Gaia completes acquisition of retail cannabis stores in British Columbia from Blackhawk

VANCOUVER: Gaia Grow Corp. has completed the purchase of three pre-license retail cannabis stores in British Columbia from and Blackhawk Growth Corp.

Through the Transaction, Gaia has acquired all of the issued and outstanding share capital of 1202465 B.C. Ltd. (Nelson Store) and Patriot Cannabis Brands Inc. (Powell River Stores) from Blackhawk.

The Nelson Store, located at 306B Victoria Street in Nelson, British Columbia, currently has an Approval in Principle (AIP) issued by the Liquor & Cannabis Regulation Branch of British Columbia to operate a cannabis retail store, while the Powell River Stores both have applications in process to operate licensed cannabis dispensaries at the premises located at Unit No. 3, 4296 Joyce Avenue and 6239 Walnut Street in Powell River, British Columbia.

The aggregate purchase price is $1,500,000. In satisfaction of the Purchase Price, Gaia has issued 30,000,000 common shares to Blackhawk, at a deemed price of $0.05 per common share. Prior to completion of this transaction, Blackhawk did not hold any securities of Gaia.

Blackhawk now has ownership and control of a total of 30,000,000 common shares of Gaia representing approximately 12.9% of the issued and outstanding shares.

Blackhawk has acquired the common shares of Gaia in consideration for all of the outstanding share capital of the Targets, and intends to hold them for investment purposes. Blackhawk has no present intention to acquire further securities of Gaia, although may in the future acquire or dispose of securities, through the market, privately or otherwise, as circumstances or market conditions warrant.

Frederick Pels and Marc Lowenstein are directors of both Gaia, and Blackhawk, however the Transaction is not considered to be a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Transaction has been approved by the independent directors of each of Gaia, and Blackhawk.

The Transaction does not represent a fundamental acquisition or change of business for Gaia as defined by the policies of the Canadian Securities Exchange, nor does it represent a disposition of substantially all of the assets or business undertaking of Blackhawk.