GEA Technologies and DropLeaf Jointly Announce a Letter Agreement for a Proposed Merger

  GEA Technologies and DropLeaf Jointly Announce a Letter Agreement for a
  Proposed Merger

Business Wire

CALGARY, Alberta -- June 9, 2017

GEA Technologies Ltd. (NEX:GEA.H) (“GEA” or the “Company”), an Alberta
corporation, and DropLeaf LLC (“DropLeaf”), a limited liability company
governed by the laws of Nevada, are pleased to announce that they have entered
into a letter of intent for the purpose of merging their businesses (the
“LOI”). DropLeaf has the exclusive right to grant licenses to producers and
processors to develop branded strains of cannabis, infused and edible cannabis
consumables, as well as ancillary products such as clothing, paraphernalia,
posters, and other products under the Julian Marley, JuJu Royal Ultra Premium
Cannabis brand. JuJu Royal is a brand created for and inspired by Julian
Marley, Reggae Musician and son of the world renowned Bob Marley.

Description of the Transaction

The LOI contemplates GEA acquiring all of the outstanding shares of DropLeaf
in exchange for shares of GEA. Following completion of the transaction, GEA’s
core business would become the business of DropLeaf and GEA will continue
doing business as “International Cannabrands” and undergo a name change in the
future.

The transaction is in the early stages and a number of conditions need to be
met before GEA and DropLeaf can complete a transaction, including but not
limited to: entering into a definitive agreement to merge, the completion of
due diligence, obtaining the necessary shareholder approvals of the DropLeaf
shareholders, the acceptance for listing on the Canadian Stock Exchange
(“CSE”) and the concurrent delisting from the TSX Venture Exchange, as well as
approvals of other applicable regulatory authorities.

The LOI currently contemplates GEA entering into a definitive agreement prior
to June 21, 2017, to complete a three-cornered amalgamation and share exchange
or similar transaction (the “Proposed Transaction”). In accordance with the
Proposed Transaction, DropLeaf will be reorganized as a corporation under the
laws of Delaware and GEA is expected to issue common voting shares (“GEA
Common Shares”) and preferred voting shares (“Preferred Shares”) in exchange
for all of the shares of DropLeaf. Assuming that no additional shares of
DropLeaf are issued other than as contemplated under the LOI, the former
DropLeaf shareholders will own approximately 95% of the outstanding GEA shares
on an as-converted basis (non-diluted) following completion of the Proposed
Transaction. The Proposed Transaction is expected to be accounted for as a
reverse take-over.

In connection with the Proposed Transaction, DropLeaf and GEA have entered
into a finders fee agreement whereby the finder group will receive, at
Closing, a finders fee equal to 5% of the aggregate securities issued pursuant
to the Proposed Transaction for efforts made in introducing the parties and
facilitating the Proposed Transaction.

Pursuant to the LOI, during the interim period prior to execution of a
definitive agreement, GEA and DropLeaf have agreed to deal exclusively with
each other in order to pursue the Proposed Transaction. The LOI may be
terminated by either party in certain circumstances, including if the
definitive agreement is not executed prior to June 21, 2017, or ultimately if
the Proposed Transaction is not completed by September 30, 2017.

About DropLeaf Inc.

DropLeaf, a private limited liability Nevada company, was founded in 2014 for
the purpose of licensing the JuJu Royal Ultra Premium Cannabis brand to
producers and processors to develop branded strains of cannabis, infused and
edible cannabis consumables, as well as ancillary products such as clothing,
paraphernalia, posters, and other products. DropLeaf maintains its head office
and operations in Denver, CO and derives its revenue from licensing and other
fees and royalties generated from the various licensees who ultimately
distribute and sell the products.

JuJu Royal is a brand created for and inspired by Julian Marley, Reggae
Musician and son of the world renowned Bob Marley. Julian Marley is an
authentic representation of Rastafarian culture, reggae music and cannabis
culture. The brand encompasses all of these elements and leverages the natural
connection between the artist, Julian Marley, reggae music, and cannabis which
DropLeaf believes will allow it to capture a significant share of the branded
cannabis market. In 2014, DropLeaf obtained an exclusive, worldwide license to
use Julian’s name and image for cannabis, cannabis edibles, other derivatives,
and branded merchandise relating to cannabis, including but not limited to
clothing, posters and rolling papers. Provided DropLeaf is in compliance with
the terms of the license agreement (including royalty payments), the license
agreement provides DropLeaf with an initial term of up to 20 years and a 40
year continuing right of first refusal to match any third party offer to
license the brand, which could potentially extend the license term to a period
of 60 years.

To date, DropLeaf has secured key sublicense agreements in Alaska, California,
Colorado, Oregon, Washington and Puerto Rico with plans to further exploit the
expanding market in the state legalized cannabis industry for both medical and
recreational uses. The current sub licensing agreements are for products such
as cannabis flower (including traditional and popular strains as well as 4
unique, exclusive strains), concentrates, disposable vape pens and cartridges
and edibles. DropLeaf also has a sublicense agreement with a company that
produces products containing cannabidiol (CBD) (a non-psychoactive chemical
compound found in cannabis). The agreement provides the company with the right
to sell branded CBD products throughout the US and worldwide.

Since inception, DropLeaf has raised approximately US$1,370,0000 in private
capital which has been used to establish the initial sales, marketing and
advertising strategies, protect intellectual property (such as trademarks) and
establish the company’s operations in Denver.

Antonio Ruggieri, GEA President, stated: “After reviewing and analyzing
numerous proposals in various market sectors, GEA is moving forward with
DropLeaf and the Julian Marley brand. We have determined that this would be in
the best interest of the company. As part of our due diligence, we explored
the cannabis market from seed to sale. We strongly believe that packaging,
distribution and brand recognition will become more prominent in this industry
and lead to greater differentiation and success. We are excited to associate
ourselves with DropLeaf who already have existing sales in the legal
recreational market and who have developed a strong business relationship with
some of the leading and most reputable growers, processors and producers in
the US market.”

Travis Belcher, DropLeaf Founder and CEO, stated: “Our vision is to provide
the best products in the cannabis retail market while maintaining our
humanitarian stance within as well as outside of the industry. As the face of
JuJu Royal, Julian Marley is an incredible person and an authentic
representation of Rastafarian culture, reggae music and cannabis culture.
Julian, also known as JuJu, has a worldwide audience and name recognition as a
result of the sale of three successful albums, his  efforts to use his music
sales and cannabis advocacy to help poor and infirmed peoples in many
countries, as well as the broad fame of his father.”

Additional Financing

In addition to approximately $500,000 of working capital that the combined
entity will have at the time of closing, DropLeaf may conduct an equity
financing of up to US$1 million by way of a private placement, which will be
completed concurrently with the completion of the Proposed Transaction.

There can be no assurance that the Proposed Transaction will be completed as
proposed or at all. GEA and DropLeaf will provide further disclosure by way of
press releases and updates as such additional information becomes available.

The LOI currently contemplates the execution of a definitive agreement on or
before June 21, 2017. Should a definitive agreement be executed, the Proposed
Transaction is anticipated to close prior to the end of August, 2017.

All information contained in this news release with respect to GEA and
DropLeaf was supplied by the parties respectively for inclusion herein.

About GEA

GEA is a technology company with licensed rights to a wireless technology able
to provide high-speed, self-healing networks in remote locations. A successful
transaction with DropLeaf would involve the disposition by GEA of its
technology assets.

Completion of the transaction is subject to a number of conditions, including
but not limited to CSE acceptance. 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.
Trading in the securities of GEA should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the contents of
this press release.

Forward-Looking Statements

This news release contains forward-looking statements relating to the timing
and completion of the Proposed Transaction, the future operations of GEA and
other statements that are not historical facts. Forward-looking statements are
often identified by terms such as “will,” “may,” “should,” “anticipate,”
“expects” and similar expressions. All statements other than statements of
historical fact, included in this release, including, without limitation,
statements regarding the Proposed Transaction and the future plans and
objectives of GEA, are forward looking statements that involve risks and
uncertainties. There can be no assurance that such statements will prove to be
accurate and actual results and future events could differ materially from
those anticipated in such statements. Important factors that could cause
actual results to differ materially from GEA's expectations are risks detailed
from time to time in the filings made by GEA with securities regulations.

The reader is cautioned that assumptions used in the preparation of any
forward-looking information may prove to be incorrect. Events or circumstances
may cause actual results to differ materially from those predicted, as a
result of numerous known and unknown risks, uncertainties, and other factors,
many of which are beyond the control of GEA. As a result, GEA cannot guarantee
that the Proposed Transaction will be completed and that any forward-looking
statement will materialize and the reader is cautioned not to place undue
reliance on any forward-looking information. Such information, although
considered reasonable by management at the time of preparation, may prove to
be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly
qualified by this cautionary statement. The forward-looking statements
contained in this news release are made as of the date of this news release
and GEA will update or revise publicly any of the included forward-looking
statements as expressly required by Canadian securities law.

View source version on businesswire.com:
http://www.businesswire.com/news/home/20170609005116/en/

Contact:

GEA Technologies Ltd.
Antonio Ruggieri, 403-703-8395
President  and CEO
tonyr@abeng.ca
or
DropLeaf, Inc.
Jeffrey Britz, 201-394-7882
President
jeffrey@jujuroyal.net
www.jujuroyal.net
Press spacebar to pause and continue. Press esc to stop.