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March 28, 2019 News Release 150 150 Nass Valley Gateway

March 28, 2019 News Release

NEWS RELEASE                               


The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons without registration or applicable exemption from the registration requirement of such Act. This release does not constitute an offer for sale of such securities in the United States of America.

2019-03-28

Nass Valley Gateway Ltd. Announces that Trading of its Shares will Resume March 29, 2019

Nass Valley Gateway Ltd. (the “Nass Valley” or “Company”), listed on the Canadian Securities Exchange (“CSE”) under the trading Symbol “NVG” and on Deutsche Boerse Frankfurt under the trading Symbol 3NVN, is pleased to announce that after providing the necessary documentations for its announced fundamental change to the satisfaction of the CSE, its shares will resume trading on March 29, 2019.

The Company has completed the acquisition of two wholly owned subsidiaries Advanced Bioceuticals Limited (“ABL”), incorporated under the Laws of New Jersey and Pro-Thotics Technology Inc. (“PTI”), a New York corporation with a more than 25 year established business.  Through PTI the Company will continue to focus on expanding the sale of Durable Medical Equipment (“DME-Products”) and increasing its database of more than 200,000 patients with service of providing relief from pain and medical issues via its DME-Products.  Through ABL the Company is determined to develop a business of hemp based Cannabidiol (CBD) products with zero Tetrahydrocannabinol (THC) content including CBD infused skin, bath, and body care products.

Nass Valley will not change its name and its shares will also continue to trade under the symbol “NVG”. The Company’s new team has worked relentlessly and persistently on satisfying the requirements of the Listing Statement in connection with the more complex matters regarding ABL’s objectives in respect to its future CBD business.

John Affenita, Director and CEO, commented: “I am convinced that the Company’s new team referred to in its News Release dated March 26, 2019, including all members of Nass Valley’s subsidiaries ABL and PTI were not standing still during the trading-halt period and will continue to realize all proposed business objectives under the Company’s new structure in the interest of all shareholders.

WE SEEK SAFE HARBOR.

For further information please contact:   John Affenita, Director & CEO

                                                                                         Phone: +1 (516) 680-0433

Neither the CSE nor its Regulation Services Provider has reviewed or accepts responsibility for the adequacy or accuracy of the contents of this news release.

March 27, 2019 News Release 150 150 Nass Valley Gateway

March 27, 2019 News Release

News Release

EARLY WARNING NEWS RELEASE

FOR GLOBAL 1 SOLUTIONS LLC AND NATIONAL BRACE INC.

The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons without registration or applicable exemption from the registration requirement of such Act. This release does not constitute an offer for sale of such securities in the United States of America.

2019-03-27

Mr. John Affenita, Director and CEO of Nass Valley Gateway Ltd. reports:

Two Major Shareholders of Advanced Bioceuticals Limited Acquire Controlling Share-Positions Through an Acquisition and Share Exchange.

The Directors of Global 1 Solutions LLC (“GSL”) and National Brace Inc. (“NBI”), the companies which are equal shareholders of Advanced Bioceuticals Limited (“ABL”), have acquired 130,700,000 shares for each of GSL and NBI from Nass Valley Gateway Ltd  (“Nass Valley”) for 100% of the outstanding shares of ABL pursuant to a Definitive Acquisition And Share Exchange agreement (“DASE_Agr”) between ABL and Nass Valley (“Transaction”).

Referring to Nass Valley’s News Release dated March 13, 2019, the approved issuance of the combined total of 261,400,000 shares issued to GSL and NBI represents the total consideration for the acquisition for 100% of ABL’s assets at a deemed share price of Can$ 0.1429 per share.

Prior to this Transaction, neither GSL or NBI nor its directors owned any of Nass Valley’s outstanding securities. As a result of the Transaction, GSL and NBI own each 41.87% of the presently issued and outstanding shares of Nass Valley which would represent 39.70% ownership for each GSL and NBI in Nass Valley’s share capital on a fully diluted basis.

All 261,400,000 shares issued to GSL and NBI will be subject to an escrow agreement, a copy of which is available under the profile of the Company on www.sedar.com. The shares are also subject to resale restrictions prescribed by the U.S. securities laws and cannot be resold during the next 12 months and without strict compliance with the U.S. securities laws.

We seek Safe Harbor.

For further information please contact:   John Affenita, Director & CEO

                                                                                         Phone: +1 (516) 680-0433

Neither the CSE nor its Regulation Services Provider has reviewed or accepts responsibility for the adequacy or accuracy of the contents of this news release.

March 26, 2019 News Release 150 150 Nass Valley Gateway

March 26, 2019 News Release

News Release

Nass Valley Gateway Ltd. Appoints Two Directors and New Chief Executive Officer, Chief Operating Officer and Chief Financial Officer

Vancouver, BC, Canada – March 26, 2019.

Nass Valley Gateway Ltd. (the “Company” or “Nass Valley”), trading on the Canadian Securities Exchange (“CSE”) under the trading Symbol “NVG” and on Deutsche Boerse Frankfurt under the trading Symbol 3NVN, is pleased to announce its Board of Directors has approved the appointment of two Directors and Officers pursuant to its fundamental acquisition.

Mr. John Affenita has been appointed as a director and the Chief Executive Officer (“CEO”) of Nass Valley. Mr. Affenita is also the CEO of Nass Valley’s acquired subsidiary Pro-Thotics Technology Inc, a position he has held since 2000. Mr. Affenita is the founder of Pro-Thotics Technology, Inc. He is an ABC (American Board of Certification) Orthotist and Prosthetist (“O&P”) member, serving the O&P field for 20 years.

Dr. Samuel Alawieh has been appointed as a director and the Chief Operating Officer (“COO”) of  Nass Valley.  Dr. Alawieh is also the Chief Executive Officer of Advanced Bioceuticals Limited, a position he has held since February 1, 2018 and has been the Chief Executive Officer and founder of RXNB Ltd, a position he has held since November 2013.

Dr. Alawieh, who did undergraduate studies in botany, biochemistry and physics prior to receiving his Doctor of Pharmacy is a highly respected scientist with significant experience in many aspects of CBD and cannabis. He participates in research and development of CBD and related products.     Dr. Alawieh has developed extraction methods that make CBD production cost effective. He has defined a full line of proprietary CBD products and will direct Nass Valley’s future CBD product development objectives. He has also been the CEO and founder of RXNB Ltd., a full vertical life sciences company offering manufacturing and distribution of dietary supplements and specialty pharmacy franchising and product liability insurance coverage.

Mr. Michal Semler was appointed as the Chief Financial Officer of Nass Valley.  He is currently the CFO of ABL.  Mr. Semler has been in the healthcare and wellness business for the last 10 years.  He has also driven the capital fundraising for Pro-Thotics Technologies and its affiliates and maintains all financial relationships with banking, private equity, and investor partners.

Prior to working for Pro-Thotics, Mr. Semler was the CFO of Cause Capital Inc, which produced marketing and advertising solutions for major healthcare brands.  He was the Senior Vice President at Momentum Worldwide, an IPG marketing company and led the healthcare division, working in their New York offices until 2011. He graduated from Ithaca College of Ithaca, NY, USA with a Bachelor of Arts degree.

Dieter Peter, who will stay on as Chairman of the Board, commented: “In our first news release I reflected on Nass Valley’s future strong strategic position within a tremendous upside potential and very attractive market segment through the announced transaction. I especially expressed my delight that ABL’s young and experienced management team joined Nass Valley’s management and board of directors. I think the above appointments is a good start to bring the value to Nass Valley which the Company needs to meet expectations related to management.”

WE SEEK SAFE HARBOUR

For further information please contact:             

Dieter Peter, Chairman

Phone: 604-617-6794

Neither the CSE nor its Regulation Services Provider has reviewed or accepts responsibility for the adequacy or accuracy of the contents of this news release.

March 19, 2019 News Release 150 150 Nass Valley Gateway

March 19, 2019 News Release

News Release

Nass Valley Gateway Ltd. Issues Shares Pursuant to the Acquisition of Advanced Bioceuticals Limited

The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons without registration or applicable exemption from the registration requirement of such Act. This release does not constitute an offer for sale of such securities in the United States of America.

Vancouver, BC, Canada – March 19, 2019.

Nass Valley Gateway Ltd. (the “Company” or “Nass Valley”), trading on the Canadian Securities Exchange (“CSE”) under the trading Symbol “NVG” and on Deutsche Boerse Frankfurt under the trading Symbol 3NVN, is pleased to announce that following the conditional CSE approval of the fundamental change announced on March 1, 2019, and further to the news release dated March 13, 2019, on March 18, 2019 the Company has issued 280,000,000 common shares as total consideration for its acquisition of Advanced Bioceuticals Limited (“ABL”) and Pro-Thotics Technology Inc. (“PTI”) as wholly owned subsidiaries. The total number of the issued and outstanding common shares of the Company increased to 312,143,477.

All 280,000,000 issued common shares are subject to the four months hold period pursuant to the Canadian securities laws.  266,000,000 common shares are also subject to resale restrictions prescribed by the U.S. securities laws and cannot be resold during the next 12 months and without strict compliance with the U.S. securities laws.  261,400,000 common shares are also subject to an escrow agreement, a copy of which will be available under the profile of the Company on www.sedar.com.

After the completion of the acquisition, the Company is considered a “Non-foreign private issuer” under the definition of Rule 405 of the United States Securities Law Act of 1933 (the “Securities Act”) and as a result will likely be classified as a “domestic issuer” pursuant to Rule 902(e) of Regulation S promulgated under the Securities Act and will have to comply with securities laws of the United States of America in addition to complying with the securities laws of applicable Canadian provinces.

WE SEEK SAFE HARBOUR

For further information please contact:             

Dieter Peter, President & CEO

Phone: 604-617-6794

Neither the CSE nor its Regulation Services Provider has reviewed or accepts responsibility for the adequacy or accuracy of the contents of this news release.

March 13, 2019 New Release 150 150 Nass Valley Gateway

March 13, 2019 New Release

Nass Valley Gateway Ltd. and Advanced Bioceuticals Limited Amend the Share Acquistion Agreement

The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons without registration or applicable exemption from the registration requirement of such Act. This release does not constitute an offer for sale of such securities in the United States of America.

Vancouver, BC, Canada – March 13, 2019.

Nass Valley Gateway Ltd. (the “Company” or “Nass Valley”), trading on the Canadian Securities Exchange (“CSE”) under the trading Symbol “NVG” and on Deutsche Boerse, Frankfurt under the trading Symbol 3NVN, is pleased to announce that NVG and the shareholders of its acquisition target, Advanced Bioceuticals Limited (“ABL”) have agreed to amend the original “Definitive Acquisition and Share Exchange Agreement” dated for reference March 22, 2018 (the “DASE-Agr”) to increase the per share value and to decrease the number of Nass Valley’s shares to be issued by Nass Valley to satisfy the consideration for the proposed acquisition of ABL

Pursuant to the DASE-Agr, the consideration for the 100% ownership interest of ABL and including ABL’s wholly owned subsidiary Pro-Thotics Technology, Inc. was 400,000,000 common shares of NVG at a deemed price of $0.10 per common share to be issued to the shareholders of ABL.

The parties amended the DASE-Agr by changing the consideration for the 100% ownership interest of ABL and including ABL’s wholly owned subsidiary Pro-Thotics Technology, Inc. from 400,000,000 common shares of NVG at a deemed price of $0.10 per share to 280,000,000 common shares of NVG at a deemed price of $0.1429 per share. As a result of the amendment, upon the completion of the acquisition, the shareholders of ABL will own 85.06% instead of 89,27% common shares of NVG on a fully diluted basis.

The Company is completing the submission of all documents required under the conditional listing approval of the Company’s common shares on the CSE announced on March 5, 2019.

WE SEEK SAFE HARBOUR

For further information please contact:             

Dieter Peter, President & CEO, Phone: 604-617-6794

Neither the CSE nor its Regulation Services Provider has reviewed or accepts responsibility for the adequacy or accuracy of the contents of this news release.

March 5, 2019 News Release 150 150 Nass Valley Gateway

March 5, 2019 News Release

NEWS RELEASE

NASS VALLEY GATEWAY LTD. – CORPORATE UPDATE

Vancouver, BC, Canada – March 5, 2019

NASS VALLEY GATEWAY LTD. (the “Company” or “Nass Valley”), trading on the  Canadian Securities Exchange (“CSE”) under the trading Symbol “NVG” and on Deutsche Boerse,  Frankfurt under the trading Symbol 3NVN,regretfully wishes to announce that Mr. James Elliott who was elected at the Company’s Annual General Meeting on December 12, 2018 as additional member of the Company’s Board of Directors, resigned for personal reasons.

Mr. Peter, President and CEO of Nass Valley states that Mr. Elliott had been elected for his valuable knowledge of the  Company’s future CBD business.

Nass Valley will replace Mr. Elliott on its Board with a new member from Advanced Bioceuticals Limited after it has received final approval from the CSE for the proposed transaction announced in previous news releases dated March 27, 2018 and March 4, 2019.

WE SEEK SAFE HARBOUR..

For further information please contact:             

Dieter Peter, President & CEO

Phone: 604-617-6794

Neither the CSE nor its Regulation Services Provider has reviewed or accepts responsibility for the adequacy or accuracy of the contents of this news release.

Trading Symbols

CSE: NVG

Deutsche Borse, Frankfurt: 3NVN

Germany: WKN A1JVHM/

  ISIN CA6315202029

March 1, 2019 News Release 150 150 Nass Valley Gateway

March 1, 2019 News Release

NEWS RELEASE

Nass Valley Gateway Ltd. obtains Conditional Regulatory Approval of the Fundamental Change with Respect to the Acquisiton of Advanced Bioceuticals Limited

Vancouver, BC, Canada – March 1, 2019.

Nass Valley Gateway Ltd. (the “Company” or “Nass Valley”), trading on the Canadian Securities Exchange (“CSE”) under the trading Symbol “NVG” and on Deutsche Boerse, Frankfurt under the trading Symbol 3NVN, is pleased to announce that following an internal Listing Application Review, the Canadian Securities Exchange (the “CSE”) has approved the fundamental change of Nass Valley Gateway Ltd. for listing subject to the following conditions:

  1. Completion of the acquisition (the “Acquisition”) of Advanced Bioceuticals Limited (“ABL”);
  2. Completion of any and all outstanding CSE application documentation and payment of fees pursuant to the Policies of the CSE.

A date for trading will be determined upon confirmation of the conditions being met.

Pursuant to the Acquisition, the Company is acquiring 100% ownership interest in ABL and its wholly owned subsidiary Pro-Thotics Technology Inc. (“PTI”). The Definitive Acquisition and Share Exchange  Agreement was executed on March 22, 2018. The transaction is arm’s length and no finders’ fees are being paid. The Company will be issuing an aggregate of 400,000,000 shares of the Company at a price of $0.10 per share which amounts to 89.27% of the fully paid and non-assessable common shares of the Company’s when the Acquisition is completed. Upon completion of the transaction, ABL and PTI will become two wholly owned subsidiaries of Nass Valley. The to be issued shares will be subject to an escrow agreement in accordance to the rules of the CSE. The transaction is a reverse take-over.

As wholly owned subsidiaries of Nass Valley, ABL will continue to focus on commencing the sale of hemp based cannabidiol (CBD) with zero Tetrahydrocannabinol (THC) content products including CBD infused skin, bath, and body care products (the “ABL-Business”) and PTI will continue to focus on expanding the sale of Durable Medical Equipment (“DME” or “PTI-Business”).

PTI’s business was mostly concentrated in the states of New York, New Jersey, and Florida for last 25 years serving patients throughout the US. During PTI’s 25-year history, 200,000 patients located throughout the U.S. and Puerto Rico were provided relief from pain and medical issues through the purchase of PTI’s DME products as well as establishing a solid database of satisfied patients seeking wellness from pain relief.

Nass Valley is determined to expand upon this pain relief concept through its ABL-Business and to aggressively focus on the hemp based CBD marketplace as well as well as expanding the sale of the PTI-Business on national basis.

Dieter Peter, President & CEO, commented: “This transaction places Nass Valley in a strong strategic position to be at the forefront of a new and innovative industry relating to the development and sale of its CBD based products. I am therefore especially delighted that ABL’s young and experienced management team as major future shareholders agreed to join Nass Valley’s future management and Board of Directors and will bring tremendous value to the company’s future growing with their marketing and operational experience including financial management and risk estimations.”

Forward Looking Statements

Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Nass Valley’s periodic filings with Canadian securities regulators. When used in this news release, words such as “will, could, plan, estimate, expect, intend, may, potential, believe, should, aware” and similar expressions, are forward-looking statements.

Forward-looking statements may include, without limitation, statements including statements related to Nass Valley’s transactions and business related CBD product derived from hemp extraction and future news releases.

Although Nass Valley has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited operating history or when very limited due diligence was performed or may be engaged in activities currently considered illegal under US Federal laws; change in laws; limited operating history; reliance on management; requirements for additional financing;

competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry; and regulatory or political change.

There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. Nass Valley disclaims any intention or obligation to update or revise such information, except as required by applicable law, and Nass Valley does not assume any liability for disclosure relating to any other company mentioned herein.

For further information please contact:             

Dieter Peter, President & CEO

Phone: 604-617-6794

Neither the CSE nor its Regulation Services Provider has reviewed or accepts responsibility for the adequacy or accuracy of the contents of this news release.

Trading Symbols

CSE: NVG

Deutsche Borse, Frankfurt: 3NVN

Germany: WKN A1JVHM/   ISIN CA6315202029