Kramer Capital Corp. Signs Definitive Agreement for Qualifying Transaction

Vancouver, British Columbia--(Newsfile Corp. - March 8, 2018) - Kramer Capital Corp. (TSXV: KRM.H) (the "Corporation" or "Kramer") is pleased to announce that it has entered into a definitive agreement dated February 28, 2018 with 48North Cannabis Corp. ("48North") to acquire, subject to certain conditions, all of the outstanding securities of 48North (the "Transaction"), a vertically integrated cannabis company licensed under the Access to Cannabis for Medical Purposes Regulations ("ACMPR").

The acquisition is to be completed by way of a three-cornered amalgamation. Upon completion of the Transaction, 48North will become a wholly-owned subsidiary of Kramer and Kramer will change its name to "48North Cannabis Corp.". The combined entity (the "Resulting Issuer") will continue the business of 48North. The terms of the Transaction were previously disclosed in Kramer's press release dated January 5, 2018.

The Transaction, once completed, is intended to constitute Kramer's "Qualifying Transaction" pursuant to Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange"). The Transaction is an arm's length transaction, and as such does not require Kramer shareholder approval. At a shareholder meeting held on March 7, 2018, Kramer's shareholders approved certain ancillary matters relating to the Transaction, including a Continuance of the Corporation from the provincial jurisdiction of the Business Corporations Act (British Columbia) into the federal jurisdiction of the Canada Business Corporations Act. 48North is seeking shareholder approval of the Transaction at a meeting of 48North shareholders to be held on March 20, 2018.

Closing of the Transaction is subject to several conditions, including but not limited to:

• Kramer and 48North obtaining all written consents and approvals required from all governmental and regulatory agencies, including the Exchange;

• Entry into any regulatory required escrow agreements by certain Kramer shareholders;

• 48North obtaining approval of its shareholders;

• Kramer having successfully completed a two (old) for one (new) share consolidation and the name change; and

• Appointment of a new slate of directors agreed upon between both Kramer and 48North.

Transaction Financing

On January 26, 2018, 48North closed its previously announced concurrent financing, pursuant to which 48North issued 16,010 convertible debenture units (the "Convertible Debenture Units") at a price of $1,000 per Convertible Debenture Unit for aggregate gross proceeds of $16,010,000 (the "Concurrent Financing"). The offering was led by Eight Capital as the sole underwriter (the "Underwriter") pursuant to an underwriting agreement dated January 26, 2018 among the Underwriter, Kramer and 48North (the "Underwriting Agreement").

Pursuant to the Concurrent Financing, each Convertible Debenture Unit was comprised of one convertible debenture with a principal amount of $1,000 of 48North (each a "Convertible Debenture") and 556 warrants of 48North (each a "Unit Warrant").

Immediately prior to the completion of the Transaction, the 48North Convertible Debentures will automatically convert into common shares of 48North (each, a "48North Share") at a price of $0.90 per 48North Share, with such 48North Shares then being exchanged in the Transaction for common shares of the Resulting Issuer (each, a "Resulting Issuer Share") on a 1:1 basis. Each Unit Warrant will entitle the holder thereof to acquire one Resulting Issuer Share at a price of $1.15 for a period of 24 months following the completion of the Transaction.

As consideration for its services in connection the Concurrent Financing, the Underwriter received a cash commission of $1,120,700 (approximately 7% of the aggregate gross proceeds) and compensation options to purchase 1,245,222 Compensation Units (approximately 7% of the aggregate gross proceeds of the Concurrent Financing divided by $0.90) (a "Compensation Option"). Each Compensation Option is exercisable to purchase one unit of 48North (a "Compensation Unit") at an exercise price of $0.90 until the date that is 24 months following the completion of the Transaction, with each Compensation Unit being comprised of one 48North Common Share and one-half of one Unit Warrant.

Kramer understands that 48North intends to use the net proceeds of the Concurrent Financing to fund 48North's business plan, for Transaction expenses, and for working capital and general corporate purposes, all as more particularly described in the Filing Statement.

New Board of Directors

Pursuant to the Transaction, Kramer shareholders approved the increase in the post-Transaction board size to seven and elected the following directors to serve on the board of the Resulting Issuer: William J. Assini, Martin Cauchon, Anne Darche, Alain Dubuc, Alan Gertner, James Gervais and Alison Gordon.

Sponsorship of Qualifying Transaction

Sponsorship of a Qualifying Transaction is required by the Exchange unless exempt in accordance with Exchange policies. Kramer and 48North intend to apply for an exemption from the sponsorship requirements and expect an exemption to be available. However, there is no assurance that Kramer and 48North will ultimately obtain an exemption from sponsorship.

About Kramer

Kramer was incorporated under the laws of Alberta and continued into British Columbia in August, 2016. It is a Capital Pool Company as such term is defined under Policy 2.4 of the Exchange. Kramer is a reporting issuer in the provinces of British Columbia, Alberta and Ontario, and its common shares are listed and posted for trading on the NEX board of the Exchange. Kramer's head office in located in Vancouver, B.C.

About 48North

48North is a private, vertically integrated cannabis company with 150 shareholders. Its first ACMPR-licensed facility is located on 800 acres of owned land near Kirkland Lake, Ont., and is operated by its wholly owned subsidiary, DelShen Therapeutics Corp. 48North grows unique genetics sourced from MariPharm BV, a Netherlands-based phytopharmaceutical company with over 25 years of experience in the research and cultivation of cannabis for medical purposes. Its genetics are grown to exacting standards, ensuring patients can count on receiving the highest-quality cannabis products. 48North's values are rooted in the land they are planted on, and 48North has entered into a first-of-its-kind community benefits agreement with certain of its first nations investors.

DelShen was incorporated on Nov. 18, 2013, under the laws of the Province of Ontario. The company's head office, principal address and records are located at 76 Stafford St., Suite 101, Toronto, Ontario, Canada, M6J 2S1.

DelShen is authorized by Health Canada as a licensed producer of dried and fresh cannabis and cannabis oil for medical purposes pursuant to the ACMPR. DelShen's licence to produce cannabis was granted on Feb. 28, 2017, and pertains to the facility, a state-of-the-art, closed-box, 40,000-square-foot building with an additional 200,000 square feet of production space planned within the current security perimeter.

Additional Information

In accordance with the policies of the Exchange, the common shares of Kramer are currently halted from trading and will remain halted until further notice.

All information provided in this press release related to 48North has been provided by management of 48North and has not been independently verified by management of Kramer.

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

For Further Information, Please Contact:

Kramer Capital Corp.   
Richard Graham, Director
Telephone: (604) 689-1428

Cautionary statements

This press release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction. . Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction and associated transactions, that the ultimate terms of the Qualifying Transaction, and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, BC, their securities, or their respective financial or operating results or (as applicable).

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if required by the Exchange policies, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved or disapproved the contents of this press release.

The Resulting Issuer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirement. 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.

Not for distribution to U.S. Newswire Services or for dissemination in the United States.