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Message: North Bud Farms Arranges Private Placement Financing and Provides Corporate Update

- Insiders of NORTHBUD have Committed $1 Million as Lead Order

TORONTO, May 15, 2019 -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") announces a non-brokered private placement of up to 13,333,333 units, at a price of $0.30 per unit, for gross proceeds of up to $4 million. Each unit will be comprised of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire an additional share at a price of $0.40 for a period of 24 months from the date of closing of the offering. Insiders of the Company have demonstrated their commitment to the continued success of the Company by committing to a lead investment of $1 million in the proposed offering. The Company plans to use the net proceeds of the offering to hire additional staff for its Canadian operations, pursue M&A opportunities in the United States, including new state license applications, and for general working capital purposes.

“These funds will be essential to fund ongoing acquisition efforts in the United States and prepare our Canadian production facility for operations,” said Ryan Brown, CEO of North Bud Farms.

The offering is expected to be completed on or before May 31, 2019, subject to the receipt of all necessary regulatory approvals. All securities issued pursuant to the offering will be subject to a four-month hold period in accordance with applicable Canadian securities laws.

As mentioned, certain directors, officers and other insiders have committed to participate in the offering. Accordingly, any such participation would be considered a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation requirements and majority of the minority shareholder approval requirements of MI 61-101 contained in Section 5.5(a) and Section 5.7(1)(a) in respect of any such related party transaction on the basis that the fair market value of the transaction does not exceed more than 25% of the Company’s market capitalization. The Company expects to file a material change report in respect of any related party transaction on SEDAR prior to the closing of the offering, the whole as required by MI 61-101.

Eureka Vapor LLC Update

The Company is pleased to update shareholders on the status of its planned strategic acquisition of multi-state licensed operator, Eureka Vapor (“Eureka”), as the companies continue to work towards completing a definitive agreement. Based on projected timelines for the completion of the audit of Eureka’s financial statements, the companies expect to sign a definitive agreement in the third quarter of the 2019 calendar year.

“We are excited to be joining forces with NORTHBUD to drive strong long-term revenue growth in both Canada and the United States,” said Justin Braune, CEO of Eureka Vapor. “The Eureka team continues to evaluate synergistic acquisitions in multiple U.S. states to expand both the Eureka Vapor and NORTHBUD brands post-closing of our transaction.”

Corporate Update

The Company is in the final stages of preparation for submission of the required evidence package to Health Canada for its cannabis production facility located in Low, Quebec. Consultants have scheduled the evidence package for the end of June and it will be submitted to Health Canada upon its completion.

“We are very excited to be nearing completion of this project,” said Ryan Brown, CEO of North Bud Farms. “We are equally encouraged by recent changes in the application process that will allocate more resources to companies who are operationally ready. The Company will provide an update post submission of the evidence package.”

About North Bud Farms Inc.

North Bud Farms Inc., through its wholly owned subsidiary GrowPros MMP Inc., is pursuing a licence under The Cannabis Act. North Bud Farms Inc. is constructing a state-of-the-art purpose-built cannabis production facility located on 95 acres of Agricultural Land in Low, Quebec. North Bud Farms Inc. will be focused on Pharmaceutical and Food Grade cannabinoid production in preparation for the legalization of edibles and ingestible products scheduled for October 2019.

For more information visit: www.northbud.com

Neither the Canadian Securities Exchange (the “CSE”) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking statements

Certain statements and information included in this press release that, to the extent they are not historical fact, constitute forward-looking information or statements (collectively, “forward-looking statements”) within the meaning of applicable securities legislation. Forward-looking statements, including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the risk factors included in the Company’s final long form prospectus dated August 21, 2018, which is available under the Company’s SEDAR profile at www.sedar.com. Accordingly, readers should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company's management to predict all of such factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company does not undertake any obligation to update any forward-looking statements to reflect information, events, results, circumstances or otherwise after the date hereof or to reflect the occurrence of unanticipated events, except as required by law including securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company.

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
North Bud Farms Inc.
Edward Miller
VP, IR & Communications
Office: (855) 628-3420 ext. 3
[email protected]

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