Invictus MD Announces Binding LOI To Acquire Planc Biopharm Inc., A Late Stage Applicant Under Health Canada’s ACMPR

Investor Relations

VANCOUVER, BC, January 17, 2017 – INVICTUS MD STRATEGIES CORP. (“Invictus MD” or the “Company”) (CSE: IMH; OTC: IVITF; FRA: 8IS) is pleased to announce that it has entered into a binding letter of intent (“LOI”) to acquire 100% of PlanC BioPharm Inc. (“PlanC”), a Late Stage Applicant under the Access to Cannabis for Medical Purposes Regulations (“ACMPR”).

PlanC is currently in active final review stage with Health Canada for an application that was submitted in 2014 based on a proposed initial 30,000 square foot, state-of-the-art, medicinal cannabis production and processing facility located on 5 acres just outside Salmo, British Columbia (the “Property”). Invictus MD will issue to the PlanC shareholders $100,000 in cash and 50,000 common shares to a maximum value for such common shares of $70,000 as consideration for entering into the LOI. In addition, Invictus MD will pay $100,000 in cash and 100,000 in common shares to a maximum value for such common shares of $175,000 as consideration for signing a definitive agreement (“the Definitive Agreement”).

The Definitive Agreement will require the following common share issuances to the current shareholders of PlanC upon the occurrence of the following milestones up to a maximum aggregate value for such common shares of $10 million: (i) 200,000 common shares to a maximum value of $400,000 on the closing of the sale of PlanC’s shares to Invictus MD; (ii) 300,000 common shares to a maximum value of $600,000 upon PlanC receiving an affirmation email from Health Canada; (iii) 500,000 common shares to a maximum value of $1,000,000 upon the completion of pre-licensing inspection; and (iv) 5,000,000 common shares to a maximum value of $8,000,000 upon PlanC’s receipt of a cultivation license under the ACMPR. In connection with each such issuance of Invictus common shares, the value of each Invictus common share value will be the closing share price of the Company immediately prior to the date the milestone is achieved.

Invictus MD is required to contribute $8 million to be held in escrow for the benefit of PlanC (the “Escrow Monies”) within 90 days of signing the Definitive Agreement. The Escrow Monies will be used to exercise an option to acquire the Property, construct the 30,000 square foot facility and for general working capital purposes. PlanC also has an option to purchase a 49-acre parcel of land immediately adjacent to its proposed facility, thereby giving PlanC a secure basis from which to plan future expansion and, assuming PlanC receives the requisite regulatory approval to produce its forecasted capacity, to accommodate cannabis production of up to 20,000 kg per year, establishing itself as a leader in the cannabis industry.

Dan Kriznic, CEO of Invictus MD, stated, “This acquisition allows us to continue with our strategy of increasing cannabis production capacity under the ACMPR to meet the significant demand. Invictus MD also acquired 33.33% of AB Laboratories Inc., a Licensed Producer under the ACMPR in December 2016”. According to the recent report “Recreational Marijuana – Insights and Opportunities” by the consulting firm Deloitte, the Canadian retail cannabis market could be worth between $4.9 billion and $8.7 billion annually. In that same report, the consulting firm further estimates that satisfying the recreational cannabis market will mean producing 600,000 kilograms of marijuana annually – far more than the existing 38 licensed producers grow for medicinal purposes.

About Invictus MD Strategies Corp.

Invictus MD targets cannabis companies with proven brands, strong customer focus, and significant growth potential. We provide not only capital to meet these objectives but also years of management experience from a team that has been successful in all facets of business, from establishing start-ups to running large international organizations. The fundamental core of our operations centers on the vast opportunities within fragmented industries.

Invictus MD works in partnership with management teams to increase shareholder value through business planning and process integration, developing and executing growth strategies, leveraging our experience and relationships, and structuring and deploying the proper capital to support long-term growth. Our prudent approach to both investing in and developing successful companies ensures successful execution of the business plan in both times of economic expansion and contraction.

For more information, please visit www.invictus-md.com.

On Behalf of the Board,

Dan Kriznic
Chairman & CEO

Larry A Heinzlmeir
Vice President, Marketing & Communications

Cautionary Note Regarding Forward-Looking Statements: This release includes
certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, including the timing and completion of the proposed acquisition of PlanC, the Company raising the Escrow Monies through an equity financing and Health Canada granting PlanC a cultivation license under the ACMPR are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including the assumptions that the Company will obtain stock exchange approval of the proposed acquisition of PlanC as anticipated, that the Company will raise sufficient funds to pay the Escrow Monies, that the Company will obtain all other requisite approvals for the acquisition and that PlanC will abide by and pass all regulations and inspections required under the ACMPR and be issued a cultivation license. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, the risk that the proposed acquisitions may not occur as planned; the timing and receipt of requisite approvals and failure of the Company to raise sufficient funds to pay the Escrow Monies; and PlanC will not abide by and pass all regulations and inspections required to be issued a cultivation license under the ACMPR. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

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