# Alliance Growers Corp. (CSE: ACG) ANNOUNCES PRIVATE PLACEMENT



## mikews (Nov 8, 2016)

November 8, 2016 – Vancouver, B.C. – Alliance Growers Corp. (CSE: ACG) (“Alliance Growers” or the “Company”) is pleased to announce a non-brokered private placement (the “Private Placement”) of up to 10,000,000 units (the “Units”) at a price of $0.20 per Unit, for gross proceeds of up to $2,000,000. Each Unit is comprised of one common share and one share purchase warrant. Each share purchase warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.30 per share, for a period of two years from the date the Units are issued. If during the exercise period of the warrants, but after the resale restrictions on the shares have expired, the Company’s shares trade at or above a weighted average trading price of $0.45 per share for 10 consecutive trading days, the Company may accelerate the expiry time of the warrants by giving written notice to warrant holders that the warrants will expire 30 days from the date of providing such notice.

A portion of the Private Placement may be completed in accordance with the exemption set out in BC Instrument 45-534 (Exemption from prospectus requirement for certain trades to existing security holders) (the “Security Holder Exemption”) pursuant to the terms and conditions of this Offering News Release and BC Instrument 45-534. Alliance shall make the pro-rata offer available to all persons who, as of the record date of November 7, 2016, held common shares in the capital of the Company. In accordance with the requirements of the Security Holder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.

The Private Placement securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.

The Company plans to allocate the proceeds of the Private Placement primarily to the Botany Centre for property acquisition and preliminary planning and development, plus finalization of agreements in other potentially lucrative arrangements in the medical and recreational cannabis space, as well as general working capital. The financing is subject to regulatory approval. All securities issued pursuant to the placement will be subject to a hold period of four months and one day from the date of closing.

Commenting on the Private Placement, Dennis Petke, Alliance’s President and CEO stated, “This next round of financing will allow Alliance to accelerate its plans to develop the Botany Centre as the core of a truly global cannabis company. It will also will allow us to formalize agreements on other initiatives that Alliance has identified in the medical and recreational Cannabis industry to further develop our business model to take advantage of the imminent legalization of recreational cannabis in both Canada and certain significant states in the US. The primary such initiative is to become a leading supplier of high quality CBD oil to multiple channels in the cannabis industry for both medical and recreational use in Canada and the US.”


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