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Newstrike Files Management Information Circular with respect to

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Dust2332   Thursday, 04/25/19 10:40:34 AM
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Newstrike Files Management Information Circular with respect to the Arrangement Agreement with HEXO

TORONTO, April 25, 2019 /CNW/ - Newstrike Brands Ltd. (TSX-V:HIP) ("Newstrike" or the "Company") today announced that it has filed a Management Information Circular ("Information Circular") and related voting materials in connection with the annual and special meeting of Shareholders to be held on May 17, 2019 (the "Meeting"). The purpose of the Meeting is to approve the definitive arrangement agreement (the "Arrangement Agreement") under which HEXO Corp ("HEXO") (TSX: HEXO; NYSE-A: HEXO) will acquire, by way of a plan of arrangement under the Business Corporations Act (Ontario), all of Newstrike's issued and outstanding common shares in an all-share transaction (the "Transaction").

Meeting materials will be delivered by mail to Newstrike shareholders of record at the close of business on April 12, 2019, who are entitled to receive notice of and vote at the Meeting. The meeting materials are also available on SEDAR at www.sedar.com.

Your vote is important. Newstrike encourages shareholders to read the meeting materials in detail. Proxy or voting instructions from Newstrike shareholders must be received by no later than 2:00 p.m. (Toronto time) on May 15, 2019.

HEXO has entered into irrevocable hard voting support agreements with certain of Newstrike's directors and officers, along with certain other shareholders of Newstrike, representing in aggregate 38.3% of Newstrike's issued and outstanding common shares.

Upon the completion of the Arrangement, the combined HEXO and Newstrike business is expected to be a market leader as one of the largest cannabis-based companies by consumer access and product supply in Canada. The combined entity will be well positioned to offer a diversity of products for multiple applications and increasing competitiveness. In addition to these strategic benefits, it is expected that the combined entity will deliver significant cost savings through operational and infrastructure synergies.

Recommendation of the Board of Directors

The board of directors of Newstrike has reviewed the terms and conditions of the Arrangement Agreement. After careful consideration of, among other things, the recommendations and reasons of the Newstrike Special Committee (as defined in the Information Circular), the Fairness Opinion (as defined in the Information Circular), advice of legal and financial advisors and such other matters as it considered relevant, the board of directors of Newstrike has unanimously determined that the execution, delivery and performance of the Arrangement Agreement is in the best interests of Newstrike and the Arrangement Agreement is fair to the Newstrike shareholders.

Accordingly, the board of directors of Newstrike unanimously recommends that the Newstrike shareholders vote in favour of the Transaction.

If you have questions or require more information with regard to the procedures for voting, please contact TSX Trust Company, by telephone at 1-866-600-5869 (toll free in North America) or 416-342-7091, by facsimile at 416-361-0470 or by email at tmxeinvestorservices@tmx.com.

About Newstrike and Up Cannabis

Newstrike is the parent company of Up Cannabis Inc., a licenced producer of cannabis that is licenced to both cultivate and sell cannabis in all acceptable forms. Newstrike, through Up Cannabis and together with select strategic partners, including Canada's iconic musicians The Tragically Hip, is developing a diverse network of high quality cannabis brands. For more information, visit http://www.up.ca ; or http://www.newstrike.ca

Forward-Looking Information

This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Newstrike to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements in this news release include, but are not limited to: statements with respect to the completion of the Transaction and the timing for its completion; the satisfaction of closing conditions which include, without limitation (i) required Newstrike shareholder approval, (ii) necessary court approvals in connection with the plan of arrangement, (iii) receipt of any required approvals under the Competition Act, (iv) certain termination rights available to the parties under the Arrangement Agreement, (v) HEXO obtaining the necessary approvals from the TSX and the NYSE American for the listing of its common shares in connection with the Transaction (vi). Newstrike receiving approval for the delisting of its shares on the TSX-V and (vii) other closing conditions, including compliance by HEXO and Newstrike with various covenants contained in the Arrangement Agreement.  Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.

Actual results could differ materially from those currently anticipated due to a number of factors and risks. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date.

Newstrike does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.

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.

SOURCE Newstrike Brands Ltd.

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For further information: Newstrike Investor Relations, 1-877-541-9151, ir@newstrike.ca; Jay Wilgar, CEO, Newstrike Brands, (905) 844-8866



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