BROOME CAPITAL Inc. has entered into a definitive amalgamation agreement, effective July 12, 2018, with Pasha Brands Ltd. Pursuant to the terms of the definitive agreement, the company will acquire all of the issued and outstanding securities of Pasha Brands.

Pasha Brands is a privately owned company based in British Columbia, with interests in the licensed production and distribution of cannabis and cannabis-related products under the Access to Cannabis for Medical Purposes Regulations (ACMPR). In addition to its own portfolio of brands, Pasha has significant associations within the grassroots cannabis industry in British Columbia, including leading craft brands and producers. Post legalization, Pas ha Brands anticipates that Canadian cannabis patients and enthusiasts will expect access to many of the same brands they currently enjoy in the unregulated market.

Transaction Summary

In accordance with the terms of the definitive agreement, Pasha Brands will amalgamate with a wholly owned subsidiary of the company. The resulting amalgamated entity will continue as a wholly owned subsidiary of the company. In consideration for completion of the transaction, the company will

consolidate its outstanding share capital on a one -new -for-tw o-old ba sis. The current shareholders of Pasha Brands will be issued one postconsolidation common share of the company in exchange for every share of Pasha Brands they hold. Existing convertible securities of Pasha Brands will be exchanged for convertibles of the company (on substantially the same terms and applying the same exchange ratio).

Prior to closing of the transaction, it is anticipated that the company will apply to list its common shares for trading on the Canadian Securities Exchange and voluntarily delist its shares from the TSX Venture Exchange. On closing of the transaction, it is anticipated that the company will change its name. The company will also reconstitute its board of directors and management on closing of the transaction.

Subject to TSX-V acceptance , the com pany has agreed to loan no less than $250,000 to Pasha Brands. The loan will be non-interest bearing and used to advance the business operations of Pasha Brands.

Closing of the transaction remains subject to a number of conditions, including the completion of satisfactory due diligence, receipt of any required shareholder, regulatory and third party consents, completion of the share consolidation, completion of any necessary financing by Pasha Brands, the CSE having conditionally accepted the listing of the company’s common shares, the TSX-V having consented to the voluntarily delist ing of the com pany’s common shares, as well as the satisfaction of other customary closing conditions.

The transaction cannot close until the required approvals are obtained and the company’s common shares have been delisted from the TSX-V. There can be no assurance that the transaction will be completed as proposed, or at all, or that the company’s common shares will be listed and posted for trading on any stock exchange. Trading in the company’s common shares has been halted and it is anticipated that trading will remain halted until completion of the transaction.

Neither the TSX-V, nor the CSE, have in any way passed upon the merits of the proposed transaction. Neither the TSX-V, nor the CSE, have approved (or disapproved) the contents of this press release.

Additional information regarding the transaction will be made available under the company’s profile on SEDAR as such information becomes available.

We seek Safe Harbor.

Walter Barry Girling, Peter Robert Hughes, Axel Gunther Ruediger Roehlig

(BCP) Shares: 19,135,543

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