INVICTUS MD STRATEGIES CORP. GENE:CA IVITF and Poda Technologies Ltd. (“Poda”) are pleased to announce the completion of the plan of arrangement to give effect to the spinout transaction (the “Arrangement”), as previously announced on August 21, 2018. The arrangement agreement between Invictus and Poda dated September 10, 2018, sets out the terms of the Arrangement. The Arrangement was voted on and approved by the Company’s shareholders at its 2018 Annual General and Special Meeting of Shareholders, held on October 18, 2018.

Pursuant to an arrangement agreement dated Sept. 10, 2018, an annual
general meeting of shareholders of the company on Oct. 18, 2018, and the final
court order issued by the Supreme Court of British Columbia on Oct. 23, 2018,
Invictus MD Strategies Corp. has completed a plan of arrangement under Section
288 of the Business Corporations Act (British Columbia). The plan of
arrangement was completed on Nov. 8, 2018, and has resulted in the Invictus
spinning out its wholly owned subsidiary, Poda Technologies Ltd.

The arrangement was completed pursuant to letters of transmittal. Pursuant
to the arrangement, Invictus will: (i) subdivide the common shares of Poda such
that the number of Poda shares following the subdivision are equal to the number
of company shares; (ii) eliminate the Class A preferred shares in the capital
of the company; (iii) alter the Invictus shares by changing their identifying
name to Class A common shares (the old Invictus shares); and (iv) create an
unlimited number of common shares without par value (the new Invictus shares).
Each issued Invictus share will be exchanged for one new Invictus share and one
Poda share.

No Poda shares will be listed for trading on the exchange.

The plan of arrangement is fully described in Invictus’s information
circular dated Sept. 14, 2018.

Substitutional listing

In accordance with the above-referenced arrangement, Invictus shareholders
who previously held common shares (the old Invictus shares) will have their old
Invictus shares redesignated as Class A common shares and exchanged on a
one-for-one basis for a new class of common shares (the new Invictus shares).
Accordingly, the new Invictus shares will be listed on the exchange at the
market opening, Wednesday, Nov. 15, 2018.

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