Valens GroWorks Arranges Convertible Note Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 19, 2017) - Valens GroWorks Corp. (CSE:VGW)(CSE:VGW.CN) (the "Company" or "Valens") reports that it has issued a convertible unsecured note (the "Note") to an outside director of the Company (the "Lender"), for an aggregate principal amount of $500,000. The CEO of the Company has personally guaranteed the prompt, punctual and full payment of the Note when due. Note proceeds will be used for the purposes of meeting Company expansion obligations and for general corporate purposes.

The Note will mature in one year and bear interest at 10% per annum from the date of funds advance until the earlier of the date the Note, together with all accrued interest, is repaid in full, and the date of completion of the Option Exercise (as defined below).

Prior to the date of closing of the next corporate financing (the "Financing"), the Lender has the option but not the obligation to exchange all or part of the Note and accrued interest (the "Option Exercise") into common shares of the Company ("Common Shares") under the same terms and conditions as, and as a participant in the Financing. The Lender accepts the risk that a Financing may not be completed. Any Common Shares issued will be subject to restrictions on transfer that may be imposed by regulatory authorities and underwriters.

The Company has indemnified and holds harmless the CEO for any liability incurred by him by reason of his execution of any personal guarantee for the Company's benefit (including but not limited to personal guarantees in connection with office or equipment leases, commercial loans or promissory notes).

About Valens GroWorks Corp.

Valens GroWorks Corp. is a CSE-listed company with an aggressive acquisition strategy in progress, providing management, consulting, testing and support services to domestic and international licensees, financing the expansion of fully licensed operations in Arizona, as well as the proposed buildout of final-review-stage applicant Royal Green Acres Manufacturing ("RGAM") under the Access to Cannabis for Medical Purposes Regulations ("ACMPR"). The Company seeks to acquire 100% of RGAM as proposed under a Letter of Intent announced April 4, 2017.

The Company has two wholly-owned subsidiaries based in the Okanagan Valley of British Columbia: 1) Valens Agritech Ltd. ("VAL"), a post-inspection applicant anticipating receipt of a Controlled Drugs and Substances Dealers Licence for the cultivation and processing of marijuana, and 2) Supra THC Services Inc. ("Supra"), a Health Canada Dealers-Licensed cannabis testing lab with an established scientific team supporting its operations, positioning to provide sector-leading analytical and proprietary services to Licensed Producers and ACMPR patients.

On behalf of the Board of Directors,

VALENS GROWORKS CORP.

Robert van Santen, Chief Executive Officer

Notice regarding Forward Looking Statements

This news release contains forward-looking statements. 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 is "anticipating", 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. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include statements regarding the use of proceeds from a proposed funding. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability to obtain any necessary financing; the economy generally; competition; regulation and anticipated and unanticipated costs and delays. The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation. Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. We seek safe harbor.