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Cultivar Holdings Inc. Announces Closing of the Transaction

TORONTO , Sept. 24, 2019 /CNW/ - Cultivar Holdings Inc. (formerly Admiral Bay Resources Inc.) ("CHI" or the "Company"), is pleased to announce that it has closed its previously announced transaction (the "Transaction") with Cultivar Holdings Ltd. ("Cultivar"). The Transaction consisted of the acquisition by the Company of all of the issued and outstanding securities in the capital of Cultivar by way of a three-cornered amalgamation, pursuant to which a wholly-owned subsidiary of the Company amalgamated with Cultivar.

Pursuant to the Transaction, each Cultivar shareholder received one (1) common share in the capital of the Company for each Cultivar common share held, resulting in the issuance of an aggregate of 97,439,900 common shares of the Company to shareholders of Cultivar. As part of the Transaction, warrants of Cultivar were replaced with common share purchase warrants of the Company.

Following the completion of the Transaction (on a post-acquisition basis), the Company has a total of 103,954,149 common shares outstanding, as well as common share purchase warrants exercisable to purchase up to 1,648,000 common shares at an exercise price of $0.50 per share.

The Company also changed its name from "Admiral Bay Resources Inc." to "Cultivar Holdings Inc." and will continue the business of Cultivar as an early stage cannabis company. To date, Cultivar has obtained conditional licenses to grow, transport and cultivate high quality cannabis in Jamaica . As well, Cultivar is developing cosmetic and edible cannabis products and has developed proprietary technology ("PredictMedix") to assess cannabis and alcohol impairment.

Tetrahydrocannabinol (THC) is the psychoactive component in cannabis responsible for impairment. However, detection of THC levels does not identify impairment since THC levels do not correlate with impairment. PredictMedix is a novel artificial intelligence powered technology which uses facial and voice recognition to identify both cannabis and alcohol impairment.

Applications for detecting impairment can range from roadside impairment tests to workplace safety. PredictMedix has also initiated a clinical trial with over 3,000 participants, which will help solidify its technology and expedite efforts towards launching the technology for workplace and law enforcement. Patents are currently pending in order to protect its rights.

As a result of the Transaction's closing, the directors and executive officers of the Company are now:

 Sheldon Kales


 Director and Chief Executive Officer




 Dr. Rahul Kushwah


 Director and Chief Operating Officer




 Rakesh Malhotra


 Chief Financial Officer




 Tom Sipos


 Director




 Ajit Kumar


 Director

 

The Company intends to apply for a listing of its common shares on the Canadian Securities Exchange.

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the listing of the Company's common shares on the Canadian Securities Exchange  and required approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

SOURCE Admiral Bay Resources Inc.


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