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Sumtra Diversified Inc. Provides Update on Proposed Reverse Takeover Transaction with MJardin Group

Sumtra Diversified Inc. Provides Update on Proposed Reverse Takeover Transaction with MJardin Group

TORONTO, May 24, 2018 (GLOBE NEWSWIRE) -- Sumtra Diversified Inc. (“Sumtra” or the “Company”) (NEX:SDV.H) today announced that further to its press release of January 10, 2018, it wishes to provide an update on its proposed reverse takeover transaction (the “Transaction”) with MJardin Group (“MJardin”).  Sumtra and MJardin have agreed to an amendment to the terms of the previously announced binding letter of intent (the “LOI”) in order to extend the time required to finalize the terms of the Transaction and enter into the definitive agreement until June 30, 2018.  The amended LOI also provides that a “break fee” of C$200,000 shall be payable to Sumtra in certain circumstances as described in the amended LOI, a copy of which is available on Sumtra’s SEDAR profile at www.sedar.com.  All other terms of the LOI remain in effect.

The closing of the Transaction is subject to the execution of definitive documentation, the completion of due diligence, and the receipt of all necessary regulatory, shareholder and third party consents and approvals. The Transaction is expected to close in or around September 2018.

About MJardin Group

MJardin​ ​​is​ ​a​ ​highly​ ​specialized​ ​professional​ ​operating​ ​company​ ​that​ ​operates more licensed cultivation, processing and retail cannabis facilities than any other party in the sector throughout North America. ​​MJardin​ ​provides​ ​turnkey​ ​cannabis​ ​cultivation, processing and distribution solutions​ ​including​ ​licensure​ ​support,​ ​facility​ ​design,​ ​systems​ implementation,​ ​facility​ ​ramp-up​ ​and​ ​the day-to-day​ ​operational​ ​management​ ​required​ ​in​ ​a​ ​large-scale, professionally​ ​managed​ ​cannabis​ ​facility. MJardin is headquartered in Denver, Colorado with an additional office in Toronto, Ontario. For​ ​more​ ​information, ​​please​ ​visit​ MJardin.com​.

Further Information

Sumtra and MJardin will provide further details in respect of the Transaction including a summary of material terms thereof once definitive agreements have been entered into.  Trading in the Sumtra Shares has been halted pursuant to the policies of the TSXV and the Company expects that trading will remain halted pending the completion of the Transaction. 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.

No stock exchange has in any way passed upon the merits of the Transaction or approved or disapproved the contents of this press release.

Forward Looking Information

This news release contains certain forward-looking statements that reflect the current views and/or expectations of management with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the Company's intention to negotiate for or complete the Transaction. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. In particular, there is no guarantee that the parties will successfully negotiate and enter into a definitive agreement or complete the Transaction contemplated herein, that the Company's due diligence will be satisfactory or that the Company will obtain any required shareholder or regulatory approvals. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

All information contained in this press release with respect to MJardin, its business and proposed corporate reorganization and financing was supplied by MJardin for inclusion herein. Sumtra has not conducted due diligence on the information provided and does not assume any responsibility for the accuracy or completeness of such information.

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