Roosevelt Capital Group Inc. Announces Proposed Qualifying Transaction

Calgary, Alberta--(Newsfile Corp. - December 31, 2019) -  Roosevelt Capital Group Inc. (TSXV: ROSV.P) (the "Corporation") is pleased to announce details concerning its proposed arm's length qualifying transaction (the "Transaction") involving a proposed business combination with Anahit International Corp. ("Anahit"), a private company incorporated under the laws of the Province of Ontario.

Toronto based Anahit is an emerging market cannabis entity committed to bridging the gap between the developing market potential and the developed market demand. The company's goal is to develop and/or partner towards establishing a robust supply chain encompassing cultivation to retail sales in specific emerging markets. Anahit's undertakings include cultivation in emerging, regulated jurisdictions that enable high-quality outdoor cannabis farming and state of the art extraction lab, to produce high-quality extracts for local and export markets. Anahit's international operations are supported by Canadian technical experts, that introduce Health Canada approved methodologies to Anahit owned (or leased) farms and operations, which include growing techniques, extraction, storage, and product creation. The Canadian technical team is made up of technical experts from Canada and the United States in the areas of extraction, product creation, and management of retail locations (where permitted). Anahit's commitment is to use the Canadian expertise to benefit an emerging sector in developing economies in a manner that's responsible, accessible and economical. Anahit currently has more than ten new products in development, including medical and over the counter health and wellness products. Additionally, through its partnership with the University of Guelph, Anahit is commercializing certain technology to make novel anti-inflammatory medications from cannabis.

Anahit has approximately 47,380,411 common shares ("Anahit Common Shares") issued and outstanding. In connection with the Transaction, Anahit intends to complete a private placement offering of up to $1,000,000 (the "Private Placement"). Details on the Private Placement, including the type and number of securities offered for issuance, the pricing of securities offered and the agent or agents engaged to broker the Private Placement, if any, will be provided in due course once available by way of news release.

The Corporation has entered into a non-binding letter of intent with Anahit dated December 31, 2019 (the "LOI") pursuant to which the Corporation and Anahit intend to complete a share purchase, plan of arrangement, amalgamation, three-cornered amalgamation or alternate structure to be determined, having regard to relevant tax, securities and other factors and potentially including a pre-closing reorganization of Anahit, to form a new company ("Newco") called "Anahit International Corp". Pursuant to the proposed Transaction, each issued and outstanding Anahit Common Share will be exchanged into 3.2 common shares of Newco ("Newco Common Share") on a 1:3.2 basis so that all of the issued and outstanding Anahit Common Shares will be exchanged for approximately 151,617,315 Newco Common Shares (not including Anahit Common Shares issued pursuant to the Private Placement or other Anahit Common Shares reserved for issuance), and each unexercised Anahit Warrant and Anahit Option shall be exchanged for a replacement warrant or option issued by Newco with the same terms as the respective warrant.

It is intended that the Transaction, when completed, will constitute the Corporation's "Qualifying Transaction" in accordance with Policy 2.4 of the TSX Venture Exchange (the "Exchange"). A more comprehensive news release will be issued by the Corporation disclosing details of the Transaction, including financial information respecting Anahit, the names and backgrounds of all persons who will constitute insiders of Newco, and information respecting sponsorship, once an agreement has been finalized and certain conditions have been met, including:

i) approval of the Transaction by the board of directors of the Corporation;
ii) satisfactory completion of due diligence; and
iii) execution of the definitive agreement.

Shareholder approval is not required with respect to the Transaction under the rules of the Exchange. However, the structure of the Transaction has not yet been finalized so shareholder approval under corporate law may be required. In the event a final agreement is not reached, the Corporation will notify shareholders. Trading in the common shares of the Corporation will remain halted and is not expected to resume trading until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading.

ABOUT THE CORPORATION

The Corporation is a capital pool company (a "CPC") that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the TSX Venture Exchange Inc.'s CPC policy, until the completion of its qualifying transaction, the Corporation will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.

For further information, please contact:

Bruce Bent
Chief Financial Officer

Roosevelt Capital Group Inc.

Telephone: + 1 (905) 567-3431
Email: bbent@msw.on.ca

Forward-Looking Information Cautionary Statement

Statements in this press release regarding the Corporation's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, execution of a binding definitive agreement relating to the Transaction, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority 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 a capital pool company should be considered highly speculative.

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

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 news release.

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IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/51127