CBW Cannabis Wheaton Income Corp (delisted)

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO UNITED STATES

Cannabis Wheaton Income Corp. (TSX.V:CBW) (“Cannabis Wheaton” or the "Company") today announces that it has entered into an agreement with a syndicate of underwriters, led by BMO Capital Markets, pursuant to which the underwriters have agreed to buy on a bought deal basis, 71,500,000 units of the Company ("Units") at a price of C$1.40 per Unit (the "Offering"), representing aggregate gross proceeds to Cannabis Wheaton of approximately C$100 million. Each Unit entitles the holder to acquire, for no additional consideration, one common share (“Common Share”) of Cannabis Wheaton and one-half of one common share purchase warrant (each whole common share purchase warrant a “Warrant”) of Cannabis Wheaton.

Each full Warrant will entitle the holder thereof to purchase one Common Share of the Company at a price of C$1.85 per Common Share, for a period of 24 months following the Closing Date.

In addition, Cannabis Wheaton has agreed to grant to the underwriters an option to purchase up to an additional 15% of the Units at a price of C$1.40 per Unit, on the same terms and conditions as the Offering, exercisable at any time, in whole or in part, until the date that is 30 days following the closing of the Offering. If the option is exercised in its entirety, the aggregate gross proceeds of the Offering to Cannabis Wheaton will be approximately C$115 million.

The Company plans to use the net proceeds from the Offering for capital expenditures relating to domestic and international operations and capacity expansion, for potential new investment opportunities and for general working capital purposes.

The Units will be offered pursuant to the Company’s base shelf prospectus dated February 28, 2018. The terms of the Offering will be described in a prospectus supplement to be filed with securities regulators in each of the provinces of Canada, except Quebec.

The Offering is anticipated to close on or about May 31, 2018 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.

About Cannabis Wheaton (TSX.V:CBW)

Cannabis Wheaton is a collective of entrepreneurs with a passion for the cannabis industry past, present and future. Our mandate is to facilitate growth for our partners by providing them with financial support and sharing our collective industry experience. Our partners all have different visions, voices and brand values, and all share a common goal—to build a world-class industry based on ethics, diversity, quality and innovation.

Investor Relations:For more information about investing in Cannabis Wheaton, please visit: http://www.wheatonincome.com or contact our Investor Relations Team:

Email: IR@wheatonincome.com1-833-695-2414

Stay Connected:Follow up on Twitter @WheatonIncome

Media Enquiries (only):For media enquiries or to set up an interview please contact:Sarah Bain, VP External AffairsEmail: sarah@cannabiswheaton.comPhone: 613.230.5869

Notice Regarding Forward Looking Statements:

This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or information that certain events or conditions "may" or "will" occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: expectations that applicable approvals to the Offering will be obtained, the success of the Offering, expected timing of closing of the Offering, the size of the Offering, and the intended use of net proceeds of the Offering. There can be no assurance that the Offering will be completed or that the Company will realize the anticipated benefits from the use of proceeds from the Offering. Completion of the Offering is subject to a number of risks and uncertainties, including without limitation, those relating to satisfaction of closing conditions and receipt of all required approvals. In addition, the intended use of the proceeds of the Offering may change if the Company elects to allocate proceeds differently from that described in this press release. 

A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this release including, but not limited to, whether: streaming partners will be able to generate cash flow; general economic, financial market, regulatory and political conditions in which the Company operates will remain the same; the Company will be able to compete in the industry; the Company will be able to manage anticipated and unanticipated costs; the Company will be able to enter into additional streaming agreements; the Company will be able to maintain internal controls over financial reporting and disclosure, controls and procedures; streaming partners will be able to meet the requirements necessary to obtain and / or maintain their status as licensed entities; and streaming partners will be able to successfully complete initial construction and / or expansion construction of their respective facilities pursuant to the terms and conditions of their respective streaming agreements. Additional risk factors are disclosed in the revised annual information form of the Company for the financial year ended December 31, 2016 dated May 23, 2017.

New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The forward-looking information in this release is based on information currently available and what management believes are reasonable assumptions. Forward-looking information speaks only to such assumptions as of the date of this release. In addition, this release may contain forward-looking information attributed to third party industry sources, the accuracy of which has not been verified by the Company. The purpose of forward-looking information is to provide the reader with a description of management's expectations, and such forward-looking information may not be appropriate for any other purpose. Readers should not place undue reliance on forward-looking information contained in this release.

The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

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.