Agau Resources Announces Letter of Intent for Reverse Takeover Transaction with the Hacienda Company, LLC

Toronto, Ontario--(Newsfile Corp. - November 20, 2018) - Agau Resources, Inc. ("Agau" or the "Company") is pleased to announce that it has entered into a letter of intent (the "LOI") dated November 19, 2018 with California-based The Hacienda Company, LLC ("Hacienda"), whereby the parties will complete a business combination by way of a transaction that will constitute a reverse takeover of the Company by Hacienda (the "Transaction"). In connection with the Transaction, the Resulting Issuer (as defined below) will apply to list on the Canadian Securities Exchange (the "CSE").

The resulting issuer that will exist upon completion of the Transaction (the "Resulting Issuer") will change its business to the cannabis industry and is expected to change its name to "Lowell Herb Co." The final structure of the Transaction will be determined by the parties following receipt of tax, corporate and securities law advice.

In connection with the Transaction, Hacienda intends to complete a brokered private placement of subscription receipts (the "Subscription Receipts") to raise aggregate gross proceeds of up to US$45,000,000 (the "Offering"). Hacienda has engaged Canaccord Genuity Corp. and Canaccord Genuity LLC (together, "Canaccord") and GMP Securities L.P. ("GMP" and, collectively with Canaccord, the "Agents") to assist with completion of the Offering on the terms described below.

Hacienda And Its Business

The Hacienda Company is a branded cannabis business and the creator of Lowell Herb Co. Lowell is currently one of the fastest growing, most talked about cannabis brands in the U.S. Its signature product, Lowell Smokes, is the number one selling pre-roll in California, with a dominant market share (BDS Analytics). Available in over 350 dispensaries, Lowell cultivates and sources flowers grown with only organic fertilizer, never using synthetic pesticides. Vanity Fair recently described Lowell as "The California family of farms that grows organic cannabis for green-minded consumers who value premium goods and sophisticated design." Lowell has been featured in major media outlets including Newsweek, The New Yorker, High Times, NPR, Time Out LA, CBS News, Huffington Post, and many others.

Agau Shareholder Meeting

Prior to, and as a condition of, the closing of the Transaction (the "Closing"), Agau will call a meeting of its shareholders (the "Agau Meeting") for the purpose of approving, among other matters:

• a change of name of the Company to "Lowell Herb Co." or such other name as is directed by Hacienda and acceptable to applicable regulatory authorities effective upon Closing;
• the consolidation of its shares on a ratio to be determined (such ratio to be acceptable to Hacienda, acting reasonably) (the "Share Consolidation");
• the creation of a new class of securities, which will have multiple voting rights per security;
• the continuance of the Company from the Province of Alberta to either the Province of British Columbia or the Province of Ontario, to be determined by Hacienda, acting reasonably;
• the approval of a new stock option plan to be effective upon Closing;
• the election of new nominee directors appointed by Hacienda to form the new board of directors, which elections will be effective upon Closing;
• the appointment of a new auditor; and
• if required by governing regulatory bodies, the approval of the Transaction.

The Transaction is an arm's length transaction. Agau will prepare and file a CSE Form 2A listing statement or other principal disclosure document (the "Listing Statement") with the CSE providing comprehensive disclosure on Hacienda and the Transaction in connection with the proposed CSE listing.

Hacienda Private Placement

In connection with the Transaction, Hacienda has engaged the Agents to assist with completion of the Offering, whereby the Agents will assist Hacienda in selling, on a commercially reasonable efforts private placement basis, up to US$35,000,000 of Subscription Receipts at an expected price range between US$3.00 to US$4.00 per Subscription Receipt (such determined price, the "Issue Price"), amounting to aggregate gross proceeds of up to US$35,000,000 (or US$45,000,000 if the Agents' Option (as defined below) is exercised in full). The Agents' obligations in respect of the Offering are subject to, among other things, entry into a binding agency agreement with Hacienda. Closing of the Offering is expected to occur in December 2018 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and corporate approvals. Pursuant to the terms of the Offering, the Agents have been granted an option to arrange for the sale of up to an additional US$10,000,000 of Subscription Receipts at the Issue Price, which option is exercisable by the Agents any time prior to the Closing Date (the "Agents' Option"). Each Subscription Receipt shall entitle the holder to receive, upon satisfaction of certain escrow release conditions and without payment of additional consideration, one unit of Hacienda (a "Unit"). Each Unit shall be comprised of one common share of Hacienda (a "Common Share") and one half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall be exercisable into one Common Share at a price that is at least 35% greater than the Issue Price for a period of 24 months from the date the escrow release conditions are satisfied.

Management of the Resulting Issuer

Upon closing of the Transaction, all of Agau's current directors and executive officers will resign and be replaced by nominees of Hacienda approved at the Agau Meeting, all in a manner that complies with the requirements of governing regulatory bodies and applicable securities and corporate laws.

Details of insiders and proposed directors and officers of the Resulting Issuer will be disclosed in a further news release.

Closing Conditions

The completion of the Transaction is subject to a number of conditions, including but not limited to the following:

• the execution of a definitive agreement;
• completion of satisfactory due diligence;
• completion of the Share Consolidation;
• completion of the Offering;
• the conditional approval to the listing of the shares of the Resulting Issuer on the CSE; and
• receipt of all required regulatory, corporate and third party approvals, including approvals by the CSE, applicable governmental authorities, and the fulfillment of all applicable regulatory requirements and conditions necessary to complete the Transaction.

Further Information

Further details about the Transaction and the Resulting Issuer will be provided in a comprehensive news release when the parties enter into the definitive agreement.

Investors are cautioned that any information released or received with respect to the Transaction in this press release may not be complete and should not be relied upon. Trading in the common shares of the Company should be considered highly speculative.

The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance, requisite shareholder approvals, 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 Listing Statement, as applicable, of the Company 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 Agau should be considered highly speculative.

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

About Agau Resources, Inc.

Agau Resources, Inc. is a mineral exploration company with no current activities or operations.

Cautionary Statements Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the expected timing and terms of the Transaction and the Offering, the number of securities of Agau or the Resulting Issuer that may be issued in connection with the Transaction, the ownership ratio of the Resulting Issuer post-closing, the Private Placement, the required shareholder approvals or the ability to obtain such approvals, Hacienda's strategic plans and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. Agau and Hacienda assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.

For more information, please contact:

Agau Resources, Inc.
Binyomin Posen
CEO and Director
Telephone: (416) 481.2222 x 246
Email: bposen@plazacapital.ca

The Hacienda Company, LLC
David Elias
CEO and Director
Telephone: (805) 244.5076
Email: ir@thehacienda.com

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.