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Discover Wellness Solutions Signs M.O.U. With Quad Play To Enter Thailand’s Deregulating Hemp Extract Market

Calgary, Alberta, March 2, 2021 – Discover Wellness Solutions Inc. (formerly RMMI Corp.) (“Discover Wellness”, “DWS” or the “Company”) (CSE: WLNS), a licensed producer and processor under the Cannabis Act (Canada), is pleased to announce that it has entered into a Memorandum of Understanding on Co-operation on Arrangement of Hemp Business in Thailand with Quad Play (“QP”) of Thailand (the “MOU”). Thailand is an attractive market for Discover Wellness as it is the first country globally to deregulate hemp-derived oils and extracts which allows it to be included in consumer product goods. The MOU is the first step in DWS and QP creating a joint business for the development and marketing of consumer-packaged goods infused with hemp extracts for the Asian market, including wellness, food, beverage and cosmetics products.

Under the terms of the MOU QP would import high-potency hemp seeds from DWS for distribution and cultivation in Thailand. QP will become an exclusive supplier of DWS seeds in Thailand. The agreement is subject to an initial trial order of 20,000 seeds. Upon successful completion of the trial order, QP will pre-purchase 200,000 seeds (US$200,000 value) and in return DWS will receive a 4% equity interest in QP. Additionally, DWS has a Right of First Refusal (“ROFR”) to acquire control of QP once regulations in Thailand allows for control by foreign companies.

QP will arrange for cooperation with producers in Thailand of medicine, food and drinks products who wish to incorporate hemp oils and extracts in their products. By this arrangement, DWS can use Thailand as a base for distributing seeds, cultivating and producing DWS’s products for sales in Thailand domestically and internationally.

Effective, January 29, 2021, the Thai government amended its hemp regulations. Under its new definition hemp with <1% THC can now be imported, exported and used for government, industrial, medical and research purposes.

“We view this arrangement as a first step for Discover Wellness’ global distribution strategy into the fast-growing food and beverage markets of Asia, a potential $5.8 billion market by 2024 according to Prohibition Partners. We are excited to be working with QP as our exclusive partner and leverage their deep relationships with traditional consumer packaged goods companies within Thailand and the broader Asian market.” commented Peter Cheung, Interim Chief Executive Officer and Chief Financial Officer.

Key points from the MOU

The QP and DWS have the intention to co-operate and develop Hemp industry in Thailand to become the bio medical hub that produces a variety of hemp products, such as medical, food, beverages, and cosmetic products, for domestic and export to Regional Comprehensive Economic Partnership (“RCEP”) and global markets.

Cooperation Plan

  1. QP to become the exclusive supplier of DWS seeds in Thailand.
  2. The agreement will be subject to an initial order of 20,000 seeds.
  3. QP to pre-purchase 200,0000 seeds (value of US$200,000) for 4,000 shares in QP that represents a 4% equity interest on a fully diluted basis in QP (“Equity Interest”). The Pre-Purchase and Equity Interest is subject to a successful Trial Order.
  4. After the initial 200,000 seeds, QP to pay on a per seed basis and Discover Wellness has the option to convert those amounts into additional equity of QP to a maximum allowed under foreign ownership rules currently at 33%.
  5. Discover Wellness shall have the ROFR to acquire control of QP once regulations in Thailand allows for control by foreign companies.

QP and DWS are working diligently on completing the detailed implementation plan to be in line with the timeframe agreed and prepare a Joint Venture Agreement. The Company will provide updates from time-to-time in due course.

Quad Play (Thailand) Co. Limited
Quad Play is a Thai registered company with several licensed entities in the cannabis and hemp ecosystem. Quad Play recently signed a Memorandum of Agreement with Walailak University. Quad Play’s wholly owned subsidiary Jai Sai currently has 2 licensed traditional Thai medical clinics with plans to roll out many more nationwide, they will form one of the main distribution channels for QP and DWS products. Quad Play will become a leader in developing genetics, cultivation, extraction technology, and production of bio medical products, for food, beverage, and health products for domestic market, and ultimately export to Regional Comprehensive Economic Partnership (RCEP) and global markets.
http://www.quadplay.co.th/en/Home/Index

Discover Wellness Solutions Inc.
Discover Wellness (formerly RMMI Corp.) is a Canadian company licensed, through its subsidiary, to cultivate, produce, process and sell cannabis in various forms. The Company’s vision is to enhance shareholder value by establishing cost leadership in hemp processing and CBD extraction coupled with a global distribution strategy.

More information about WLNS is available online at https://discoverwellness.solutions/

Contact Information:
Manish Grigo, Chief Strategy Officer
mgrigo@discoverwellnesssolutions.ca
416-569-3292

Peter Cheung, Interim Chief Executive Officer and Chief Financial Officer
ir@discoverwellnesssolutions.ca

Terry Uppal
+1-888-228-5128

Certain information set forth in this news release contains forward-looking statements or information (“forward-looking statements“). By their nature, forward-looking statements  are  subject  to  numerous  risks  and  uncertainties,  some  of  which  are  beyond  the  Company’s  control, including the impact of general economic conditions, industry conditions, volatility of commodity prices,  currency  fluctuations,  environmental  risks,  operational  risks,  competition  from  other  industry  participants, stock market volatility, and  the  ability  to  access  sufficient  capital  from  internal  and  external  sources.  Although the Company believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate.  Those factors and assumptions are based upon currently available information.  Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure documents available at www.sedar.com.  Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.  The forward-looking   statements   contained   in   this   document   are   expressly   qualified   by   this   cautionary   statement.  Trading in the securities of WLNS should be considered highly speculative.

— Discovery Wellness Solutions (ticker – WLNS:CSE)

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Eason Chen is a chartered professional accountant with over 15 years of experience in corporate governance, corporate finance, financial reporting, Canadian and cross-border listings. He previously held senior managerial position at Ernst & Young LLP, MNP LLP and numbers of public listed companies. He is currently a CFO of a public listed company on the Canadian Securities Exchange and the chairman of audit committee of a public listed company on London Stock Exchange.

Eason Chen, CPA, CA

Eugene is a partner at Shea Nerland LLP, with over 20 years experience as a securities, corporate finance and mergers & acquisitions lawyer. He acts for and is a trusted advisor to emerging and growth-oriented companies on corporate finance, securities and mergers & acquisition matters. Eugene has provided extensive advice on initial public offerings, private placements, take-over bids, stock exchange listings, shareholder and proxy related matters, securities reporting, regulatory compliance and mergers & acquisitions.

EUGENE CHEN, B.SC., LLB

Dave is a senior financial executive with over 35 years of experience. His career includes leadership roles in financial reporting, capital markets and risk management in public and private companies in Canada, the US and internationally. Mr. Guebert is a CPA, CA (Alberta), and has his CPA designation in Pennsylvania. He has served as CFO of a number of public and private enterprises and is a longstanding director of Merus Labs, a specialty bio-pharmacy company listed on the TSX and NASDAQ exchanges. Dave is also a director of Legend Power Systems listed on the TSX-V.

DAVE GUEBERT, CPA, CA

Tony is an expert in the health and benefits insurance industry. With over 25 years of experience, Tony brings a unique perspective to the Discover Wellness Solutions Board of Directors. Tony is the founder and President of Fairfield, Watson & Lewis Inc., one of the largest independent employee benefit consulting firms in Western Canada; the President of FWC Benefits Inc., a health and dental claims payment company; and President of Benefit Evolution Advisory, a recently-acquired, Edmonton-based employee benefits consulting firm.

TONY FAIRFIELD

Surinder is a talented plant scientist and researcher with over 10 years of experience. He manages the scientific, research and technological operations of Discover Wellness Solutions. Surinder received his Ph.D. from McGill University and has served as a plant scientist at the University of Saskatchewan. He has received numerous awards, a patent on a brewing-process, and is widely recognized in the field of plant molecular biology and biochemistry. He is experienced in the study and practical application of cannabis cultivation and cannabis oil extraction.

DR. SURINDER SINGH, B.SC., M.S., PH.D.

Chief Scientist

Manish has over 12 years experience in the capital markets. Over ten years as an Equity Research Analyst with various boutique investment banking firms in Toronto; where he covered a wide range of sectors ranging from Technology, Gaming, FinTech and Telcos. He also spent a year with a gold mining company as their Investor Relations and Corporate Development Director. Manish has an MBA in Finance from Cardiff University and B.Com (honors) from Delhi University. He has also completed his CFA.

MANISH GRIGO

Chief Strategy Officer

Sunny has nearly a decade of experience in quality assurance and regulatory management in the international pharmaceutical products industry. Sunny received his Master of Pharmacy in 2008 and served as a research scientist for a number of years.

SUNNY DABAS, B.PHARM., M. PHARM.

QUALITY ASSURANCE MANAGER

Peter is a senior financial professional who brings over 20 years and over 40 billion dollars worth of experience to Discover Wellness Solutions in accounting, treasury, corporate finance, mergers and acquisitions, strategic planning, governance, operations and investment banking. Peter was most recently CFO and Corporate Secretary of Ceiba Energy Services Inc. (TSX-V) and the VP Finance and CFO of Petrobank Energy & Resources Ltd (TSX). Peter is passionate about his community and has served on a number of for-profit and not-for-profit Boards.

PETER CHEUNG - CPA, CA

INTERIM CEO AND CFO

Peter is a senior financial professional who brings over 20 years and over 40 billion dollars worth of experience to Discover Wellness Solutions in accounting, treasury, corporate finance, mergers and acquisitions, strategic planning, governance, operations and investment banking. Peter was most recently CFO and Corporate Secretary of Ceiba Energy Services Inc. (TSX-V) and the VP Finance and CFO of Petrobank Energy & Resources Ltd (TSX). Peter is passionate about his community and has served on a number of for-profit and not-for-profit Boards.

Mike Stuart

Head of Sales , Intel