WMD WeedMD Inc

WeedMD Inc. (TSX-V:WMD) (OTCQX:WDDMF) (FSE:4WE) (“WeedMD” or the “Company”), a federally licensed producer and distributor of medical-grade cannabis is pleased to announce it has signed a Letter of Intent (the “LOI”) to acquire all of the issued and outstanding shares of renowned craft cultivator CannTx Life Sciences Inc. (“CannTx”) in an all-stock transaction (the “Transaction”). CannTx, which operates out of its licensed production facility in Guelph, Ontario, is a highly regarded cultivator that specializes in tissue culture and micropropagation techniques, agricultural research, craft cultivation, and processing of new cannabis products such as rosin and hash. Closing of the Transaction is subject to the parties finalizing a definitive agreement and the satisfaction of other conditions that are customary for transactions of this nature, and is expected to close in mid-year 2021.

Under the terms of the LOI, WeedMD will acquire and integrate CannTx’s business operations including CannTx’s B2B and adult-use businesses, currently doing business as Steadystem Solutions and Royal City Cannabis Co. Upon completion, the combined entity will house one of the most comprehensive genetic banks in the industry, further strengthening WeedMD’s already robust cultivation and high-margin processing activities for new strain and product expansion.

“The ethos of WeedMD will always be rooted in quality cultivation. With the acquisition of CannTx, we will now be able to participate across all market segments with a strong portfolio of refined cannabis brands and products that consumers are moving towards,” said George Scorsis, Interim CEO and Executive Chair of WeedMD. “The CannTx team is nationally regarded as one of the premier leaders in genetics validation and more recently for its craft cultivation and solventless, full-spectrum products under the Royal City Cannabis Co. brand - highlighted as some of the best craft products in the country. We are aligned in our philosophy that cannabis cultivation is a perfect mix of science and art. While working together in the genetic preservation and regeneration of our prized strains. we recognized that merging our talent and companies will solidify our respective businesses and together, move us closer to profitability.”

“Since 2013, we’ve been saying that the key to success in the cannabis marketplace will be product differentiation through innovation and high standards of quality and consistency. We appreciate that our vision is warmly welcomed by the brand-focused leadership at WeedMD,” said Mike Abbott, President, CEO and Co-Founder of CannTx. “We also appreciate the hard work that the management team has undertaken to transform WeedMD into a vehicle for growth and realization of shareholder value while respecting stakeholder interests. We are excited to leverage this corporate infrastructure to help us introduce our great products to more Canadians seeking cannabis produced with passion.”

“Our team of exceptional talents have clear actionable insights on how to solve present challenges in our industry to achieve excellent results,” said Buck Young, Executive Director and Co-Founder of CannTx. “We have accomplished so much as an employee-owned and founder-led company. Coming together will allow us to realize the commercial value of all our industry learnings alongside the talent, assets, and capabilities WeedMD possesses.”

By preserving their genetic assets and ensuring their integrity, WeedMD will be able to consistently and perpetually grow the same great products on which they’ve built an award-winning reputation. In addition to expanding WeedMD’s genetics bank and cultivars’ lifecycle with its rejuvenation techniques, CannTx’s platform also efficiently creates genetic assets storage.

Benefits to WeedMD and CannTx:

• Complementary Operations and Premium Craft Brand: WeedMD’s low-cost southwestern Ontario production platform and robust sales channels are expected to generate improved margins with the addition of craft brand Royal City Cannabis Co. which was recently added to a select group of “Craft Cultivators” by the Ontario Cannabis Store. CannTx’s indoor craft cultivation operations in Guelph, Ontario will be maintained as the Company’s craft and specialty production site (for rosin and hash processing). WeedMD’s low-cost, state-of-the-art greenhouse and outdoor cultivation operations housed in Strathroy continues to be the primary cultivation hub. Its Aylmer extraction facility is maintained as its primary biomass processing facility where its oils, capsules, balms and vape products are currently produced and also serves as it medical cannabis and retail packaging centre.
• Further Strengthens Distribution Capabilities: In addition to expanding its cultivation footprint into the craft market, WeedMD will leverage CannTx’s international relationships to market new and innovative consumption methods to emerging cannabis markets in the Americas and Europe. Additionally, CannTx’s affiliation with the University of Guelph and other learning institutions will broaden WeedMD’s network. The Company has the necessary infrastructure to meet emerging industry demand, including expanding medical cannabis portfolio and the rapidly growing retail environment in 2021.
• Broadens Technical Expertise and Proprietary Assets: With its limited overlap in talent, CannTx’s management team will bring extensive propagation, agricultural, and science-based experience, as well as strong industry and client relationships. Its proprietary Steadystem Solutions program, which collects tissues from donor plants and regenerates them using an in-vitro platform to re-produce and maintain historical cannabinoid and terpene profiles, while removing bacterial, fungal, entomological, and viral pathogens, is a welcome asset. These strengths will be complementary to WeedMD’s cultivation and product-focused skillsets.

Conference Call Information:

WeedMD will host a conference call with George Scorsis, Interim CEO and Executive Chair, alongside newly appointed CFO Beth Carreon, on Monday May 31st, 2021. Management will be available for questions following opening remarks.

Conference Call Details:

Date:	Monday, May 31, 2021
Time:	10 a.m. Eastern Time
Dial-in Number:	Canada/USA: 1-800-319-4610. International Toll: 1-604-638-5340Participants, please dial in and ask to join the WeedMD call
Replay Dial-in:	Canada/USA: 1-800-319-6413. International Toll: 1-604-638-9010Replay Access Code: 6629Available after 12:00 p.m. Eastern Time, until June 30, 2021

Access WeedMD’s 2021 Shareholder Newsletter here. Updated investor presentation and corporate deck can be found here.

About WeedMD Inc.

WeedMD Inc. is the publicly traded parent company of WeedMD RX Inc. and Starseed Medicinal Inc., licence holders producing and distributing cannabis products for both the medical and adult-use markets. The Company owns and operates a 158-acre state-of-the-art greenhouse, outdoor and processing facility located in Strathroy, ON as well as a fully-licensed 26,000 sq. ft. Aylmer, ON processing facility, specializing in cannabis extraction. With the addition of Starseed, a medical-centric operator, WeedMD has expanded its multi-channeled distribution strategy. Starseed’s industry-first, exclusive partnership with LiUNA, the largest construction union in Canada, along with employers and union groups complements WeedMD’s direct sales to medical patients. The Company maintains strategic relationships in the seniors’ market and supply agreements with Shoppers Drug Mart as well as seven provincial distribution agencies where adult-use brands Color Cannabis and Saturday are sold.

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For further information, please contact:

For Investor Enquiries:Valter PintoManaging Director KCSA Strategic Communications1-212-896-1254weedmd@kcsa.com

For Media Enquiries:Marianella delaBarreraVP, Communications & Corporate Affairs416-897-6644marianella@weedmd.com

To learn more, visit us at www.weedmd.com

Forward Looking Information This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation which are based upon WeedMD's current internal expectations, estimates, projections, assumptions and beliefs and views of future events. Forward-looking information can be identified by the use of forward-looking terminology such as "expect", "likely", "may", "will", "should", "intend", "anticipate", "potential", "proposed", "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may", "would" or "will" happen, or by discussions of strategy. Forward-looking information in this press release includes, but is not limited to, statements in respect of the Transaction, including the proposed terms and potential closing thereof and the potential synergies and impact on the prospects of WeedMD to be realized as a result of the Transaction.

The forward-looking information in this news release is based upon the expectations, estimates, projections, assumptions and views of future events which management believes to be reasonable in the circumstances. Forward-looking information includes estimates, plans, expectations, opinions, forecasts, projections, targets, guidance or other statements that are not statements of fact. Forward-looking information in this news release include, but are not limited to, statements with respect to internal expectations, expectations with respect to actual production volumes, expectations for future growing capacity and the completion of any capital project or expansions. Forward-looking information necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; loss of markets; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the cannabis industry in Canada generally; the ability of WeedMD to implement its business strategies; the COVID-19 pandemic; competition; crop failure; and other risks.

Any forward-looking information speaks only as of the date on which it is made, and, except as required by law, WeedMD does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for WeedMD to predict all such factors. When considering this forward-looking information, readers should keep in mind the risk factors and other cautionary statements in WeedMD's disclosure documents filed with the applicable Canadian securities regulatory authorities on SEDAR at www.sedar.com. The risk factors and other factors noted in the disclosure documents could cause actual events or results to differ materially from those described in any forward-looking information.

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