Valens Secures Exclusive Rights For IP & Beverage Brands With Tarukino Holdings Inc.

KELOWNA, BC, Oct. 1, 2018 /PRNewswire/ - Valens GroWorks Corp. (CSE: VGW) (the "Company" or "Valens"), a multi-licensed, vertically integrated provider of cannabis products and services utilizing proprietary extraction processes is pleased to announce that it has signed a two-part, multi-year agreement with Tarukino Holdings, Inc. ("Tarukino"). The agreement allows Valens to further expand on its product and service offerings to compliment the extraction market while also securing a strong foothold in the developing Canadian cannabis-infused beverage, edible and topical categories.

Canadian Rights to Leading Proprietary Emulsion Technology SōRSE™

Under the agreement, Tarukino grants Valens the exclusive Canadian rights to the production and distribution of its proprietary emulsion technology that transforms cannabis oil and oil-based terpenes into water-soluble forms for use in beverages, edibles, topicals and other consumer products. This technology, better known in the industry as SōRSE™, allows cannabis infused products to maintain potency when heated, chilled or frozen, and removes all cannabis taste and smell, enabling Valens to develop their own innovative self branded products while making SōRSE™ directly available to the Canadian market.

"One of the many key benefits of utilizing "SōRSE™ technology in edibles and infused beverages includes being able to dramatically decrease the time for onset and how long it lasts after consumption. This will improve the experience for our consumers and ultimately paves the path for how we believe cannabis will be consumed in the future" said Tyler Robson, CEO, Valens GroWorks.

Canadian Rights to Top Performing Cannabis-Infused Beverage Brands

This multi-year agreement also provides Valens with the exclusive rights to produce, sell and distribute, in Canada, when and where permitted, Tarukino branded products including Happy Apple™, a cannabis-infused sparkling cider, recognized as the number one selling cannabis beverage in Washington state, and Pearl₂0™, a cannabis infused food and beverage mixer, the first and currently only product of its kind on the market, which is easily incorporated into a wide variety of edible and topical products, revolutionizing the practical application of medical cannabis and medical product development.

In exchange for these exclusive Canadian rights, the Company has agreed to grant Tarukino 4,300,000 shares of the Company on signing the agreement, 1,000,000 warrants that vest based on certain future milestones and a decreasing royalty on revenue related to the associated products and technologies over the term of the agreement.  The warrants are exercisable at prices ranging from $3.50 to $4.00 per share for a five year term from the date of issuance.

"Tarukino has been able to develop and successfully demonstrate through scalable commercial application one of the only proven water-soluble cannabis products in the industry, with a confirmed consumer market uptake through its highly successful brands including Happy Apple™ and Pearl₂0™", said Tyler Robson, CEO, Valens GroWorks.  "In addition to holding the exclusive rights for Tarukino's beverage brands in the Canadian market, this partnership gives Valens access to the proprietary technology of SōRSE™, which will enable Valens to expand on its offerings across numerous sectors of the cannabis space, particularly edibles and beverages which the Company believes will be one of the next categories addressed by Health Canada in relation to the legalization of recreational cannabis in the Canadian market. Tarukino's team consists of some of the world's top scientists, and we are pleased to have access to their knowledge and expertise over the coming years."

"Our team at Tarukino is made up of innovators who thrive on the science of the cannabis plant. When given the opportunity to work with Valens, a team who shares the same passion and knowledge-base for cannabis extraction techniques and applications, we were thrilled," said Howard Lee, CEO of Tarukino Holdings, Inc. "SōRSE™ is the first and leading technology that produces, near perfect doses, entirely taste and odor free cannabis emulsions for infusion of medical and recreational products, and we are pleased to offer this technology, and our brands, to the Canadian market through our partnership with Valens."

Valens and Tarukino will work closely together over the coming months to manufacture SōRSE™ from Valens' Canadian-based operations, which we target to be available for commercial use in 2019, subject to Health Canada permitting the sale of cannabis infused edibles and beverages.

About Tarukino

Tarukino Holdings Inc is a research and development company that licenses its technology and brands to world leading Cannabis producers and processors.  The proprietary oil emulsion technology transforms cannabis oils and oil based terpenes into water-soluble forms, including beverages, edibles, tinctures and topical based products.  Branded as SōRSE™, Tarukino's technology is available from 3^rd Party processors in liquid and soon to be powder form.  SōRSE™ can also be used for Hemp derived CBD products. Tarukino has more than 40 licensed branded products using SōRSE and selling in multiple states in the USA.  For more information visit this website http://sorselab.com/

About Valens GroWorks

Valens GroWorks Corp. is a vertically integrated provider of Canadian cannabis products developed from our proprietary extraction techniques, with three wholly-owned subsidiaries located in and around Kelowna, BC. Subsidiary Valens Agritech has initiated cannabis production, processing and sales under a Health Canada Dealer's Licence, which includes a supply agreement with Canopy Growth Corporation under their extensive CraftGrow distribution network. Subsidiary Supra THC Services is a Health Canada licensed ISO 17025 accredited cannabis testing lab providing sector-leading analytical services and has partnered with Thermo Fisher Scientific to develop a Centre of Excellence in Plant Based Medicine Analytics. Subsidiary Valens Farms is in the process of becoming a purpose-built facility in compliance with European Union (EU) Good Manufacturing Practices (GMP) standards, ensuring the product from this facility can be exported anywhere in the world where Cannabis is nationally legal for medical or adult usage purposes. For more information, please visit http://valensgroworks.com, http://www.valensagritech.com and http://www.suprathc.ca.

Notice regarding Forward Looking Statements

This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "anticipates", "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed", "positioned" and other similar words, or statements that certain events or conditions "may" or "will" occur, and include statements relating to the future sale of cannabis infused edibles and beverages in Canada. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release, including the assumption that the regulations under the Cannabis Act will be amended to permit the sale of Cannabis infused edibles and beverages in Canada. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements, including the risk that Health Canada will delay or not permit the sale of cannabis infused edibles or beverages. The Corporation is under no obligation, and expressly disclaims 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 expressly required by applicable law.

The CSE or other regulatory authority has not reviewed, approved or disapproved the contents of this press release. We seek Safe Harbour.

SOURCE Valens GroWorks Corp.