/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, Dec. 6, 2019
/CNW/ - Westleaf Inc. ("Westleaf") (TSX-V:WL) (OTCQB:WSLFF)
and We Grow B.C. Ltd. ("We Grow") announce pricing for the
previously disclosed non-brokered private placement financing of
subscription receipts for We Grow ("Subscription Receipts"),
at a price (the "Offering Price") of $0.21 per Subscription Receipt (the
"Offering"). The financing will be up to $3 million and will be led by insiders of
Westleaf and We Grow. The Offering is expected to be completed
prior to or concurrently with the previously announced plan of
arrangement under Division 5 of Part 9 of the Business
Corporations Act (British
Columbia) involving Westleaf, We Grow and certain
securityholders of We Grow (the "Arrangement"), estimated to
close on or about December 20,
2019.
Each Subscription Receipt will entitle the holder thereof to
acquire one unit of We Grow ("We Grow Unit"), with each We
Grow Unit consisting of one class "C" voting common participating
share in the capital of We Grow ("We Grow Class C Share")
and one-half of one common share purchase warrant of We Grow (each
full warrant a "We Grow Warrant"). Each We Grow Class C
Share and each We Grow Warrant will ultimately be exchanged under
the Arrangement for one common share in the capital of Westleaf
("Westleaf Share") and one common share purchase warrant of
Westleaf ("Westleaf Warrant"), respectively. The Westleaf
Warrants will be exercisable at a price of $0.28 per Westleaf Share (the "Exercise
Price") for a period of two years following the closing of the
Arrangement.
It is anticipated that the proceeds of the Offering (after
deduction of costs of fees incurred) will be used to integrate the
businesses of Westleaf and We Grow and for general corporate
purposes and future working capital. Although Westleaf and We Grow
intend to use the proceeds of the Offering as described above, the
actual allocation of proceeds may vary from the uses set forth
above, depending on future operations or unforeseen events or
opportunities.
Completion of the Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary
regulatory approvals including the approval of the TSX Venture
Exchange (the "TSXV"). The Offering Price and the Exercise
Price set forth in this news release supersedes the pricing set
forth in Westleaf's prior news release dated November 7, 2019.The TSXV has not yet approved
the Offering Price or the Exercise Price for the Offering and they
remain subject to the change.
This news 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 Offering and 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.
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. Westleaf's extraction and
processing facility, The Plant, will 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. Westleaf's Thunderchild
cultivation facility is scheduled for completion at the end of this
year.
About We Grow B.C. Ltd.
WGBC is an authorized licensed cultivator, processor, and seller
under the Cannabis Act. WGBC is located in Creston British Columbia in the heart of the
Kootenay's, where BC grown marijuana originated, and holds cannabis
cultivation, processing and sales licenses pursuant to the
applicable regulations of the Cannabis Act. WGBC has scalable
production facilities currently consisting of 100,000 square feet
of indoor space of which 24,000 has been retrofitted for Phase 1
Cultivation and up to 100-acre cultivation abilities for future
production. WGBC's cannabis production includes its brand
Qwest, which is considered a preeminent luxury cannabis
brand achieving one of the highest realized flower prices in
Canada.
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, statements concerning completion of the
Arrangement and the Offering and the timing thereof; the pricing of
the Offering and the Exercise Price; the use of proceeds from the
Offering; the payment of fees to certain eligible persons in
connection with the Offering; the integration of the businesses of
Westleaf and We Grow; 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 factors include, but are not limited to: risks relating to
the ability to obtain or maintain licences 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; 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,
regulatory or other approvals, including any approvals of the TSXV,
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 and We Grow 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.
