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October 2018


Benchmark Botanics Announces Definitive Agreement for Joint Venture


Vancouver, British Columbia–(Newsfile Corp. – October 1, 2018) – Benchmark Botanics, Inc. (CSE: BBT) (FSE: BBW) (“Benchmark” or the “Company“) is pleased to announce that, further to its press release dated April 10, 2018, it has entered into a definitive agreement (the “Agreement“) to supersede the letter agreement with 1139000 B.C. Ltd. (“1139“) for the development of approximately 4 acres of greenhouse operations to be located in Pitt Meadows, British Columbia (the “Property“) beneficially owned by 1139.

Under the terms of the Agreement, Benchmark has agreed, through its wholly-owned subsidiary, Potanicals Green Growers Inc. (“Potanicals“), to apply for a license under the Access to Cannabis for Medical Purposes Regulations (“ACMPR“) 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 (ACMPR) 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.


/s/ “Ping (Johnson) Zhang”
Ping (Johnson) Zhang
Chief Executive Officer

For Further Information

Investor Relations
Benchmark Botanics, Inc.
Tel: 604-238-0005

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this release.

Forward-Looking Statements

This news release contains forward-looking statements pertaining to various risks and uncertainties regarding future events. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. This news release includes forward-looking statements with respect to the business and future objectives of the Company, including the generation of revenue and sales of cannabis, the development of the Property, the receipt of a license under the ACMPR for the Property, and Benchmark earning an ownership interest in 1139. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information, including risks related to: (i) the facility and Potanicals’ operations; (ii) adverse market conditions; (iii) the ability of the Company to complete financings in the future; (iv) dependence on suppliers and skilled labour; (v) government regulation and compliance with the ACMPR and the Cannabis Act; (vi) managing and maintaining growth; and (vii) unfavourable publicity or consumer perception litigation; Actual results could differ materially from those currently anticipated due to a number of factors and risks including the risk factors discussed in this news release and in the Company’s disclosure documents, which can be found under the Company’s profile on and on the CSE website. These statements speak only as of the date of this news release. Except as required by law, the Company does not intend to update these forward-looking statements.