Category: News Releases

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 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 http://localhost:8084/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.

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.

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

/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 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.

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 – 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 is pleased to close its 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.

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

CALGARY, ALBERTA – April 30, 2019 – Westleaf Inc. (TSX-V: WL) (OTCQB: WSLFF) (“Westleaf“) announces that it has received voluntary commitments from each of its executive officers and directors (the “D&O’s“) pursuant to which the D&O’s have agreed that they will not offer, sell, assign, transfer, contract to sell or otherwise dispose of, or announce the intention to otherwise dispose of, any of their common shares of Westleaf (“Westleaf Shares“) or any securities convertible into Westleaf Shares such that all of the Westleaf Shares held either directly or indirectly by D&O’s will now be restricted from any trading, unless approved by Westleaf’s board of directors, until September 29, 2019.  This commitment is in addition to any escrow imposed by the TSX Venture Exchange.

“Westleaf’s directors and officers remain committed to Westleaf and its growth, and their voluntary commitment to not sell their Westleaf Shares or their securities convertible into Westleaf Shares, as an act of good faith, is expected to send a positive message to our shareholders,” stated Scott Hurd, Director, President and CEO.

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. Westleaf also has two significant production facilities under construction, with completion anticipated to occur in 2019. For more information, please visit http://localhost:8084 or www.prairierecords.ca.

Additional Information

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

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, among other things, completion of the production facilities and 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, receipt of all regulatory approval and completion of construction. 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.

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

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

CALGARY, April 18, 2019 /PRNewswire/ – Westleaf Inc. (TSX-V: WL)(OTCQB: WSLFF) (“Westleaf“), is pleased to announce it has exercised its previously announced option (the “Option“) to purchase all of the issued and outstanding shares of 102053592 Saskatchewan Ltd. (“592“), which operates a cannabis retail store located at 170-3020 Preston Avenue, Saskatoon.  Westleaf has now exercised options to purchase two retail cannabis stores in Saskatoon.

Highlights

• Premium Location: The Preston Avenue store is in a high density, shopping-friendly neighborhood in the city’s Stonebridge subdivision, and will complement the previously opened Prairie Records stores on Broadway and in Warman;
• Well Defined and Regulated Market: Saskatoon is the 17^th largest city in Canada with around 300,000 people in the metropolitan area. The Saskatchewan Liquor and Gaming Authority (the “SLGA“) has approved seven licenses for the Saskatoon market, with Westleaf owning two of such locations upon the anticipated closing of the Option.
• Truly Vertically Integrated Company – Westleaf is a vertically integrated company in the Canadian cannabis industry, with assets owned and under development across each vertical of the business, including cultivation, extraction, processing & manufacturing, distribution and wholly owned retail.

The store, which was built out as part of a license agreement with Westleaf, will operate under the Prairie Records retail banner and will be open for business on April 18, 2019. The store’s grand opening celebration is expected to occur on April 20, 2019, the day that is synonymous with the legalization of cannabis.

“While Prairie Records creates a unique and totally different cannabis retail experience, we do want to recognize the day that activists used to bring attention to the push for legalization of cannabis which has gone on for many years,” noted Adam Coates, Chief Commercial Officer at Westleaf. “We are excited to open our doors in two Saskatoon locations providing the community with a unique retail option that celebrates the relationship between cannabis and music.”

“Saskatchewan is proving to be a strong cannabis retail market as the sector continues to evolve and mature,” said Scott Hurd, President and CEO of Westleaf. “Here, we have the opportunity to deal directly with licensed producers in purchasing inventory, we are able to sell online across the province through our e-commerce platform, and the ratio of stores to market size make Saskatoon an ideal location to operate cannabis retail.”

Prairie Records currently has a store operating on Broadway Avenue in Saskatoon, and in Warman, Saskatchewan, approximately 20 minutes from Saskatoon, as well as province-wide online sales at www.prairierecords.com.

Pursuant to the Option purchase agreement, upon delivery of all closing deliverables, which is expected to occur today, Westleaf will acquire the shares of 592 for an aggregate price of $690,000, upon which 592 will become a wholly owned subsidiary of Westleaf. The purchase price for the 592 shares will be paid by: (i) the issuance of an aggregate of 346,153 common shares in the capital of Westleaf (“Common Shares“) at a deemed value of $1.56 per Common Share; and (ii) a cash payment $150,000. Under the Option purchase agreement, Westleaf was eligible to purchase and transfer the store once 592 (as license holder) received approval from the SLGA.

About Prairie Records

Focusing exclusively on densely populated neighborhoods, high traffic areas, and tourist destinations, Prairie Recordsretail stores will be situated premium retail locations across the country. The foundation of the retail concept is ingrained with a desire to create a unique cannabis purchasing experience through tactile in-store features and product offerings that highlight the relationship between music and cannabis. Westleaf continues to be committed to becoming a leader in the Canadian cannabis retail market.

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. Westleaf also has two significant production facilities under construction, with completion anticipated to occur in 2019. For more information, please visit www.westleaf.com or www.prairierecords.ca.

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, among other things, to: the closing of the Option; timing and opening of the new retail store located at 170-3020 Preston Avenue, Saskatoon and the planned rollout of other retail locations; timing and completion of Westleaf’s production facilities; and 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: satisfaction of all conditions to the exercise and closing of the Option; timing and completion of construction of retail locations; review of facilities by Health Canada and receipt of a licence from health Canada in respect of Westleaf’s production facilities; future legislative and regulatory developments involving cannabis; the ability of Westleaf to implement its business strategy; ability to access sufficient capital from internal and external sources, and/or ability to access sufficient capital on favorable terms; the labour market generally and the ability to access, hire and retain employees; the cannabis industry in Canada generally; general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board 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.

The forward-looking statements and information contained in this news release are made as of the date hereof and Westleaf undertakes no obligation to update publicly or revise any forward-looking statement or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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.

SOURCE Westleaf Inc.

CALGARY, April 17, 2019 /CNW/ – Westleaf Inc. (TSX-V: WL)(OTCQB: WSLFF) (“Westleaf“), is pleased to announce it has exercised its previously announced option (the “Option“) to purchase all of the issued and outstanding shares of 102053012 Saskatchewan Ltd. (“102“), which operates a cannabis retail store located at 720 Broadway Avenue, Saskatoon.

Highlights

• Premium Location: The 720 Broadway Avenue store is in a high density, shopping-friendly neighborhood, situated in the middle of the city’s densest commercial and entertainment district and is also close to the University of Saskatchewan, the largest post-secondary institution in the province;
• Well Defined and Regulated Market: Saskatoon is the 17^th largest city in Canada with around 300,000 people in the metropolitan area. The Saskatchewan Liquor and Gaming Authority (the “SLGA“) has approved seven licenses for the Saskatoon market, with Westleaf owning one of such locations upon the anticipated closing of the Option, while having a previously announced option to purchase a second location.
• Truly Vertically Integrated Company – Westleaf is a vertically integrated company in the Canadian cannabis industry, with assets owned and under development across each vertical of the business, including cultivation, extraction, processing & manufacturing, distribution and wholly owned retail.

Pursuant to the Option purchase agreement, upon delivery of all closing deliverables, which is expected to occur today, Westleaf will acquire the shares of 102 for an aggregate price of $690,000, upon which 102 will become a wholly owned subsidiary of Westleaf. The purchase price for the 102 shares will be paid by: (i) the issuance of an aggregate of 315,789 common shares in the capital of Westleaf (“Common Shares“) at a deemed value of $1.71 per Common Share; and (ii) a cash payment $150,000. Under the Option purchase agreement, Westleaf was eligible to purchase and transfer the store once 102 (as license holder) received approval from the SLGA.

The store, which was built out as part of a license agreement with Westleaf, will operate under the Prairie Records retail banner and will be open for business on April 17, 2019. The store’s grand opening celebration is expected to occur on April 20, 2019, the day that is synonymous with the legalization of cannabis.

“While Prairie Records creates a unique and totally different cannabis retail experience, we do want to recognize the day that activists used to bring attention to the push for legalization of cannabis which has gone on for many years,” noted Adam Coates, Chief Commercial Officer at Westleaf. “We are excited to open our doors in Saskatoon providing the community with a unique retail option that celebrates the relationship between cannabis and music.”

“Saskatchewan is proving to be a strong cannabis retail market as the sector continues to evolve and mature,” said Scott Hurd, President and CEO of Westleaf. “Here, we have the opportunity to deal directly with licensed producers in purchasing inventory, we are able to sell online across the province through our e-commerce platform, and the ratio of stores to market size make Saskatoon an ideal location to operate cannabis retail.”

Prairie Records currently has a store operating in Warman, Saskatchewan, approximately 20 minutes from Saskatoon, as well as province-wide online sales at www.prairierecords.com. Westleaf holds an additional option to purchase a second store in Saskatoon.

About Prairie Records

Focusing exclusively on densely populated neighborhoods, high traffic areas, and tourist destinations, Prairie Recordsretail stores will be situated premium retail locations across the country. The foundation of the retail concept is ingrained with a desire to create a unique cannabis purchasing experience through tactile in-store features and product offerings that highlight the relationship between music and cannabis. Westleaf continues to be committed to becoming a leader in the Canadian cannabis retail market.

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. Westleaf also has two significant production facilities under construction, with completion anticipated to occur 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, among other things, to: the closing of the Option; timing and opening of the new retail store located at 720 Broadway Avenue, Saskatoon and the planned rollout of other retail locations; timing and completion of Westleaf’s production facilities; and 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: satisfaction of all conditions to the exercise and closing of the Option; timing and completion of construction of retail locations; review of facilities by Health Canada and receipt of a licensee from health Canada in respect of Westleaf’s production facilities; future legislative and regulatory developments involving cannabis; the ability of Westleaf to implement its business strategy; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the labour market generally and the ability to access, hire and retain employees; the cannabis industry in Canada generally; general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board 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.

The forward-looking statements and information contained in this news release are made as of the date hereof and Westleaf undertakes no obligation to update publicly or revise any forward-looking statement or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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.

SOURCE Westleaf Inc.

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