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Mesa Exploration Corp

Exchange: TSXV Exchange | Dec 10, 2018, 12:04 AM EST

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Greenway Greenhouse Cannabis Corporation Announces Non-Brokered Private Placement

Vancouver, British Columbia--(Newsfile Corp. - August 1, 2018) - Mesa Exploration Corp. (TSXV: MSA) (OTC: MSAJF) ("Mesa" or the "Company") announces the first round of Greenway Greenhouse Cannabis Corporation's ("Greenway") offering of common shares of Greenway by way of a non-brokered private placement for up to 2,000,000 Greenway common shares at a price of $0.25 per share for proceeds of up to $500,000.

Proceeds from the Offering will be utilized in connection with:

  • the completion of the Reverse Take Over of Mesa announced July 20, 2018;
  • the acquisition of the 430,000 square foot Sunrite Farm 2 greenhouse facility (the "Sunrite Facility") located at 620 Essex Road 37 Wheatley, Ontario;
  • the conversion of the Sunrite Facility, currently being used to grow bell peppers into a greenhouse cannabis cultivation facility; and
  • for general operating expenses.

About Sunrite Greenhouses Ltd. ("Sunrite")

Sunrite and the Del Fresco Group, own and operate over 4 million square feet of hydroponic, computerized greenhouses and employ over 350 people in the greater Leamington, Ontario area. The Del Fresco Group is the first organization to successfully grow, in large capacity, the highest quality of strawberries under grow lights without the use of pesticides. Jamie D'Alimonte and Carl Mastronardi, are innovators in the greenhouse vegetable business, pioneering many new products and varieties, such as the Euro Bean, and are constantly experimenting with and perfecting new crops.

About Greenway

Pursuant to the Mesa's news release July 20, 2018, Sunrite intends to transfer the Sunrite Facility to its subsidiary Greenway, an entity incorporated in the province of Ontario, and following such transfer, Mesa will acquire, on an arm's length basis (the "Acquisition"), all of the issued and outstanding shares of Greenway ("Greenway Shares").

The Acquisition is subject to customary closing conditions, including each party's satisfaction with its due diligence investigations, the completion of an independent greenhouse appraisal, entering into applicable definitive agreements, and the acceptance of the Acquisition by the TSXV.

Greenway will complete an independent appraisal of the Sunrite Facility prior to the closing of the Acquisition. The Acquisition will constitute a Reverse Takeover ("RTO") as defined by TSXV Policy 5.2, and will require the requisite shareholder approval of the Mesa shareholders and approval of the TSXV. The Acquisition will be completed by way of share exchange or three-cornered amalgamation, and the name of the resulting issuer will be Greenway Greenhouse Cannabis Corporation.

About Mesa Exploration Corp.

Mesa is exploring a portfolio of mineral properties in the United States where it controls land holdings in proven mining districts with excellent access and infrastructure. Mesa currently has 17.5 million shares issued and outstanding.

For further information please visit our website at www.MesaExploration.com.

ON BEHALF OF THE BOARD
MESA
EXPLORATION CORP.

(signed) Foster Wilson, President and CEO

For further information call:
Corporate Communications Mesa 1-775-771-5219
Greenway Greenhouse Cannabis Corporation 250-469-0468

Forward Looking Information

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include unsuccessful exploration results, changes in metals prices, changes in the availability of funding for mineral exploration, unanticipated changes in key management personnel. Accordingly, actual events may differ materially from those projected in the forward-looking statements. For more information on the Company and the risks and challenges of its business, investors should review the Company's annual filings that are available at www.sedar.com.

Completion of the Acquisition is subject to a number of conditions, including but not limited to, TSXV acceptance and 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.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Mesa Exploration Corp. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this news release.

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