Sante Veritas Therapeutics Inc. completes reverse take-over of Santé Veritas Holdings Inc. (Formerly Marchwell Ventures Ltd.)

Toronto, ON – April 25, 2018: Santé Veritas Holdings Inc. (“SVH”) (formerly Marchwell Ventures Ltd. (NEX:MVE.H) (“Marchwell”)) and Santé Veritas Therapeutics Inc. (“SVT”) are pleased to announce the closing of the previously announced business combination (the “Business Combination”) among SVH, SVT, and 1148607 B.C. Ltd. (“Marchwell Subco”), creating a medical and adult use cannabis cultivation company.

Prior to the closing of the Business Combination, SVH consolidated its common shares on the basis of one post-consolidation common share (each, a “New SVH Share”) for each three existing common shares (the “Consolidation”) and changed its name from Marchwell Ventures Ltd. to Santé Veritas Holdings Inc. (the “Name Change”).

The Business Combination was completed by way of a three cornered amalgamation (the “Amalgamation”), pursuant to which Marchwell Subco, a wholly-owned subsidiary of SVH, amalgamated with SVT to form a newly amalgamated company (“Amalco”), which now owns SVT’s assets as a wholly-owned subsidiary of SVH.

Upon the Amalgamation, SVH acquired all of the issued and outstanding shares of SVT and issued to SVT shareholders one New SVH Share in exchange for each common share of SVT held.

The New SVH Shares are expected to commence trading on the Canadian Securities Exchange (the “CSE”) under the ticker symbol “SV” at the commencement of trading on Monday, April 30, 2018.

Santé Veritas Therapeutics Inc.

SVT is a privately-held corporation incorporated in British Columbia in 2013 for the purpose of obtaining a licence under the Access to Cannabis for Medical Purposes Regulations (the “ACMPR”) and to thereafter operate as a medical cannabis cultivation company. Health Canada has recently issued SVT a “confirmation of readiness” for a licence under the ACMPR.

SVT is currently constructing its cultivation facilities in Powell River, British Columbia, on a site that was formerly a paper mill. SVT anticipates receipt of Licensed Producer status, permitting it to begin cultivation, later in 2018. On December 19, 2017, SVT completed a private placement of common shares for gross proceeds of approximately $16 million (the “Private Placement”) to fund construction of its facilities.

On closing, SVT had approximately 246 million common shares issued and outstanding on an undiluted basis. As a result of the Business Combination, SVH expects to have approximately 254 million common shares issued and outstanding on an undiluted basis, with approximately 97% of those shares being held by former SVT shareholders and approximately 3% of those shares being held by former Marchwell shareholders. The shares held by new “principals” of SVH will be subject to such escrow requirements as may be imposed by the securities regulatory authorities.

Change in Management

In connection with the Business Combination, the management and board of SVH have resigned and a new board and senior management have been appointed. The new board of directors and senior management of SVH are:

Michael Orr  – Executive Chairman

Mr. Orr has more than 25 years of capital markets experience. He has served as a senior executive and chief executive officer of registered investment dealers. Over the past fifteen years he has actively managed a significant family office with extensive holdings in the financial services, media, technology and wine sectors. Mr. Orr has considerable experience building and investing in opportunities in the cannabis sector throughout North America.

John Walker – Chief Executive Officer, Director

Mr. Walker enjoyed a storied 25-year leadership career in Fortune 500 Yum! Restaurants International/Yum! Brands. During his career with Yum!, Mr. Walker held a variety of senior roles including Chief People Officer, Europe (Paris France); Chief People Officer, Latin America (Miami, FL); V-P, Human Resources, Global Business Development (Dallas, Tx); V-P Human Resources (Toronto, ON); Senior Director Human Resources, Taco Bell Southern Division (Atlanta, Ga); Director Human Resources, PepsiCo Poland (Warsaw); and Director Human Resources, Pizza Hut (Wichita, KS). Mr. Walker holds a B.A. in Psychology from Brock University (St. Catharines, ON) and a Master’s Degree in Industrial and Labor Relations from Cornell University (Ithaca, NY). Mr. Walker’s charitable focus has centered on World Hunger Relief.

Perry Miele – Director

Mr. Miele currently serves as the Chairman of Beringer Capital, where he has been a principal since 2003. Beringer Capital invests in emerging marketing services companies. As Chairman, Mr. Miele is responsible for investing activities, strategic development and oversight of Beringer’s portfolio holdings.

Most recently, Mr. Miele assumed the role of Chairman of Match Marketing, a North American retail marketing firm with over 7000 employees and 8 offices in the US and Canada. Prior to Match, he was Chairman of Budco, headquartered in Detroit, MI. Budco was one of the largest fulfillment and distribution companies in the US serving Fortune 500 companies with a specialized focus in the automotive industry. Budco was sold in 2011 to the Michigan Pension Fund.

Mr. Miele began his career with the Canadian Federal Government in 1984, rising to the position of Chief of Staff to the Minister of International Trade during the NAFTA negotiations. He also served as Chairman of the Ontario chapter of the Young President’s Organization and on the board of the LCBO from 2002-05, a period during which the LCBO grew to become one of the largest alcohol retailers in the world.

Mr. Miele is currently a director of TSX-listed Andrew Peller Wines. He is also a member of the McGill MBA advisory committee and is on the board of Trillium Health Partners.

Kevin Empey – Director

Mr. Empey is currently the Supervisor of Brockville General Hospital. Prior to this, he was President and Chief Executive Officer of Lakeridge Health for 8 years. Mr. Empey is a Chartered Professional Accountant CPA (CA) who is also a graduate of Harvard’s Advanced Management Program.

Mr. Empey has worked in the hospital sector since 1990, with senior roles at University Health Network, Peel Memorial Hospital, and St. Michael’s Hospital. Prior to his hospital career, he was with Northern Telecom. Mr. Empey is a guest lecturer at University of Toronto and York University. In 2012 he was appointed Adjunct Professor at UOIT.

Mr. Empey is on the boards of two charities, The Abilities Centre and the Toronto Wildlife Centre. He has been very involved with the government on funding models for hospitals and regarding the creation of shared services. Mr. Empey was also the Chair of the Healthcare Sector Supply Chain Strategy Expert Panel from 2016 – 2017, a panel commissioned by the Government of Ontario to make recommendations to improve the value in the healthcare supply chain.

Mark Herron – Chief Financial Officer

Mr. Herron is an experienced executive in finance, corporate services, strategy and governance after  35 years in financial services, banking, healthcare, marketing and sales. Mr. Herron previously served as co-founder and Chief Financial Officer of Meeting Escrow Inc., an escrow trust company for the  global meetings industry. Prior to that, Mr. Herron served as the Chief Financial Officer and Vice-President, Corporate Services at the Toronto Convention & Visitors Association (Tourism Toronto), Canada’s largest non-profit public-private destination marketing and sales organization. Mr. Herron has also served as Chief Operating Officer of Sunnybrook Hospital University of Toronto Clinic and as a founding Tax & Audit Partner of the Toronto head office of Grant Thornton LLP.  Mr. Herron currently serves on the Board of the Solar Stage Children’s Theatre.

Mr. Herron holds a Bachelor of Commerce (B. Com) from the University of Toronto (University College), Chartered Professional Accountant CPA(Chartered Accountant) designation from the Chartered Professional Accountants of Ontario and an ICD.D designation from the Institute of Corporate Directors.

Change in Auditor

Following the closing of the Business Combination, SVH changed its auditors from Davidson & Company LLP to MNP LLP effective April 24, 2018. At the request of SVH, Davidson & Company resigned as auditors of SVH effective April 24, 2018. The Board of directors of SVH appointed MNP LLP as SVH’s auditor effective April 24, 2018, until the next annual general meeting of the shareholders of SVH.

De-Listing from the TSXV and Listing on the CSE

The common shares of SVH were delisted from the TSX Venture Exchange as of the close on April 23, 2018. SVH received conditional approval to list its common shares on the CSE on March 29, 2018 and is currently anticipating an initial trading date of April 30, 2018.

For further information please contact SVH Investor Relations at ir@svhcanada.com.

Forward-Looking Information

Certain portions of this press release contain “forward-looking information” within the meaning of applicable Canadian securities legislation, which is also referred to as “forward-looking statements”, which may not be based on historical fact. Wherever possible, words such as “will”, “plans,” “expects,” “targets,” “continues”, “estimates,” “scheduled,” “anticipates,” “believes,” “intends,” “may,” “could,” “would” or might, and the negative of such expressions or statements that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved, have been used to identify forward looking information. Such forward-looking statements include, without limitation, SVT’s receipt of Licensed Producer status and the timing thereof, the Listing on the CSE, and other factors.

Forward looking statements should not be read as guarantees of future events, future performance or results, and will not necessarily be accurate indicators of the times at, or by which, such events, performance or results will be achieved, if achieved at all.  Readers should not place undue reliance on such forward-looking statements, as they reflect management’s current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Marchwell and, where applicable, management of SVT, are inherently subject to significant business, economic, regulatory, competitive, political and social uncertainties and contingencies. Many factors could cause Marchwell’s and, where applicable, SVT’s actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including among others, SVT’s failure to receive, or delay in receiving, Licensed Producer status, failure to enter into a definitive agreement with respect to the Transaction, failure to obtain any of the required exchange, regulatory, shareholder director or other approvals for the Transaction, failure to complete the Consolidation, failure to delist from the TSXV or complete the Listing on the CSE, and the Amalgamation Agreement being terminated, modified or amended. The preceding list is not exhaustive of possible factors.

Marchwell disclaims any intent or obligation to update or revise publicly any forward-looking statements whether as a result of new information, estimates, future events or results, or otherwise, unless required to do so by applicable laws. The forward looking statements contained herein are expressly qualified in their entirety by this cautionary statement.