Westleaf Inc. Announces C$12 Million Bought Deal Financing

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

CALGARY, April 10, 2019 /CNW/ – Westleaf Inc. (the “Company” or “Westleaf“) (TSX-V:WL)(OTCQB:WSLFF) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Canaccord Genuity Corp. (the “Underwriters“), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 12,000 convertible debenture units of the Company (the “Units“) at a price of $1,000 per Unit for aggregate gross proceeds to the Company of $12,000,000 (the “Offering“). Each Unit shall consist of one 9.5% senior unsecured convertible debenture (each a “Convertible Debenture“) of the Company having a principal amount of $1,000 (the “Principal Amount“) and 235 common share purchase warrants of the Company (each a “Warrant“).

The Company has granted the Underwriters an over-allotment option to purchase up to additional Units, Convertible Debentures and/or Warrants (or any combination thereof, at the discretion of the Underwriters) equal to 15% of the Units sold under the Offering, at a price of C$1,000 per Unit, C$932 per Convertible Debenture and/or C$0.29 per Warrant, as applicable, exercisable in whole or in part at any time, for a period of 30 days after and including the closing date of the Offering (the “Closing Date“).

The Convertible Debentures will mature and be repayable on a Date that is 36 months from the Closing Date (the “Maturity Date“) and will accrue interest at the rate of 9.5% per annum payable in arrears on June 30 and December 31of each year, commencing on June 30, 2019. The Principal Amount shall be convertible, for no additional consideration, into common shares in the capital of the Company (the “Common Shares“) at the option of the holder at any time prior to the earlier of: (i) the close of business on the Maturity Date, and (ii) the business day immediately preceding the date specified by the Company for repurchase of the Convertible Debentures upon a change of control of the Company, at a conversion price equal to $2.13, subject to adjustment in certain events (the “Conversion Price“). The Conversion Price represents a conversion rate of approximately 469 Common Shares for each $1,000 principal amount of Convertible Debentures, subject to certain anti-dilution provisions.

If the holder elects to convert the Convertible Debentures after a period that is six months and one day following the Closing Date, then the holder will also receive the Effective Interest (as defined below), payable in: (i) Common Shares at a price equal to the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “Exchange” or “TSXV“) for the consecutive 20 trading days of the Commons Shares on the Exchange preceding the date of such election, or if such trading price is lower than the maximum permitted discount for such Common Shares, the maximum permitted discount for the issuance of the Common Shares under TSXV policies (the “Common Share Interest Price“); (ii) cash, or (iii) at the Company’s option, a combination of cash and Common Shares at the Common Share Interest Price. The effective interest (“Effective Interest“) is an amount equal to the interest that the holder would have received if the holder had held the Convertible Debentures until the Maturity Date.

Each Warrant will be exercisable to acquire one Common Share (a “Warrant Share“) for a period of 36 months from the Closing Date at an exercise price of $2.75 per Warrant Share.

The net proceeds of the Offering will be used for working capital requirements and general corporate purposes.

The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada except Quebec. The Offering is expected to close on May 2, 2019 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSXV and the applicable securities regulatory authorities.

The securities comprising the Units being offered, and the Common Shares issuable on the conversion of the Convertible Debentures and the Warrant Shares issuable on the exercise of the Warrants, have not been, nor will they 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, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

About Westleaf Inc.

Westleaf is a vertically integrated cannabis company focused on innovative retail experiences and engaging cannabis brands as well as cultivation, production and extraction of cannabis products. Westleaf is rolling out a national retail footprint for its retail concept Prairie Records, with stores planned for British Columbia, Alberta, Saskatchewan and potentially Ontario. The retail concept leverages the instinctual tie between recreational cannabis and music and redefines the cannabis purchasing experience. The Company also has two significant production facilities under construction and scheduled for completion in 2019. For more information, please visit www.westleaf.com or www.prairierecords.ca.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release

Cautionary Statements

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. This news release, forward-looking statements relate, among other things, to the timing and expected closing of the Offering, the use of proceeds of the Offering, the definitive terms of the Units and the securities comprising the Units. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: risks relating to the ability to obtain or maintain licenses to retail cannabis products; future legislative and regulatory developments involving cannabis; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the labour market generally and the ability to access, hire and retain employees; general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder, court or regulatory approvals, as applicable. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Westleaf assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

For further information: Bruce Leslie, VP Corporate Communications, Bruce.leslie@www.westleaf.com, 403-801-7612

SOURCE: Westleaf Inc.

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