Tilting Capital Corp. Announces Proposed Transaction with MMJ Bioscience Inc.

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Tilting Capital Corp. (the "Corporation" or "Tilting") (TSX VENTURE:TLL.H) is
pleased to announce that it has entered into a non-binding letter of intent
dated April 8, 2014 (the "LOI") with an arm's length private company, MMJ
Bioscience Inc. ("MMJ Bioscience"). Pursuant to the LOI the Corporation, subject
to entering into a definitive agreement (the "Transaction Agreement"), has
agreed to combine with MMJ Bioscience by way of a share exchange, merger,
amalgamation, arrangement, or other similar form of transaction (the
"Transaction") whereby the Corporation will acquire all of the issued and
outstanding common shares of MMJ Bioscience ("MMJ Shares") through the issuance
of Tilting Shares (as defined below). The exchange ratio will be determined by
negotiation between the parties following completion of the respective parties
due diligence. The Transaction is an arm's length transaction and, when
completed, may be considered to be a reverse takeover for the purposes of the
TSX Venture Exchange (the "TSXV"). For the purposes of this press release, the
term "Resulting Issuer" means the Corporation upon completion of the
Transaction.


About MMJ Bioscience

MMJ Bioscience is a privately held company based in Duncan, British Columbia,
incorporated under the Business Corporations Act (British Columbia). MMJ
Bioscience was formed in 2013 for the purpose of development and production of
marihuana for medical purposes. Through the acquisition of what is now a wholly
owned subsidiary, MMJ Bioscience has developed multiple proprietary Medicinal
Marihuana Strains containing high ratios of Cannabidiol (CBD). MMJ Bioscience is
a fully integrated biotechnology company focussed on large scale production,
research and development of cannabis-based medicinal products including, but not
limited to, Phytoceuticals, Nutraceuticals, Medicinal Marihuana varieties and
ancillary applications. Presently, MMJ Bioscience operates a 14,000 sq ft
growing and laboratory facility in Duncan, BC and has secured the out-right
purchase of a large scale, growing facility in Western Canada that will be under
development in May 2014. The modern agriculture facility consisting of 62,000
sq. ft. sits on the 18-acre site that has the ability to expand growing
facilities and other infrastructure. In addition to its domestic strategy, MMJ
Bioscience has made inroads into International markets for Medicinal Marihuana
and Cannabis-based products. MMJ Bioscience is actively and aggressively
pursuing growth through external acquisitions of facilities, technologies and
producers. 


Financial Advisor

Canaccord Genuity Corp. ("Canaccord") is acting as exclusive financial advisor
with respect to the transaction and has agreed to act as sponsor pursuant to the
sponsorship policies of the TSX Venture Exchange Inc. (the "Exchange" or the
"TSX-V"). Canaccord's agreement to act as TSX-V sponsor is subject to completing
due diligence.


General

MMJ Bioscience has made application for a medical marihuana licence under the
Marihuana for Medical Purposes Regulations ("MMPR"). A letter dated January 21,
2014, from Health Canada stated, "We have reviewed your application and note
from the information and documentation that you have provided to us your
proposal meets the requirements of the quality assurance pre-licensing report
and record keeping requirements of the MMPR." The issuance of the license is
subject to verification by Health Canada of compliance and security clearance of
key personnel. MMJ Bioscience anticipates the grant of the licence prior to
completion of the Transaction. There is no assurance that the licence will be
granted.


This is an initial press release. The Corporation plans to issue a further press
release once it has entered into the Transaction Agreement to provide, among
other things, selected financial information respecting MMJ Bioscience and the
Transaction.


Trading in Tilting Shares on the TSXV is halted and will remain so until the
documentation required by the TSXV has been reviewed and accepted by the TSXV.


Reader Advisory

Certain information set forth in this news release contains forward-looking
statements or information ("forward-looking statements"), including details
about the Transaction. By their nature, forward-looking statements are subject
to numerous risks and uncertainties, some of which are beyond the Corporation's
control, including the impact of general economic conditions, industry
conditions, volatility of commodity prices, currency fluctuations, environmental
risks, operational risks in exploration and development, competition from other
industry participants, stock market volatility, the risks that the parties will
not proceed with the Transaction, that the ultimate terms of the Transaction
will differ from those that currently are contemplated, and the ability to
access sufficient capital from internal and external sources. Although the
Corporation 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. As such, 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. The 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
Corporation 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.


Completion of the Transaction is subject to a number of conditions, including
but not limited to, TSXV acceptance and shareholder approval. The Transaction
cannot close until the required shareholder approval is obtained. There can be
no assurance that the Transaction will be completed as proposed or at all. 


Canaccord Genuity Corp., subject to completion of satisfactory due diligence,
has agreed to act as sponsor to the Corporation in connection with the
Transaction. An agreement to sponsor should not be construed as any assurance
with respect to the merits of the Transaction or the likelihood of completion.


Investors are cautioned that, except as disclosed in the management information
circular to be prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be accurate or
complete and should not be relied on. Trading in the securities of Tilting
Capital Corp. should be considered highly speculative.


Neither the NEX Board nor the TSX Venture Exchange Inc. has in any way passed
upon the merits of the proposed transaction and has neither approved or
disapproved the contents of this press release.


All information contained in this press release with respect to the Corporation
and MMJ was supplied by the Corporation and MMJ, respectively, for inclusion
herein.


This news release is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States or to or for the
account or benefit of U.S. persons (as such terms are defined in Regulation S
under the United States Securities Act of 1933, as amended (the "U.S. Securities
Act")), absent registration or an exemption from registration. The securities
offered have not been and will not be registered under the U.S. Securities Act
or any state securities laws and, therefore, may not be offered for sale in the
United States, except in transactions exempt from registration under the U.S.
Securities Act and applicable state securities laws.


Neither the NEX Board, the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this press release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Tilting Capital Corp.
Scott P. Hayduk
(403) 444-7845
Tilting Capital (TSXV:TLL.H)
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