CALGARY, Nov. 21, 2019 /CNW/ - Westleaf Inc. (the
"Company" or "Westleaf") (TSX-V:WL) (OTCQB:WSLFF)
announces that it has filed a Joint Information Circular with
respect to its proposed December 18,
2019 Westleaf Shareholder Meeting in connection with its
previously announced Arrangement with We Grow BC Ltd. ("We
Grow") and certain securityholders thereof and has obtained
approval of the Arrangement from holders of more than
662/3% of the principal amount of Westleaf Debentures.
Westleaf also announces that Westleaf and We Grow have agreed to
amend certain terms of the previously announced Arrangement
Agreement between Westleaf and We Grow. It is anticipated that the
Arrangement will close on or about December
20, 2019. A Transaction Presentation is now available on
Westleaf's website.
Amending Agreement
Westleaf announces that Westleaf and We Grow have executed an
agreement (the "Amending Agreement") to amend the terms of
the previously announced definitive agreement (the "Arrangement
Agreement") between Westleaf and We Grow, whereunder the
previously announced plan of arrangement under Division 5 of Part 9
of the Business Corporations Act (British Columbia) between Westleaf, We Grow
and certain securityholders of WGBC (the "Arrangement") will
be affected.
Under the terms of the Amending Agreement, conditions with
respect to the private placement financing of subscription receipts
of We Grow to be completed prior to or concurrently with closing of
the Arrangement (the "We Grow Financing") have been amended
to remove any required minimum raise under the We Grow
Financing.
Debentureholder Consent
Westleaf has also received consent, in writing, from holders of
more than 662/3% of the principal amount of previously
issued and outstanding debentures of Westleaf (the "Westleaf
Debentures") to the Arrangement, which consent was a condition
under the Arrangement Agreement.
Transaction Presentation
In addition, the Company has made available a presentation
containing information about Westleaf and We Grow dated
November 7, 2019 (the "Transaction
Presentation"), for use by shareholders, investors, industry
analysts and others.
https://www.westleaf.com/financials-presentations/
Joint Information Circular and Closing of the
Arrangement
Westleaf is also pleased to announce the filing on Westleaf's
SEDAR profile of the joint management information circular and
proxy statement (the "Joint Information Circular") of
Westleaf and We Grow in respect of the annual general and special
meeting (the "Westleaf Shareholder Meeting") of the holders
of common shares in the capital Westleaf to be held on December 18, 2019 and the corresponding
Arrangement.
It is anticipated that the Arrangement will close on or about
December 20, 2019. As previously
announced, the closing of the Arrangement is subject to, among
other things, requisite Westleaf and We Grow securityholder
approvals.
For further particulars regarding the Arrangement and the
Westleaf Shareholder Meeting, please refer to the Joint
Information Circular, the Arrangement Agreement and Westleaf's
press release dated November 7, 2019,
each of which is available under Westleaf's SEDAR profile at
www.sedar.com. A complete copy of the Amending Agreement will also
be available under Westleaf's SEDAR profile at www.sedar.com.
About Westleaf Inc.
Westleaf is a Canadian cannabis company focused on cannabis
brands, extraction and production of derivatives, wholly owned
retail, as well as cannabis cultivation. The Company's Health
Canada licensed extraction and processing facility, The
Plant, is expected to produce high quality and consistent
cannabis derivatives and consumables, both for Westleaf's in-house
brands as well as white label products. Westleaf's retail concept,
Prairie Records, leverages the instinctual tie between
recreational cannabis and music with stores operating or in
development across Western Canada. The Company's
Thunderchild cultivation facility is scheduled for
completion at the end of this year.
About We Grow BC Ltd.
We Grow is an authorized licensed cultivator, processor and
seller under the Cannabis Act (Canada). We Grow is located in Creston, British Columbia in the heart of the
Kootenay's, where British
Columbia-grown marijuana originated, and holds a Cultivation
License pursuant to the Access to Cannabis for Medical Purposes
Regulations under Health Canada. We Grow has scalable production
facilities currently consisting of 26,000 square feet which has
been retrofitted for phase 1 cultivation including over 14,000
square feet of growing rooms, and up to 100-acre cultivation
abilities for future production. We Grow's cannabis production
includes its brand Qwest, which is considered a preeminent
ultra-premium cannabis brand achieving one of the highest realized
flower prices in Canada.
The TSX Venture Exchange has in no way passed upon the merits
of the Arrangement or the Amendment and has neither approved nor
disapproved of the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
The information contained in the Transaction Presentation is
summary information only and is qualified in its entirety by the
more fulsome information contained in the Arrangement Agreement and
the Joint Information Circular. The Transaction Presentation is
based on public information and is subject to updating, completion,
revision, verification and amendment without notice, which may
result in material changes. Westleaf and We Grow do not undertake
any obligation to correct any inaccuracies that may become apparent
or to update the information contained therein. Both Westleaf and
We Grow encourage prospective readers of the Transaction
Presentation to perform and rely on their own investigation and
analysis of the Arrangement, including the merits and risks
involved and are advised to seek their own professional advice on
the legal, financial and taxation consequences of the Arrangement
or an investment in Westleaf or We Grow.
No securities commission or similar regulatory authority in
Canada has reviewed or in any way
passed upon the Transaction Presentation and any representation to
the contrary is an offence.
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. More particularly and without limitation, this press
release contains forward-looking statements and information
concerning: the timing and proceeds from the We Grow Financing,
timing of the Westleaf Shareholder Meeting, the ability to satisfy
all requirements in order to close the Arrangement, the ability of
Westleaf and We Grow to obtain all necessary consents and
approvals, the anticipated closing date of the Arrangement, the
construction of Westleaf's production facilities and the timing for
completion of same and commencement of production at 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 risks and
uncertainties include the failure of the parties to satisfy the
conditions to the Arrangement, in a timely manner, or at all. The
failure of the parties to satisfy the conditions to the Arrangement
may result in the Arrangement not being completed on the proposed
terms, or at all. In addition, the failure of We Grow or Westleaf
to comply with certain terms of the Arrangement Agreement may
result in We Grow or Westleaf being required to pay a
non-completion fee to the other party, the result of which could
have a material adverse effect on Westleaf's financial position and
results of operations and its ability to fund growth prospects and
current operations. Other risks and uncertainties which may cause
the actual results and future events to differ materially from
those expressed or implied by the forward-looking statements
contained in this press release include, but are not limited
to: risks relating to the ability to obtain or maintain
licenses to retail cannabis products; review of Westleaf's
production facilities by Health Canada and receipt of licenses 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
forward-looking statements contained in this press release will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such
statements.
Readers are cautioned that the foregoing list of factors is
not exhaustive. Additional information on other factors that could
affect the operations or financial results of Westleaf are included
in reports on file with applicable securities regulatory
authorities, including but not limited to Westleaf's Annual
Information Form for the year ended December
31, 2018 which may be accessed on Westleaf's SEDAR profile
at www.sedar.com
The forward-looking statements and information contained in
this press release are made as of the date hereof and Westleaf
undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy any securities nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities issued
pursuant to the Arrangement described herein have not been and will
not be registered under the United States Securities Act of 1933
and may not be offered or sold in the
United States except in transactions exempt from such
registration.
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SOURCE Westleaf Inc.