Calgary, Alberta (FSCwire) - CANADABIS CAPITAL INC. (TSXV - CANB.P) (the “Corporation”), a capital pool company, is pleased to announce that it has signed a letter of intent dated July 19, 2018, (the "LOI") with 1926360 Alberta Ltd., dba Stigma Pharmaceuticals, a private Alberta company specializing in the growth and marketing of medical cannabis and cannabis products ("Stigma").  The LOI outlines the general terms and conditions pursuant to which the Corporation and Stigma would be willing to complete a transaction that will result in a reverse take-over of the Corporation by the security holders of Stigma and is intended to constitute the “qualifying transaction” of the Corporation under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the "TSXV"). The Corporation expects to be classified as a Life Sciences issuer upon completion of the transaction.

The transaction is expected to result in the security holders of Stigma exchanging all securities of Stigma, consisting of 88,560,000 common shares (following completion of the Financing, as defined below), for 88,560,000 shares of the Corporation, at a deemed price of $0.27 per share for a total deemed consideration of $23,911,200.  The transaction will be structured by way of a plan of arrangement, amalgamation, merger, takeover bid, reorganization or other similar form of transaction, as determined following a review of all relevant legal, regulatory and tax matters (the "Transaction"). The LOI contemplates the Corporation and Stigma entering into a definitive agreement (the "Definitive Agreement") prior to August 15, 2018 (or such other date as may be agreed to by the parties).  The LOI may be terminated by either party in certain circumstances, including if the Definitive Agreement is not executed prior to August 15, 2018.  The Transaction is subject to requisite regulatory approvals, including the approval of the TSXV, and standard closing conditions, including the approval of the directors of each of the Corporation and Stigma of the Definitive Agreement and completion of due diligence investigations to the satisfaction of each of the Corporation and Stigma, as well as the conditions described below. The legal structure for the Transaction will be confirmed after the parties have considered all applicable tax, securities law and accounting efficiencies.

The Corporation is incorporated under the provisions of the Business Corporations Act (Alberta) with its registered and head office in Calgary, Alberta and is a "reporting issuer" in the provinces of British Columbia, Alberta and Ontario.

The Transaction is not a Non-Arm's Length Qualifying Transaction within the meaning of the policies of the TSXV. Trading in the shares of the Corporation on the TSXV has been halted and will remain halted pending receipt by the TSXV of applicable documentation.

Terms of the LOI and Conditions to the Transaction

The LOI provides that completion of the Transaction is subject to a number of conditions including:

• A concurrent private placement to raise a minimum Cdn$4million in additional funds by the issuance of common shares of Stigma (the “Financing”) at an effective price of $0.50 per share.  The proceeds of the Financing will be used by the Resulting Issuer for improvements to the Facility (as defined below), the purchase of equipment, and general and administrative expenses.  The Financing will be offered to persons who qualify as “accredited investors” or who similarly qualify in the jurisdiction in which they reside to purchase subscription receipts on a prospectus-exempt basis.

• The approval of the Transaction by the board of directors of CanadaBis;

• The lease of the Stigma cultivation facility located in Red Deer, Alberta (the “Facility”, as further defined below) being in good standing.

• Stigma or its subsidiaries, entering into a purchase agreement with the lessor of the Facility for the purchase of the Facility on terms satisfactory to CanadaBis.

• The Corporation will have obtained all necessary approvals, consents and acceptances, including all necessary approvals from the applicable securities regulatory authorities.

• The parties will prepare a filing statement or information circular in accordance with the rules of the TSXV, outlining the terms of the Transaction.

• Stigma will obtain the requisite securityholder approvals, as applicable, for the Transaction.

• All requisite regulatory approvals relating to the Transaction, including, without limitation, meeting the minimum listing requirements of the TSXV and obtaining TSXV approval.

It is a further term of the LOI that upon completion of the Transaction the resulting issuer's board will be comprised of directors that will be nominated by Stigma and CanadaBis jointly.

About Stigma

Stigma is a medical marijuana cultivation and processing company located in Red Deer, Alberta.  Stigma currently owns all of the issued and outstanding shares of 1998643 Alberta Ltd., which is the lessor of a commercial "craft cannabis" grow facility that is awaiting its certificate of readiness from Health Canada, located at 255 Clearview Drive, Red Deer, Alberta (the “Facility”). Stigma Pharmaceuticals has successfully completed the security clearance stage, and is currently constructing a 66,000 sq/ft facility in Red Deer, with planned expansion room and capabilities of up to 16,000 kgs to meet demands of recreational and medicinal cannabis consumption needs. With more than two years of research and development to determine optimal cannabinoid profiles and yield for use in our upcoming facility, as well as perfected extraction techniques of cannabis-based oils using the latest technology, Stigma looks to offer a more catered experience, setting it apart from other commercial producers.

After production, all cannabis will be sold to AGLC as dictated by the Alberta government, then repurchased from AGLC to be sold in Stigma’s planned retail stores.  Having submitted an application March 6th for retail sales, Stigma proudly sits at the top of the list, having passed initial review, and is actively proceeding through its final due diligence stages.  Once processed, Stigma Pharmaceuticals will become one of the few vertically integrated companies in this market space.

Further information relating to Stigma, including financial information, will be included in a subsequent press release in connection with the Transaction.

Sponsorship

Sponsorship may be required by the TSXV unless exempt in accordance with TSXV policies. The Corporation is currently reviewing the requirements for sponsorship and intends to apply for a waiver from the sponsorship requirements. There is no assurance that a waiver from this requirement will be obtained.  The Corporation intends to include any additional information regarding sponsorship in a subsequent press release.

All information contained in this news release with respect to the Corporation and Stigma was supplied by the parties, respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further information regarding the Transaction, please contact:

Gregory Smith

Tel:  (587) 356-5625

Email: [email protected]

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder and regulatory approval is 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 management information circular or filing statement 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 the Corporation should be considered highly speculative.

This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Financing; future developments and the business and operations of the "Resulting Issuer" after the proposed Transaction.  Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and delay or failure to receive board, shareholder or regulatory approvals.  There can be no assurance that the Transaction will proceed and that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.  The Corporation and Stigma disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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