Early Warning Report Filed Pursuant to National Instrument 62-103

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Vancouver, British Columbia–(Newsfile Corp. – June 10, 2020) –  This press release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the acquisition of securities of Brand X Lifestyle Corp. (CSE: BXXX) (“BrandX” or the “Company“) by Mr. Arni Johannson (“Mr. Johannson” or the “Acquiror“).

The Acquiror announces that, on January 15, 2020, Mr. Johannson purchased 2,000,000 units of BrandX (“Units“) at a purchase price of $0.05 per Unit. Each Unit consisted of one common share of the Company (“Common Share“) and one warrant of the Company exercisable into one Common Share for a period of two years at a price of $0.175 per share (“Warrant“). The Units were issued from treasury by BrandX, pursuant to a private placement, all as previously disclosed by the Company by press release on January 15, 2020 (the “January Private Placement“).

Prior to the January Private Placement, the Acquiror owned or had control or direction over an aggregate of 2,528,000 Common Shares representing approximately 3.43% of the Company’s issued and outstanding Common Shares. At that date, Mr. Johannson also owned or had control or direction over options to acquire up to 175,000 Common Shares (“Options“).

After giving effect to the issuance of Common Shares by the Company to Mr. Johannson pursuant to the January Private Placement, Mr. Johannson owned or had control or direction over an aggregate of 4,528,000 Common Shares representing approximately 7.78% of the Company’s outstanding Common Shares. Assuming the exercise in full of the Options and the Warrants held by the Acquiror, the Acquiror would have owned or had control or direction over an aggregate of 6,703,000 Common Shares representing approximately 10.32% of the Company’s Common Shares.

On March 30, 2020, BrandX effected a share consolidation on the basis of two old shares for one new share. As a result, the Acquiror’s holdings were reduced to 2,284,000 Common Shares, 1,000,000 Warrants and 87,500 Options.

On May 1, 2020, the Acquiror acquired 250,000 Options, each Option is exercisable into one Common Share at an exercise price of $0.14, for a period of 5 years.

The Acquiror further announces that on May 20, 2020, Mr. Johannson, in joint tenancy, purchased 40,000 Units at a purchase price of $0.10 per Unit. Each Unit consisted of one Common Share and one Warrant exercisable into one Common Share for a period of one year at a price of $0.35 per share. The Common Shares were issued from treasury by BrandX, pursuant to a private placement, all as previously disclosed by the Company by press release on May 20, 2020 (the “May Private Placement” and together with the January Private Placement, the “Private Placements“).

After giving effect to the issuance of Units by the Company to Mr. Johannson pursuant to the Private Placements, Mr. Johannson owns or has control or direction over an aggregate of 2,304,000 Common Shares representing approximately 5.98% of the Company’s outstanding Common Shares. Assuming the exercise in full of the Options and the Warrants, the Acquiror would own or have control or direction over an aggregate of 3,681,500 Common Shares representing approximately 8.73% of the Company’s Common Shares.

The Acquiror acquired the securities of BrandX for investment purposes and may, depending on market and other conditions, increase, decrease or change his beneficial ownership over the Units or other securities of the Company through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.

A copy of the Early Warning Report filed under applicable securities laws is available under the Company’s profile on SEDAR (www.sedar.com). A copy of such report may also be obtained by contacting the Company, at lisa@canadiannexus.com.

The name and address of the “Acquiror” filing the report is:
Arni Johannson
928 – 1030 West Georgia Street
Vancouver, BC

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/57642