GrowLife Inc. announced that Organic Growth International, LLC has entered into a series of agreements with CEN Biotech Inc., subject to the approval of the GrowLife Board of Directors. GrowLife currently has a 45% ownership interest in OGI, with conditions under which it can gain majority interest. CEN Biotech, working under the inspection and authority of Health Canada, has completed the extraordinary governmental processes in Canada to receive approval to begin constructing their medical marijuana facility in the City of Lakeshore, Ontario, Canada.

The facility has undergone extensive vetting by authorities to ensure strict compliance and facility security requirements of Canadian Government and provincial requirements in Canada. Importantly, the facility has been graciously embraced by the town of Lakeshore and the Windsor Essex Economic Development Authorities as a most desirable source of jobs and economic activity for this highly agricultural region. This production facility is expected to have the capacity to produce up to 1.3 million pounds of dried medical marijuana annually, and the total may include capacity that is set aside for import and export.

While facility construction has commenced, as of the date of this release CEN Biotech has to next secure the final and formal permissions to grow, harvest, package, and sell medical marijuana in Canada or for export. Through a series of agreements, OGI facilitated a 25% equity position in CEN Biotech which is in addition to the ownership interest in certain licensing fees from CEN Biotech held through OGI, along with a shared right to revenue sharing of 7.7% of all gross payments received by CEN Biotech. In addition, GrowLife and its affiliates will serve as CEN Biotech's exclusive supplier of legal cannabis growing equipment for the entire term of the shared ownership, subject to certain limitations.

Furthermore, if and when CEN Biotech achieves cumulative manufacturing and sales volume of one million pounds of cannabis, OGI will be entitled to a $100 million payment. In exchange for the rights listed above, and others, GrowLife will issue to designated CEN Biotech shareholders a total of 235,294,118 shares of restricted GrowLife common stock, the equivalent of $40 million at $0.17 per share, after CEN Biotech is formally approved to produce and harvest cannabis by the appropriate Canadian authorities. The shares will be issued only if CEN Biotech receives final approval to grow and sell marijuana as currently planned, which means any issuance will likely be months in the future and closer to when there are revenue opportunities for CEN Biotech and therefore GrowLife.

If these shares are ultimately issued, GrowLife will be obligated to register them under applicable federal and state securities laws. This contingent issuance is also subject to the GrowLife shareholders increasing the authorized common stock at the upcoming special meeting of shareholders.