Sproutly Canada Inc. Announces Completion of Reverse Takeover Transaction and Conditional Approval to Commence Trading on July 9, 2018

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

VANCOUVER, British Columbia--()--Sproutly Canada, Inc. (formerly Stone Ridge Exploration Corp.) (“Sproutly Canada" or the “Company”) is pleased to announce that it has closed the previously announced proposed plan of arrangement under the Canada Business Corporations Act (the “Arrangement”) pursuant to which, among other things, Sproutly, Inc. ("Sproutly") completed a reverse takeover of Stone Ridge Exploration Corp. (“Stone Ridge”).

Immediately prior to the completion of the Arrangement, Stone Ridge completed a consolidation of its issued and outstanding common shares on the basis of one post-consolidation share for every two pre-consolidation shares. Pursuant to the Arrangement, among other things, shareholders of Sproutly received approximately two (2) post-Consolidation common shares of Stone Ridge in exchange for each common share of Sproutly held by such shareholder immediately prior to the effective time of the Arrangement. As a result of the Arrangement, former shareholders of Sproutly hold approximately 84% of the issued and outstanding common shares of the Company (the “Sproutly Shares”) immediately after completion of the Arrangement. The Company will continue the business of Sproutly as described below.

Prior to the completion of the Arrangement, the Canadian Securities Exchange (the "CSE") conditionally approved the listing of the Sproutly Shares. Listing of the Sproutly Shares is subject to, among other things, satisfaction of the customary listing conditions of the CSE. Subject to satisfaction of these and other conditions, the Sproutly Shares are expected to begin trading on the CSE on July 9, 2018 under the trading symbol "SPR".

"Sproutly Canada’s public listing on the CSE is a major milestone in the development of our business and provides investors with a unique public vehicle to participate in the Canadian legal cannabis market with a company focused on becoming a vertically integrated cannabis consumer products company, bringing together best-in-class cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry,” said Keith Dolo, Chief Executive Officer, Sproutly Canada.

Upon closing of the Arrangement, the Board of Directors of Sproutly Canada is comprised of Keith Dolo, Aman Bains, Gregg Orr, and Justin Kates. Keith Dolo has been appointed as Chief Executive Officer of Sproutly Canada, together with Craig Loverock (Chief Financial Officer) and Karin Studer (Chief Operating Officer).

A listing statement describing Sproutly Canada, prepared in accordance with the policies of the CSE, will be made available on the CSE’s website and on SEDAR at www.sedar.com. The information regarding Sproutly Canada and the Arrangement in this press release is qualified in its entirety by reference to the more detailed disclosure included in the listing statement.

Stock Option Grant

Upon closing of the Arrangement, Sproutly Canada granted an aggregate of 3,100,000 stock options (the “Options”) to purchase Sproutly Shares to certain incoming directors, officers, employees and consultants of the Company in accordance with the Company’s stock option plan. The Options will vest in equal installments every six (6) months, commencing six (6) months from the issue date and will be exercisable into Sproutly Shares until July 6, 2028.

There are currently a total of 123,060,267 Sproutly Shares issued and outstanding and options and warrants exercisable to purchase up to an additional 25,114,626 Sproutly Shares, in aggregate.

Finder’s Fee

In connection with assisting Stone Ridge in the identification, negotiation and implementation of a transaction that would result in a reverse takeover transaction of Stone Ridge, 3,853,687 Sproutly Shares (the “Finder Shares”) were issued to an arm’s length party as a finder’s fee upon closing of the Arrangement. The issuance of the Finder Shares does not result in the creation of a new “Related Person” (as such term is defined in the CSE Policies).

Financial Advisors

Novus Merchant Partners Inc. acted as the exclusive financial advisor to Sproutly.

About Sproutly Canada, Inc.

Sproutly Canada is continuing on the business of Sproutly. Sproutly is an ACMPR Licensed Producer of cannabis that strives to meet the evolving needs of cannabis consumers across Canada. Its mission is to become a vertically integrated cannabis consumer products company, bringing together best-in-class cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry. Sproutly currently owns and operates a 16,600 sq. ft. production facility located centrally in the GTA utilizing state-of-the-art production technology and methods designed to pharma-grade standards. Sproutly’s strategy is focused on developing and deploying novel technologies to formulate and market unique cannabis products in a rapidly evolving consumer market.

For more information on Sproutly please visit www.sproutly.ca.

Contacts

Sproutly Canada, Inc.
Keith Dolo, 778-945-6860
Chief Executive Officer of Sproutly Canada
keith.dolo@sproutly.ca

Contacts

Sproutly Canada, Inc.
Keith Dolo, 778-945-6860
Chief Executive Officer of Sproutly Canada
keith.dolo@sproutly.ca