. Our partnership with Braingrid will provide our customers with the flexibility to have granular-level control if they want it!”

Rent2Grow plans to launch a minimum of 15,000 pods by 2021 and expects demand to increase that number to as much as double. If that level is achieved, revenue potential in the third year for Braingrid exceeds CAD$10M together with service fees exceeding CAD$300K/month. Braingrid will also earn an equity interest in R2G Global LLC and its affiliate Rent2Grow Canada Inc.

“Lighting, temperature and humidity levels are critical to growing,” said Matt Skynner, president and COO of Braingrid. “That’s why Rent2Grow and Braingrid’s combined offering is so important. Braingrid’s Sentroller will monitor and control critical parameters to guarantee the crops are never at risk.”

Rent2Grow and Braingrid will be exhibiting their product at the Lift & Co. Cannabis Expo in Toronto May 25-27 where growers will be able to see the “Powered by Braingrid” Rent2Grow pod.

“We are proud to have a strong Canadian cannabis partner in Braingrid as we lead the curve ahead of legalization and look forward to the opportunity of providing this solution in designated facilities, in the near future,” said Dean McCall, president of Rent2Grow Canada.

Media Contact:

Laura Leslie
laura@braingrid.io

About Braingrid:

Braingrid (braingrid.io) is a Toronto-based global tech company that provides an affordable, versatile and quick-to-install sensor platform for cannabis cultivators. Braingrid captures real-time data needed to increase revenues, reduce costs and risks, and connects cultivators to their grow on a microclimate level.

About R2G Global:

Founded in 2014, R2G Global LLC (Rent2Grow.com) provides a safe urban alternative to at-home-growing for communities across North America. Our state-of-the-art cultivation facilities provide a secure and innovative environment for home growers to rent a grow space in municipalities and counties that support personal cultivation to grow their own medicinal or recreational cannabis away from their homes and residences. R2G solves many issues facing the home grower including limited space or resources, up-front costs, security, and lack of experience and expertise. R2G also successfully addresses concerns commonly heard by local police, landlords and municipalities. R2G offers solutions for responsible personal cannabis cultivation.

For more information, please visit www.rent2grow.com.

FORWARD-LOOKING INFORMATION

This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects and other plans, intentions, expectations, estimates and beliefs of Braingrid and Rent2Grow. Information and statements which are not purely historical fact are forward-looking statements. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties and other factors which may cause actual events, results, performance or achievements of Braingrid to be materially different from future events, results, performance and achievements expressed or implied by forward-looking information and statements herein. Such forward-looking statements include statements regarding the expected growth of Rent2Grow’s pods and the anticipated revenue for Braingrid. Although Braingrid believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, Braingrid assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

Douglas Harris is Braingrid’s new Chief Financial Officer

 Braingrid Corporation (“Braingrid”) is pleased to announce that it has appointed Mr. Douglas Harris, MBA, CPA, CA, as its Chief Financial Officer (“CFO”).

Mr. Harris holds an MBA from the Rotman School of Management – University of Toronto, a BSc from the University of Guelph and the CPA, CA and CBV designations. Prior to joining Braingrid, Mr. Harris enjoyed a rich and varied career amassing over 25 years’ experience in corporate finance, private equity investing, business valuation and financial operations both as an executive and a board member.

Mr. Michael Kadonoff, CEO of Braingrid remarked, “The Braingrid executive team and Board of Directors are excited to welcome Mr. Harris, a highly accomplished financial executive to our company. Mr. Harris’ financial acumen, M&A expertise and significant capital markets experience are precisely what the company needs to help guide us through our public listing and grow the company.”

“I am delighted to be stepping into this role at such an exciting time for Braingrid,” said Mr. Harris. “The company is poised to take advantage of many significant opportunities in the rapidly growing cannabis sector. In addition, I look forward to working with the team to actively pursue M&A opportunities and integrating complementary acquisitions into Braingrid.”

About Braingrid:

Braingrid is a Toronto based company that provides an affordable, versatile and quick-to-install sensor platform for cannabis cultivators. Braingrid captures real-time data needed to increase revenues, reduce costs and risks, and connects cultivators to their grow on a microclimate level.

FORWARD-LOOKING INFORMATION

This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of Braingrid.  Information and statements which are not purely historical fact are forward-looking statements.  Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of Braingrid to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein.  Such forward looking statements include statements regarding a potential public listing and completion of potential M&A activities. Although Braingrid believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements.  Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, Braingrid assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

Braingrid raises over $2.5M to drive its growth in Cannabis tech

TORONTOFeb. 21, 2018 /CNW/ – Braingrid Corporation (the “Company” or “Braingrid“) is pleased to announce that the Company has closed a non-brokered private placement financing of 6,568,000 units (“Units”) of the Company at a price of $0.40 per Unit, for aggregate gross proceeds of $2,587,200 (the “Offering“).  Each Unit consists of one (1) common share in the capital of the Company (a “Common Share”) and one-half (1/2) of one Common Share purchase warrant (a “Warrant”).  Each full Warrant will be exercisable to purchase one Common Share at a price of $0.80 for eighteen (18) months after the Issuer (or a successor issuer) becomes a “reporting issuer” in one or more Canadian jurisdictions and the listing of the Common Shares (or shares into which the Common Shares may be exchanged) on a recognized North American stock exchange.  EMD Financial Inc. acted as finder on behalf of a syndicate of finders. The investor group in the Offering includes a number of venture capital funds including Quinsam Capital Corporation.

Braingrid intends to use the net proceeds from the Offering for general corporate purposes, such as continuing expansion of its R&D department as well as furthering the execution of its long-term roadmap. Braingrid also intends to fund marketing expenditures related to lead generation and customer acquisition. The Company intends to seek a public listing on the Canadian Securities Exchange in the next 90 days.

“We are dedicated to fostering innovation in the burgeoning Cannabis industry,” said Roger Dent, CEO at Quinsam. “Braingrid is aptly positioned to fill the ever-growing need for cultivation technology that assists growers in optimizing their cannabis grow. We are excited to see what is next for them.”Braingrid completed its first Cannabis related venture in 2016 and since then has solidified itself as a force to be reckoned with in the rapidly expanding industry.  With this private placement, Braingrid expects to further its capabilities and continue leveraging its partnerships, like with Ample Organics, as well as forging new relationships to expand its product breadth.

“We are very pleased to close this round of funding which will allow us to continue toward our goal of enabling customers on a global level,” said Michael Kadonoff, CEO at Braingrid. “Our team is excited and ready to enter our next phase of growth.”

About Braingrid:
Braingrid provides an affordable, versatile and quick-to-install sensor platform that captures the critical real-time data needed by cannabis growers to increase revenues, reduce costs and reduce risks.

About Quinsam:
Quinsam is a merchant bank based in Canada that is focusing on cannabis-related investments. Its merchant banking business may encompass a range of activities including acquisitions, advisory services, lending activities and portfolio investments. Quinsam invests its capital for its own account in assets, companies or projects which it believes are undervalued and where it sees a viable plan for unlocking such value. Quinsam does not invest on behalf of any third party and it does not offer investment advice.

About Ample:
Ample Organics is the most widely adopted seed-to-sale software solution among Canada’s licensed medical marijuana producers, designed specifically for compliance with Health Canada’s Access to Cannabis for Medical Purposes Regulations, or ACMPR.

Disclaimer for Forward-Looking Statements
All statements, other than statements of historical fact, included herein are forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “likely” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking statements in this news release include statements regarding the expected use of proceeds from the Offering, the proposed listing on the Canadian Securities Exchange and the development of the Company’s business. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements, including, without limitation, adverse market conditions, uncertainties relating to the availability and costs of financing needed in the future, currency fluctuations, competition, loss of key employees and other related risks and uncertainties. The Corporation does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.

For further information: Media Contacts: Laura Leslie, Head of Marketing, laura@braingrid.io, 647-523-0332