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Westleaf Closes Exclusive Partnership for Cannabis Derivative Products


Westleaf Closes Exclusive Partnership with an Industry Leader in Cannabis Derivative Product Manufacturing and Formulation

CALGARY, ALBERTA – June 04, 2019 – Westleaf Inc. (the ‘Company’ or ‘Westleaf’) (TSX-V:WL) (OTCQB:WSLFF), is pleased to announce that its subsidiary, Westleaf Labs LP, has entered into a definitive agreement with a subsidiary of Xabis Inc. (“Xabis”), whereunder Xabis will provide technical expertise to the Company’s Calgary-based extraction, processing and manufacturing facility (“The Plant”), which is on schedule to complete construction this month. The agreement will provide Westleaf with exclusive access to Xabis’s extraction, processing, manufacturing and product development expertise in the Canadian market.

“This partnership is another part of the execution on Westleaf’s strategy of becoming a significant vertically integrated player in the Canadian cannabis industry,” said Scott Hurd, President and CEO of Westleaf. “We believe a diversified offering of derivative cannabis products will account for a major shift in consumer demand once legal. We are positioning to formulate unique, high quality cannabis derivative products and have partnered with an industry leader to complement our expertise in building and running these types of facilities. We are also excited to start offering contract manufacturing services to third parties.”

Highlights

  • Tapping into Industry Leading Expertise – Xabis is an industry leader in design, construction and management of cannabis extraction and manufacturing facilities, as well as product development. Xabis has worked in nine US states and has developed more than 200 cannabis derivative product SKUs.
  • Focus on Derivative Products – Once fully complete, the Plant will be capable of producing the full suite of new derivative product lines in preparation of Health Canada’s legalization of derivative and consumable products (cannabis oils, gel capsules, vape cartridges, edibles, topicals and other products) expected to occur later this year.
  • Scalability – The Plant is an approximately 60,000 square foot complex with Phase I (~15,000 sq. ft.) to include R&D, processing, extraction, manufacturing and order fulfillment. Phase I construction is on schedule for completion this month. The Plant has an additional 45,000 square feet available for expansion.
  • Multiple Revenue Streams – The Plant is designed to produce a diversified offering of cannabis derivative products under Westleaf’s brand portfolio. Additionally, Westleaf plans to offer white labeling services to produce finished products for third parties and contract manufacturing services for raw extract and distillation.
  • Developing Products for the Global Market – The Plant is being built to EU GMP specifications to ensure compliance for export capabilities. Strategically located in Calgary, the facility is not only in the largest retail market in the prairies, but also has easy access to transportation services to the rest of Canada and to global markets.

Xabis is a Colorado-based cannabis processing company which provides turnkey operations for companies in the mid-stream of the cannabis industry. With more than 75 years of collective experience, Xabis’s team of PhDs and scientists manage the most technically difficult processes in the cannabis life-cycle, all aspects of the extraction and manufacturing of cannabis infused products.

“We are entirely focused on the plant-to-product portion of the value chain,” explains Dale Zink, CEO of Xabis. “From the end of the grow to the final processed product shipping out to the retail store or dispensary, we apply our expertise to help companies create profitable processes and systems.” Zink leads a group of PhDs with extensive experience in biotechnology and chemical engineering, including experience in the extraction industry, the pharmaceutical industry and academia.

The move by Xabis into the Canadian market under an exclusive relationship with Westleaf is the company’s first foray into the largest single federally legalized recreational market. Xabis has designed, built, and operated facilities in nine U.S. states where medical or recreational cannabis has been legalized.

As partial consideration for services provided to Westleaf, Xabis will be entitled to earn equity-based compensation of up to $1,000,000 worth of common shares of Westleaf (“Common Shares”), payable in three tranches over a three year period. The pricing of the Westleaf common shares to be issued under each tranche will be determined by dividing the equivalent dollar amount of the Common Shares to be received by Xabis under the applicable tranche by the five day volume weighted average trading price of the Common Shares determined on the trading day immediately preceding the date on which the Common Shares are to be issued.

New Investor Presentation

Westleaf is also pleased to announce that it has posted a new investor presentation on its website. The investor presentation can be found at https://www.westleaf.com/financials-presentations/

About XABIS

Xabis brings scientific discipline, sound business principles, and professionalism to the cannabis industry by delivering turnkey processing operations for the commercial scale transformation of cannabis from plant to product. Xabis is led by seasoned business professionals and scientific experts, including some of the industry’s leading chemical and biological PhDs and engineers. For more information, please visit www.Xabisinc.com

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 Manitoba and 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.

More Information:
Bruce Leslie, VP Corporate Communications
Bruce.leslie@westleaf.com  
403-801-7612

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. In this news release, forward-looking statements relate to, among other things, (i) the location of retail cannabis stores that Westleaf plans to open; (ii) the construction of Westleaf’s production facilities and the timing for completion of same; (iii) products to be produced from Westleaf’s production facilities and the products and services that Westleaf plans to offer; (iv) timing of provincial and federal regulatory approvals; (v) timing of legalization of certain derivative cannabis products; and (vi) the issuance of Common Shares to Xabis as consideration for services provided to Wesleaf by Xabis and the timing thereof. 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 licences to retail cannabis products; review of Westleaf’s production facilities by Health Canada and receipt of licences from Health Canada in respect thereof; future legislative and regulatory developments involving cannabis, including the passing of regulations regarding derivative cannabis products; 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; the satisfaction of conditions precedent under Westleaf’s credit facilities; timing and completion of construction of Westleaf’s production facilities and retail locations; and the delay or failure to receive board, ATB Financial or regulatory approvals, including any approvals of the TSX Venture Exchange, 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 assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Westleaf Inc. Announces Closing of Convertible Debenture Unit Financing and Provides Corporate Update


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/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, May 10, 2019 /CNW/ – Westleaf Inc. (the “Company” or “Westleaf“) (TSX-V:WL)(OTCQB:WSLFF) is pleased to announce that it has closed its previously announced bought deal financing (the “Offering“) of 12,000 convertible debenture units of the Company (the “Units“), by way of short form prospectus, at a price of $1,000 per Unit for aggregate gross proceeds of $12,000,000. Each Unit consisted 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 385 common share purchase warrants of the Company (the “Warrants“).

Westleaf Cannabis Inc. (CNW Group/Westleaf Inc.)

“Westleaf is pleased to close it’s previously announced $12 million financing, which bolsters the Company’s available capital to $57 million, allowing it to continue to advance its vertically integrated cannabis strategy with assets across the entire value chain (cultivation, extraction/product development, and retail distribution)” said Scott Hurd, President and CEO of Westleaf Inc.

Update to Operations:

  • Strengthened Financial Position: With the close of the convertible debenture financing, Westleaf now has access to $57 million of capital (cash position as of April 30, 2019 adjusted for net proceeds of the convertible debenture financing) comprised of ~$27 million of cash and the ability to draw up to $30 million of undrawn, low cost, non-dilutive capital under its non-revolving credit facilities with ATB Financial, subject to ATB Financial’s discretion in certain cases and subject to the satisfaction of certain conditions precedent.
  • The Plant Extraction & Manufacturing Lab: Construction remains on schedule and on budget for The Plant with Phase I expected to be completed in June 2019. The licensing process is well underway with Health Canada, with the expectation that The Plant could receive a Standard Processing licence as early as Q3 2019. It is anticipated that Phase I will allow Westleaf to process up to ~30,000 kilograms of cannabis feedstock per annum (based on 252 work days per year), which will be refined and manufactured into products such as oils, tinctures and gel caps and ultimately, once fully legal, edibles, vapes, topicals and other high-margin cannabis products.
  • Thunderchild Cultivation Facility: Construction of Thunderchild Cultivation near Battleford, Saskatchewan is on track, on budget and is scheduled to be complete in Q4 2019 with Health Canada licencing expected to follow completion. The facility is expected to produce up to 14,600 kg of dried cannabis flower when fully operational (estimates based on a total flower bench of 42,000 square feet (Phase I & II), 60 grams of flower yield per square foot per harvest and 5.8 harvests per annum). The first wing and processing hub are targeted to be complete in October 2019. The Thunderchild Cultivation facility is anticipated to provide Westleaf’s retail locations and The Plant with a reliable supply of high-quality cannabis.
  • Prairie Records Cannabis Retail: Year to date the Company opened three Prairie Records cannabis retail stores in Saskatchewan, two in Saskatoon and one in Warman, as well as an online ecommerce platform serving all of Saskatchewan. Additional cannabis retail stores are planned for Saskatchewan, Alberta and British Columbia, with a total of 29 cannabis retail development permits secured, with timing of openings contingent on licencing from the respective provincial and municipal regulators.

Convertible Debenture Financing

The Convertible Debentures will mature and be repayable on a date that is 36 months (the “Maturity Date“) from the closing date of the Offering (the “Closing Date“) and will accrue interest at a rate of 9.5% per annum payable in arrears on the last business day of June and December in each year. 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 $1.30, subject to adjustment in certain events (the “Conversion Price“). The Conversion Price represents a conversion rate of approximately 769 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 eighteen 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 (the “Effective Interest 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 of the Convertible Debentures.

Each Warrant will be exercisable to acquire one Common Share for a period of 36 months from the Closing Date at an exercise price of $1.65 per Common Share.

The Offering was completed pursuant to an underwriting agreement dated April 16, 2019, between the Company, Canaccord Genuity Corp. and GMP Securities L.P. (the “Underwriters“), as amended by an amending agreement dated April 29, 2019 (the “Underwriting Agreement“). Pursuant to the terms of the Underwriting Agreement, the Company paid the Underwriters a cash commission equal to 7% of the gross proceeds raised in the Offering and 646,154 non-transferable compensation warrants (the “Broker Warrants“). Each Broker Warrant is exercisable to acquire one Common Share at a price of $2.13 per Common Share, subject to anti-dilution adjustments that may apply until May 10, 2022.

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

The Convertible Debentures, the Warrants, the Effective Interest Shares and the Common Shares issuable on the conversion of the Convertible Debentures and on the exercise of the Warrants and the Broker Warrants, have been conditionally approved for listing on the TSXV and are expected to commence trading shortly following the closing of the Offering, subject to the satisfaction of all listing conditions.

The securities comprising the Units sold, and the Common Shares issuable on the conversion of the Convertible Debentures and on the exercise of the Warrants and the Broker 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. In this news release, forward-looking statements relate to, among other things, the completion dates for Westleaf’s extraction and cultivation facilities, the processing and production capabilities of Westleaf’s extraction and cultivation facilities, receipt of Health Canada licensing for Westleaf’s extraction and cultivation facilities and the timing thereof, retail cannabis stores that Westleaf plans to open, the listing of the Convertible Debentures, the Warrants and the Common Shares issuable on the conversion of the Convertible Debentures and on the exercise of the Warrants and the Broker Warrants and the use of proceeds of the Offering. 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 licences to retail cannabis products; review of Westleaf’s extraction and cultivation facilities by Health Canada and receipt of licences from Health Canada in respect thereof; 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; the satisfaction of conditions precedent under Westleaf’s credit facilities; timing and completion of construction of Westleaf’s extraction and cultivation facilities and retail locations; and the delay or failure to receive board, ATB Financial 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.

SOURCE Westleaf Inc.

Westleaf’s Prairie Records Announces Same Day Delivery Service


Prairie Records online store in now providing same day delivery to Saskatoon

CALGARY, June 21, 2019 /CNW/ – Westleaf Inc. (TSX-V:WL)(OTCQB:WSLFF) (“Westleaf“), is pleased to announce it is now offering same-day delivery service for customers in the greater Saskatoon region who purchase cannabis products from Prairierecords.ca.

Westleaf Cannabis Inc. (CNW Group/Westleaf Inc.)

“Adding another customer-centric feature is all part of enhancing the Prairie Records brand among our customers and making it that much easier to purchase our premium products,” noted Adam Coates, Chief Commercial Officer, Westleaf Inc.

Prairierecords.ca is the online e-commerce outlet of Prairie Records, a distinctive cannabis retail concept with three stores operating in the Saskatoon region. Prairie Records combines music and cannabis in a unique retail shopping experience for both the cannabis connoisseur and people new to the products. You can find a Prairie Records store at 3020 Preston Ave (Unit #170) at 720 Broadway Avenue, and in Warman, Saskatchewan at 100 2nd Ave. N.  

The same day delivery service is being provided by Pineapple Express Delivery, a unique cannabis delivery company with in-depth security and delivery protocols to facilitate same-day delivery services within a defined geography. Pineapple Express has been delivering recreational cannabis since day one of legalization in Canada and medicinal cannabis for a number of years.

Products purchased at Prairierecords.ca are also available and delivered throughout the province of Saskatchewan.

Prairie Records is also proud to support the Saskatoon Cannabis and Hemp Expo and the Saskatoon Pride Festival activities this coming weekend. Please stop by our booths to learn about our products (adults only) and an opportunity to support the Saskatoon Diversity Network by purchasing a limited-edition Prairie Records diversity inspired t-shirt.  

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 cannabis retail concept Prairie Records. Westleaf also has two significant production facilities under construction Thunderchild Cultivation in Battleford, Saskatchewan and The Plant extraction and manufacturing facility in Calgary, Alberta, both are 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: (i) rollout of retail locations; (ii) timing and completion of Westleaf’s production facilities; (iii) timing of delivery expectations; and (iv) the business and operations of Westleaf. 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: timing and completion of construction of retail locations; review of facilities by Health Canada and receipt of a license from Health Canada in respect of Westleaf’s production facilities;  general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder, court or regulatory approvals. 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 assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

SOURCE Westleaf Inc.

Westleaf Announces Appointment of New Board Director


Cody Church brings extensive financial and capital markets experience to the team

CALGARY, ALBERTA – July 4, 2019 – Westleaf Inc. (TSX-V:WL)(OTCQB:WSLFF) (“Westleaf” or the “Company”) is pleased to announce the appointment of Cody Church to the Board of Directors of the Company.

Mr. Church joins Westleaf after a successful career in finance in New York and Calgary. Most recently, Mr. Church was the co-founder and senior managing director of TriWest Capital Partners, one of the largest general buyout funds in Western Canada and one of the leading private equity groups in the country.
“Cody brings a vast knowledge of the financial markets, both from a private equity and public company position, and a far-reaching network within the financial community in Canada and the US,” said Stephen Mason, Founder and Executive Chairman of Westleaf. “Cody’s experience complements an already deep talent pool within Westleaf and we are excited to have him join our board.”

Mr. Church began his career with CS First Boston in 1993 and worked in the area of acquisitions and divestitures, high yield bonds, IPOs and re-financings. He then went on to work in private equity with EXOR America establishing a solid reputation for financing, structuring and deal flow, before returning home to Calgary to start TriWest in 1997. TriWest raised $1.3 billion of committed equity capital through five managed funds and generated exceptional returns across all five funds. Mr. Church retired from TriWest in 2018 and founded Clear North Capital where he serves as President and CEO.

Mr. Church is a graduate of Harvard University receiving a Bachelor of Economics, and is an active member of the community, having served on the board of the Calgary Stampede Foundation, the Alberta Children’s Wish Board, and the Calgary Parks Foundation among others. He was also named one of Canada’s Top 40 under 40 and is a guest lecturer at the University of Calgary’s faculty of Corporate Finance.

In connection with the appointment, Westleaf has granted 90,909 restricted share units (“RSUs”) to Mr. Church in accordance with its Restricted Share Unit Award Plan dated May 29, 2018. 84,745 RSUs were also granted to Mr. John Radostits in connection with his previous appointment. The RSUs will be granted as of the date of this news release, are valued at $0.55 per unit and will vest in a series of four equal tranches over 12 months following the date hereof.
Mr. Church joins fellow directors: Chairman Stephen Mason, CEO Scott Hurd, Delbert Wapass, John Radostits and independent members Robb McNaughton and Kareen Stangherlin.

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 cannabis retail concept Prairie Records. Westleaf also has two significant production facilities – Thunderchild Cultivation in Battleford, Saskatchewan, which is scheduled for completion in 2019 and The Plant extraction, processing and product formulation facility in Calgary, Alberta, where construction was recently completed. Commencement of production at both facilities remains subject to receipt of an operating license from Health Canada. For more information, please visit www.westleaf.com or www.prairierecords.ca

More Information:
Bruce Leslie
Bruce.leslie@westleaf.com 403-801-7612

Neither 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 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 development of retail cannabis stores, the construction of Westleaf’s production facilities and the timing for completion of the same, commencement of production at Westleaf’s production facilities, timing of required regulatory approvals, and the business and operations of the Westleaf. 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 licences to retail cannabis products; review of Westleaf’s production facilities by Health Canada and receipt of licences from Health Canada in respect thereof; future legislative and regulatory developments involving cannabis, including the passing of regulations regarding derivative cannabis products; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; general business, economic, competitive, political and social uncertainties; the satisfaction of conditions precedent under Westleaf’s credit facilities; timing and completion of construction of Westleaf’s production facilities and retail locations; and the delay or failure to receive board, ATB Financial or regulatory approvals, including any approvals of the TSX Venture Exchange, 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.

Westleaf positions itself for the next wave of cannabis derivative products with the completion of construction of its large-scale extraction, processing and product formulation facility, The Plant


CALGARY, ALBERTA – July 3, 2019 – Westleaf Inc. (TSX-V:WL) (OTCQB:WSLFF) (“Westleaf or the “Company”) is pleased to announce the completion of construction on its wholly owned cannabis extraction, processing and product formulation facility, The Plant by Westleaf Labs, which will have throughput capacity of up to 65,000 kilograms per annum in Phase I. The facility is now entering the final stages of the Health Canada licensing process. The Company expects to receive a Standard Processing license for The Plant as early as Q3 2019 and anticipates that production at the facility would commence shortly thereafter. This marks a major operational milestone for Westleaf and, once licensed, will allow the Company to produce its own branded cannabis products, as well as provide contract manufacturing and white-label opportunities to other cannabis companies.

“This is a significant milestone for Westleaf, marking our transition from construction to operations and execution on our plan to build a brand focused vertically integrated cannabis company,” said Scott Hurd, President and CEO. “Once licensed, this facility will produce the current suite of legal cannabis derivative products, and as we move towards additional cannabis product legalization in the fourth quarter, we will expand our product lines to include vapes, edibles and other derivative cannabis products.”

The Plant Operational Highlights:

  • Positions Westleaf for Future Growth– The completion of The Plant positions the Company to meet the expected new demand for cannabis derivative products anticipated to be coming to market in December of this year;
  • Scalability – Phase I is a 15,000 square foot extraction, processing and product formulation facility with designed throughput capacity of up to 65,000 kgs of cannabis feedstock per year. The facility has additional 45,000 square feet available for expansion;
  • Multiple Revenue StreamsThe Plant will produce Westleaf’s suite of brands, Loon, Backstage and General Admission, in addition to providing contract extraction & processing services, and white-label products for third parties;
  • Leveraging U.S. Industry Expertise – The facility was designed by U.S. cannabis extraction industry leaders, XABIS, and will leverage their existing product formulation expertise, R&D, and best practices developed in Colorado, the most mature legal U.S. cannabis market.

As a result of Westleaf Inc.’s unique brand focused vertically-integrated business model, it is expected that The Plant will give the Company a competitive advantage in being adaptive to consumer needs and interests. “The Plant will also allow us to be flexible and responsive to consumer demand and underscores the value of the Westleaf business model,” said Adam Coates, Chief Commercial Officer at Westleaf. “By owning the customer experience and feedback loop through our Prairie Records cannabis stores, we can alter production based on the trends of our customers.”

Westleaf anticipates the next phase of cannabis legalization in Canada, which is expected to come later this year, will see a significant change in consumption habits among Canadians. A similar legalization framework in Colorado led to a shift where consumption of edibles, concentrates and vapes now make up more than 50% of the market.

Located in southeast Calgary, Westleaf expects that The Plant by Westleaf Labs will positively contribute to the city’s economic resilience and diversification. Calgary, with its highly educated workforce, its entrepreneurial spirit and its position as the major economic and trade centre for Western Canada, is the ideal place to build a hub of cannabis extraction, processing, product formulation and research and development.

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 cannabis retail concept Prairie Records. Westleaf also has two significant production facilities under construction – Thunderchild Cultivation in Battleford, Saskatchewan and The Plant extraction, processing and product formulation facility in Calgary, Alberta. Both are scheduled for completion in 2019. For more information, please visit www.westleaf.com or www.prairierecords.ca.

More Information:
Bruce Leslie

Bruce.leslie@westleaf.com 403-801-7612

Neither 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 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. In this news release, forward-looking statements relate to, among other things, (i) cannabis stores that Westleaf plans to open; (ii) the construction of Westleaf’s production facilities and the timing for completion of same; (iii) commencement of production at Westleaf’s production facilities; (iv) the Plant providing a competitive advantage by being adaptive to consumer needs; (v) products and brands to be produced from Westleaf’s production facilities and the products and services that Westleaf plans to offer; (vi) timing of provincial and federal regulatory approvals; (vii) timing of legalization of certain derivative cannabis products; (viii) changes in cannabis consumption habits among Canadians; (ix) the processing and production capabilities of Westleaf’s extraction and cultivation facilities; and (x) The Plant contributing to Calgary’s economic resilience and diversification. 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 licences to retail cannabis products; review of Westleaf’s production facilities by Health Canada and receipt of licences from Health Canada in respect thereof; future legislative and regulatory developments involving cannabis, including the passing of regulations regarding derivative cannabis products; 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; the ability of Westleaf’s production facilities to operate and perform at peak production; general business, economic, competitive, political and social uncertainties; the satisfaction of conditions precedent under Westleaf’s credit facilities; timing and completion of construction of Westleaf’s production facilities and retail locations; and the delay or failure to receive board, ATB Financial or regulatory approvals, including any approvals of the TSX Venture Exchange, 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 assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

 

1 BDS Analytics – Colorado Adult Use Market – January 2019 to April 2019.

Westleaf Inc. Announces Graduation to Tier 1 on the TSX Venture Exchange


CALGARY, ALBERTA – June 11, 2019 – Westleaf Inc. (TSX-V: WL) (OTCQB:WSLFF),  (“Westleaf“), is pleased to announce that it has been approved for graduation from Tier 2 to Tier 1 issuer status on the TSX Venture Exchange (the “TSXV“).

“Graduating to a Tier 1 listing on the TSXV reflects the ongoing progress of Westleaf as we continue the development of our vertically integrated cannabis company engaged in retail operations, cultivation, production and extraction of cannabis products” said Scott Hurd, Chief Executive Officer of Westleaf. “We see the graduation to Tier 1 issuer status as another positive step and acknowledgement we are executing on our business strategy to create a premium cannabis company.”

The TSXV classifies issuers into different tiers based on standards including historical financial performance, stage of development and financial resources. Tier 1 is the TSXV’s premier tier and is reserved for the TSXV’s most advanced issuers. Tier 1 issuers benefit from decreased filing requirements and improved service standards.

With the graduation to a Tier 1 listing, the common shares of Westleaf (“Westleaf Shares”) previously deposited into escrow pursuant to the rules of the TSXV will now be governed by the release provisions of Tier 1 issuer escrow and as a result a certain number of such Westleaf Shares will be eligible for release from escrow immediately. As announced by Westleaf on April 30, 2019, in addition to any escrow requirements imposed by the TSXV, each of the executive officers and directors of Westleaf has voluntarily committed to not offer, sell, assign, transfer or otherwise dispose of their Westleaf Shares or any securities convertible into Westleaf Shares until September 29, 2019.

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 Manitoba and Ontario. Westleaf also has two significant production facilities under construction Thunderchild Cultivation in Battleford, Saskatchewan and The Plant extraction and manufacturing facility in Calgary, Alberta, both are scheduled for completion in 2019. For more information, please visit www.westleaf.com or www.prairierecords.ca.

Additional Information

More Information:
Bruce Leslie

Bruce.leslie@westleaf.com  403-801-7612

Neither 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 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 development of retail cannabis stores and the business and operations of the Westleaf, the release of Westleaf Shares from escrow, or the sale or disposition of Westleaf Shares by executive directors and officers of Westleaf. 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: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder, court or regulatory approvals. 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.

Westleaf Announces New Board Director


John Radostits brings extensive background in retail operations to deep team

CALGARY, ALBERTA – May 30, 2019 – Westleaf Inc. (TSX-V:WL)(OTCQB:WSLFF) (“Westleaf”) is pleased to announce the appointment of John Radostits of Edmonton to the Board of Directors of the Company. Mr. Radostits comes to Westleaf with a distinguished career in retail operations as well as more recent experience in developing cannabis retail in Canada’s legalized recreational market.

“John’s presence at the Board table will increase our senior leadership capacity, particularly around operating large-scale retail operations in multiple locations,” said Stephen Mason, Founder and Executive Chairman of Westleaf. “His experience in Western Canada complements the operational experience of the already deep Westleaf team.”

Mr. Radostits has a deep knowledge and background in scaling fast growth businesses in the retail space, having built the largest franchisee group under the Sobey’s banner in Canada, before selling it back to the national grocery giant. He is a part owner of Hudson’s Taphouse, a chain of gastropubs across Western Canada and is a founding partner and director of the largest Orange Theory Fitness group in Canada. John is also a founding partner and director in Cannabis At Work, Canada’s leading staffing firm focused on the cannabis market.

In addition, Mr. Radostits and his partner Ray Yue, built out a network of cannabis retail operations through Canndara Canada Inc. Canndara’s portfolio was acquired by Westleaf in a transaction that closed at the end of January 2019. John continues to operate the Radco Group of companies which includes Fireweed Holdings, an investment vehicle targeting the emerging global cannabis market.  

John received a BCOMM from the University of Calgary and holds an ICD.D designation from the Institute of Corporate Directors. Mr. Radostits is the sixth member of the Westleaf board, joining Chairman Stephen Mason, CEO Scott Hurd, Delbert Wapass and independent members Robb McNaughton and Kareen Stangherlin.

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.

More Information:
Bruce Leslie, VP Corporate Communications

Bruce.leslie@westleaf.com  

403-801-7612

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. In this news release, forward-looking statements relate to, among other things, retail cannabis stores that Westleaf plans to open and the timing and completion of Westleaf’s production facilities. 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 licences to retail cannabis products; review of Westleaf’s production facilities by Health Canada and receipt of licences from Health Canada in respect thereof; 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; the satisfaction of conditions precedent under Westleaf’s credit facilities; timing and completion of construction of Westleaf’s production facilities and retail locations; and the delay or failure to receive board, ATB Financial 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 assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Westleaf Selected for Manitoba Cannabis Store Licence


Opportunity to build retail store and online sales expands distribution footprint

CALGARY, May 21, 2019 – Westleaf Inc. (the “Company” or “Westleaf“) (TSX-V:WL) (OTCQB:WSLFF) is proud to be one of only seven retail operators selected by the province of Manitoba for new retail cannabis licences. Westleaf has been chosen to open a store in the southern Manitoba border community of Altona. Westleaf has 10 days from the draw date to confirm its interest to the Government of Manitoba and the opening of the store is subject to the province’s standard licensing process including completion of due diligence and obtaining all municipal permits and inspections.

Highlights:

  • Option to Expand Retail Distribution Footprint to Fourth Province: A retail location in Manitoba would expand Westleaf’s footprint to four Western Canadian provinces where the Company has or intends to open cannabis retail stores and helps grow the company’s multi-province approach to retail distribution;
  • Expanded Ecommerce Platform: Provides the option to launch province-wide online sales in Manitoba and replicate operations already built and operating in Saskatchewan;

“The opportunity to add a Manitoba cannabis retail store is a positive step in building our vertically integrated business model across the country,” said Scott Hurd, President and CEO of Westleaf. “In addition to building a cannabis retail store we also have an opportunity to launch our ecommerce platform across the entire province to introduce our brand to a new and large customer base.”

The Manitoba retail regulations allow for province-wide online sales, Westleaf’s Prairie Records cannabis retail brand (www.prairierecords.ca) is already established online and is currently serving the province of Saskatchewan.

Westleaf continues to build out its vertically integrated business model as construction of the Company’s cannabis extraction and manufacturing facility, The Plant, is nearing completion in Calgary and Westleaf’s cultivation facility in Battleford, Saskatchewan continues on schedule with completion estimated for Q4 this year. The output from both facilities will help Westleaf gain a competitive advantage in terms of product offering and pricing at its wholly owned retail stores and online sales platform.

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 retail cannabis stores that Westleaf plans to open, the timing and anticipated completion of Westleaf’s due diligence process relating to its Manitoba retail license and the applicable provincial regulations and the anticipated completion dates for Westleaf’s production facilities. 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 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@westleaf.com,

403-801-7612;

Lauren Steeves, North Strategic,

lauren.steeves@northstrategic.com

306-717-3253

Westleaf Inc. Announces Repricing of 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 30, 2019 / – Westleaf Inc. (the “Company” or “Westleaf“) (TSX-V:WL)(OTCQB:WSLFF) announces that it has agreed to amend the terms of its previously announced bought deal financing (the “Offering”) of convertible debenture units of the Company (the “Units”) to lower the conversion price at which the convertible debentures of the Company (“Convertible Debentures”) are convertible into common shares of the Company (the “Debenture Shares”) from $2.13 per Debenture Share to $1.30 per Debenture Share. The number of warrants per Unit has been revised from 235 common share purchase warrants of the Company (each, a “Warrant”) to 385 Warrants. In addition, the Company has agreed to lower the exercise price at which the Warrants will be exercisable to acquire common shares of the Company (a “Warrant Share”) from $2.75 per Warrant Share to $1.65 per Warrant Share.

The Company has granted Canaccord Genuity Corp. and GMP Securities L.P. (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, $932 per Convertible Debenture and/or $0.18 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“).

If the holder elects to convert the Convertible Debentures after a period that is eighteen 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 of the Company (“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 of the Convertible Debentures.

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 an amended and restated final short form prospectus to be filed in all provinces of Canada except Quebec. The Offering is expected to close on or before May 15, 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. In the event that regulatory, including TSXV, approval in respect of the amendments to the Offering are not received on or before May 10, 2019, the parties have agreed that no effect shall be given to the amendments noted above and that the original terms of the Convertible Debentures and Warrants shall be deemed to be in effect.

The securities comprising the Units being offered, and the Debenture 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@westleaf.com, 403-801-7612