Star Metro - Leeward Capital Enters LOI To Acquire Burton Growers Ltd.

Pursuant to the License (subject to Health Canada laws and regulations), Burton Growers is entitled to cultivate, process, and make direct sales through its website and otherwise. Through the license Burton Growers will be able to market and sell Cannabis produced by third parties. Burton Growers will also apply for an export license through which it will be able to export its Cannabis to foreign jurisdictions.

Burton Growers is differentiated from many other Cannabis cultivators in that it is a true greenhouse (i.e. relies on the sun rather than costly lighting). The greenhouse is 25,000 square feet in area with an attached administration and processing facility of 6,000 square feet in area. The Burton Growers Greenhouse is located in the sunniest area of Canada and in an area of southern Alberta where there are many greenhouses producing various vegetable and fruit crops. Burton Growers believes it will have a competitive advantage over most other Cannabis producers as it will not have the large power costs faced by the "in-door grows". In addition, Burton Growers use of land costs is substantially less than other cultivators. The Greenhouse and Processing facility are located on lands owned by affiliates of Spencer Burton (a director of Burton Growers). As a result, the current rental cost for the land is $12,000 per year.

In addition, Burton Growers expects to avoid the large carbon footprint of most Cannabis cultivators. Although it is not fully "green" at this point, Burton intends to proceed with a solar energy program which will see its electric power and heat come from the use of solar. This strategy is not only to reduce or eliminate the Burton Growers carbon footprint but also to reduce its cultivation costs.

Burton Gowers recognizes the large effect the Federal excise tax and the Provincial taxes have on the viability on Cannabis cultivators in Canada. To mitigate this Burton Growers intends to focus on exporting its high THC product and as well grow Cannabis with low THC levels (i.e. high CBD) with a focus on medicinal properties. Through this the excise tax can be significantly reduced.

Although Burton Growers will cultivate Cannabis under the License, its business model is largely focused on being a distributor of others' Cannabis. Many micro-growers have difficulty getting their product to market or if they do get it to market they see a large discount in the price received. Burton Growers will be structured to distribute and market their products for them. This marketing and distribution arm of Burton Growers is intended to be a core activity of Burton Growers. Unlike many other companies holding a "Standard License", Burton Growers does not intend to be reliant on cultivation activities alone. Burton Growers has retained individuals experienced in marketing for large companies in Canada and through-out Europe. Their marketing skill-set includes the launch of new products and new brands.

In addition, Burton Growers has on staff individuals through which it will access their experience:

1. As cultivators, processors, and distributors of Cannabis products;

2. Ensuring Health Canada Cannabis regulatory compliance;

3. As Exporters of Cannabis products;

4. Relative to legal matters including maintaining its public listings, obtaining Cannabis licenses, corporate transactions, and obtaining export permits.

Using these skill sets, Burton Growers will also be able to assess "distressed" Cannabis companies and potentially make acquisitions while not incurring large due diligence and legal costs.

Burton Growers also has the option to purchase a 160 acre parcel of land in central Alberta. If this option is exercised Burton Growers intends to apply to Health Canada for a Cannabis license for cultivation as an "out-door" grow.

The Transaction

Pursuant to the LOI, the Company will issue to the shareholders of Burton Growers, prior to completion of the minimum Financing and roll back described below, approximately 2,163,398,607 common treasury shares in exchange for all of the issued and outstanding common shares of Burton Growers (the "Transaction"). The Transaction can be concluded, if necessary, upon acceptance of greater than 67% of all of the shares of Burton Growers in consideration for the delivery of up to 2,163,398,607 Leeward common shares for 100% of the common shares of Burton Growers (the "Purchase Shares"). In essence, Leeward will deliver 21,633,986 common treasury shares for each 1% of Burton Growers common shares acquired. All outstanding stock options of Leeward will be cancelled.

In addition, pursuant to the LOI the current mining assets and associated debt in Leeward will be sold and transferred to a third party purchaser ("MiningCo"). Leeward shall convey the Pistol and Nithi resource properties (the "Resource Properties") to MiningCo in consideration of:

1. MiningCo assuming the debts of Leeward as of the closing including the promissory notes (approximately $396,600) (the "Mining Liabilities") but not including the debts and liabilities arising after December 31, 2024 as part of the Transaction including the public companies reporting and maintenance costs);

2. MiningCo indemnifying Leeward for the payables (approximately $37,811) and any liabilities relating to the Resource Properties (the "Payables"); and

3. the payment of all legal fees incurred by Leeward for the transactions described in the LOI.

At the option of Leeward, prior to closing it can convert up to $30,000 of the Payables (or part of it) to Leeward shares at a price of $0.01 per share.

As consideration for assuming the Payables and the Mining Liabilities, Leeward will pay to MiningCo $50,000 less any amounts Leeward was required to pay on same during sixth months after closing.

Additional conditions, including the execution of a formal agreement, the receipt of any necessary shareholder approvals and receipt of any necessary regulatory approvals, must be met in order for the Transaction to close. The proposed Transaction will be a reverse takeover of Leeward by Burton Growers and their respective shareholders. The proposed Transaction is not considered to be a related party transaction.

Concurrent Financing

In conjunction with the closing of the Transaction, the Company intends to complete a financing by way of private placement for aggregate minimum proceeds of $500,000 and up to a maximum of $1,000,000 (the "Financing"). It is anticipated the Financing will proceed as a sale of Leeward Common Shares for $0.001 (post Roll Back as discussed below at an effective price of one cent ($0.01)). The Financing will not be completed unless the Transaction is simultaneously closed and the Leeward Common Shares (including the shares issued through the Financing) are approved for listing on either the TSX Venture Exchange ("TSXV") or the Canadian Securities Exchange ("CSE").

Preferred Shares Conversion

Upon closing it is anticipated that current Burton Growers' arm's length preferred shareholders are anticipated to convert their preferred shares to Leeward common shares resulting in the issuance of approximately of 390 million Leeward common shares.

Capitalization and Roll Back

As of the date hereof, Leeward has 232,445,623 common shares issued and outstanding. As a prerequisite to closing the Transaction, the Company shall complete a share consolidation of its outstanding common shares on a 10:1 basis (the "Roll Back"), resulting in 23,244,562 outstanding common shares of Leeward immediately prior to closing.

The anticipated capital structure of the Company after closing of the Transaction and the Financing will be approximately as follows:

Exchange Listing

The Leeward's common shares are currently not trading on any stock exchange. It is a condition of the Financing that the Leeward common shares be trading on one of the TSXV or CSE. Leeward, through the assistance of Burton Growers, is proceeding with the necessary application to the CSE for listing and intends to also pursue a listing on the Frankfurt Stock Exchange and the OTC Market Group markets.

Go Forward Management

After closing of the Transaction, senior management of the Company will be members of the current management team of Burton Growers. It is anticipated that Spencer Burton will be CEO of Leeward. Further information regarding the proposed management and directors will be included in a follow-up new release.

Selected Financial Information

Burton Growers is currently preparing financial statements which are expected to be included in the information circular being prepared in connection with the proposed Transaction. Further details will be provided in future news releases.

For further information:

Leeward Capital Corp.: Phone: (403) 863-6034
Email: [email protected]
Burton Growers Ltd.: Phone: 403 875 9659
Email: [email protected]

Disclosure

Completion of the Transaction is subject to a number of conditions, including, if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the proposed acquisition of Burton Growers and the Financing; and the anticipated business plan of the resulting issuer subsequent to completion of the transactions described herein. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Information disclosed herein regarding the Company is provided by the Company. Information disclosed herein regarding Burton Growers is provided by Burton Growers. The parties have not verified the information provided by the other parties.

Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, forecast, postulate and similar expressions, or are those, which, by their nature, refer to future events. Leeward cautions investors that any forward-looking information provided by Leeward are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: Leeward's ability to complete the proposed transaction; the state of the financial markets for Leeward's equity securities; the state of the market for gold or other minerals that may be produced generally by the resulting issuer in the event the transaction is completed; recent market volatility; the Company's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that Leeward is unaware of at this time. The reader is referred to the Company's most recent annual and interim Management's Discussion and Analysis for a more complete discussion of such risk factors and their potential effects, copies of which may be accessed through the Company's page on SEDAR+ at www.sedarplus.ca.

SOURCE: Leeward Capital Corp.

P.Lefebvre--SMC