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Formerly Westleaf Inc.

Westleaf Inc. Announces C$12 Million Bought Deal Financing


/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./

CALGARYApril 10, 2019 /CNW/ – Westleaf Inc. (the “Company” or “Westleaf“) (TSX-V:WL)(OTCQB:WSLFF) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Canaccord Genuity Corp. (the “Underwriters“), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 12,000 convertible debenture units of the Company (the “Units“) at a price of $1,000 per Unit for aggregate gross proceeds to the Company of $12,000,000 (the “Offering“). Each Unit shall consist 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 235 common share purchase warrants of the Company (each a “Warrant“).

The Company has granted 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, C$932 per Convertible Debenture and/or C$0.29 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“).

The Convertible Debentures will mature and be repayable on a Date that is 36 months from the Closing Date (the “Maturity Date“) and will accrue interest at the rate of 9.5% per annum payable in arrears on June 30 and December 31of each year, commencing on June 30, 2019. 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 $2.13, subject to adjustment in certain events (the “Conversion Price“). The Conversion Price represents a conversion rate of approximately 469 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 six 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 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 Date.

Each Warrant will be exercisable to acquire one Common Share (a “Warrant Share“) for a period of 36 months from the Closing Date at an exercise price of $2.75 per Warrant Share.

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 a short form prospectus to be filed in all provinces of Canada except Quebec. The Offering is expected to close on May 2, 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.

The securities comprising the Units being offered, and the Common 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 ColumbiaAlbertaSaskatchewan 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.

SOURCE Westleaf Inc.

For further information: Bruce Leslie, VP Corporate Communications, Bruce.leslie@westleaf.com, 403-801-7612

Westleaf Launches Online Retail to Serve Saskatchewan


Westleaf’s Prairie Records online store will provide access for consumers across the province

CALGARYApril 1, 2019 /CNW/ – Westleaf Inc. (TSX-V:WL)(OTCQB:WSLFF) (“Westleaf“), is pleased to announce it has launched its e-commerce site for sales across the entire province of Saskatchewan. The retail site at www.prairierecords.ca, provides consumers in the province convenient online access to a wide variety of products through the unique Prairie Records retail concept, which combines music and cannabis in an engaging online experience.

“The launch of online retail is an important next step in rolling out the Prairie Records brand across Saskatchewan and the rest of Western Canada over the coming months,” said Scott Hurd, President and CEO of Westleaf. “The province of Saskatchewan has proven to be a positive regulatory environment to launch our retail operations and we are pleased it is the first jurisdiction with a Prairie Records online presence.”

Highlights:

  • Province-Wide Direct Sales: Provides age-gated access to Prairie Records large selection of premium products, accessories and merchandise direct to consumers across Saskatchewan;
  • Wide SelectionPrairie Records is launching its e-commerce site with 65 individual SKUs of cannabis products in addition to a wide variety of accessories and merchandise;
  • Expediated Delivery: Online purchases will be sent directly to consumers from the Prairie Records facility in Warman, Saskatchewan, with same day delivery available to most of the province in the coming weeks;
  • Combining Music and Cannabis: The Prairie Records online retail experience will mirror the unique in-store experience, combining music with cannabis, including product information on album covers and matching product characteristics with curated playlists;
  • Additional Retail – Westleaf holds the option to purchase two more stores in Saskatoon, which are scheduled to be open by April 20th.

“By extending the Prairie Records brand across Saskatchewan, we will continue to build awareness around the unique retail experience both in store and online, which we believe will help build a strong customer base,” said Adam Coates, Chief Commercial Officer at Westleaf.

About Prairie Records
Focusing exclusively on densely populated neighborhoods, high traffic areas, and tourist destinations, Prairie Recordsretail stores will be situated in some of the most 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 celebrate the relationship between music and cannabis. Featuring a rollout of up to of 50 retail locations in markets across Western Canada. Westleaf continues to be committed to becoming a leader in the cannabis retail market in Canada.

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 ColumbiaAlbertaSaskatchewan 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: (i) rollout of retail locations, including timing and opening of three retail locations in Saskatchewan; (ii) timing and completion of Westleaf’s production facilities; (iii) receipt of regulatory approval for the purchase and transfer of the Saskatchewan retail locations; (iv) rollout of national online sales; (v) timing of delivery expectations; and (vi) 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 of the option agreements; receipt of approval of the permit application from the SLGA as well as approval from the SLGA for the purchase and transfer of the Saskatchewanretail locationsreceipt of retail licenses from regulatory bodies and the lifting or loosening of the moratorium on new cannabis retail licenses in Alberta; timing and completion of construction of retail locations; review of facilities by Health Canada and receipt of a license from Health Canada in respect of Westleaf’s production facilities 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 assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

SOURCE Westleaf Inc.

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

Westleaf Added to World’s First and Largest Cannabis ETF


Westleaf joins leading cannabis companies on Horizons Marijuana Life Sciences Index ETF

CALGARYMarch 22, 2019 /CNW/ – Westleaf Inc. (TSX-V: WL) (OTCQB:WSLFF) (“Westleaf“), is pleased to announce it has been included on the Horizons Marijuana Life Sciences ETF (“HMMJ“) (“TSX:HMMJ”). HMMJ is an index (or passively managed) ETF, which seeks to replicate, to the extent possible, the performance of the North American Marijuana Index, net of expenses. This index is designed to provide exposure to the performance of a basket of North American publicly listed life sciences companies with significant business activities in the cannabis industry. The North American Marijuana Index selects from a current universe of companies that have operations that may include one or more of biopharmaceuticals, medical manufacturing, distribution, bio-products and other ancillary businesses related to the cannabis industry.

“We believe the inclusion of Westleaf in the HMMJ is validation that we have laid out an appropriate strategy, that we are showing progress in our execution and that the vertical integration business model is the right approach in an industry that is going through early life-cycle changes,” said Scott Hurd, President and CEO of Westleaf.

HMMJ is the world’s first ETF that offers direct exposure to North American listed securities involved in the cannabis industry. The fund is designed to provide exposure to the performance of the North American publicly listed cannabis companies with significant activities. The fund was established in 2017 and currently has net assets of more than $1.03 billion (as of 2019-03-20) and is listed on the TSX.

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 ColumbiaAlbertaSaskatchewan 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 http://localhost:8084 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: (i) rollout of retail locations; (ii) timing and completion of Westleaf’s production facilities; and (ii) 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: receipt of retail licenses from regulatory bodies and the lifting or loosening of the moratorium on new cannabis retail licenses in Alberta; timing and completion of construction of retail locations; review of facilities by Health Canada and receipt of a license from Health Canada in respect of Westleaf’s production facilities 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 assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

SOURCE Westleaf Inc.

For further information: Bruce Leslie, VP Corporate Communications, Bruce.leslie@localhost, 403-801-7612 Or Lauren Steeves, North Strategic, Lauren.steeves@northstrategic.com, 306-717-3253

Westleaf Announces Opening Dates for Two New Saskatchewan Retail Stores


The opening of Westleaf’s Prairie Records stores in Saskatoon
to celebrate the connection between music and cannabis  

CALGARYMarch 21, 2019 /CNW/ – Westleaf Inc. (TSX-V: WL) (OTCQB: WSLFF) (“Westleaf“), is pleased to announce it plans to open two Prairie Records stores in Saskatoon by April 20, in celebration of the day that was synonymous with cannabis legalization activities. Under a license agreement, the two stores are being built out under the Prairie Recordsbrand by the current license holders. Westleaf holds an option to purchase both locations, which it plans to exercise once the Saskatchewan Liquor and Gaming Agency (SLGA) approves the purchase and transfer. Prairie Recordscurrently has a store operating in Warman, Saskatchewan, approximately 20 minutes from Saskatoon.

Saskatoon and all of Saskatchewan, is proving to be one of the strongest cannabis retail markets in Canada as the sector continues to evolve and mature,” says Scott Hurd, President and CEO of Westleaf. “We have the opportunity to deal directly with licensed producers in stocking our shelves, 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.”

The two stores, both in premium locations, are planned to open in time to celebrate April 20th, the day associated with the push to legalize 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 injustice of the illegalization of cannabis for many years,” noted Adam Coates, Chief Commercial Officer at Westleaf. “We are planning some exciting events around the opening of these stores bringing together the community in celebration of local music and to highlight the relationship with between music and cannabis.”

Highlights

  • Premium Locations: The Saskatoon locations, Broadway (720 Broadway Avenue) and Stonebridge (Unit #170 3020 Preston Avenue), are both premium locations in high density, shopping-friendly neighbourhoods. The Broadway location is in one of the city’s densest commercial and entertainment districts and is also close to the University of Saskatchewan, the largest post-secondary institution in the province and one of the largest in Canada;
  • Well Defined and Regulated Market: Saskatoon is the 17th largest metropolitan area in Canada with around 300,000 people in the metropolitan area. The SGLA has approved seven licenses for the market, with Westleaf holding two locations under option to purchase agreements. Westleaf believes the ratio of population to licenses will make Saskatoon one of the best markets to operate cannabis retail in Canada;
  • Opening of Prairie Records a Celebration: The opening of the two stores in Saskatoon will celebrate the connection between cannabis and music intrinsic in the Prairie Records brand. Local bands and emerging artists will be highlighted and showcased as part of the opening celebrations;
  • Truly Vertically Integrated Company – Westleaf is one of the few truly vertically integrated companies 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. Westleaf believes that being vertically integrated provides significant optionality and defensively positions the company to protect margins across the life cycle of the industry.

About Prairie Records

Focusing exclusively on densely populated neighborhoods, high traffic areas, and tourist destinations, Prairie Recordsretail stores will be situated in some of the most 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 celebrate the relationship between music and cannabis. Featuring a planned rollout of up to 50 retail locations across Canada. 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 ColumbiaAlbertaSaskatchewan 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: (1) the exercising and closing of the option to purchase; (2) timing and opening of the two new retail locations in Saskatoon and planned rollout of other retail locations; (3) timing and completion of Westleaf’s production facilities; (4) receipt of regulatory approval for the purchase and transfer of theSaskatoon locations; and (5) 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 of the option agreements; receipt of approval of the permit application from the SLGA as well as approval from the SLGA for the purchase and transfer of the Saskatoonlocations; receipt of retail licenses from other regulatory bodies and the lifting or loosening of the moratorium on new cannabis retail licenses in Alberta; 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 facilitiesgeneral 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. 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. 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 Or Lauren Steeves, NorthStrategic, Lauren.steeves@northstrategic.com, 306-717-3253

Westleaf Enters Exclusive Partnership with Industry Leader in Cannabis Derivative Product Research and Production


Westleaf and Xabis agree to exclusive Canadian engagement for manufacturing cannabis derivative products

CALGARYMarch 18, 2019 /CNW/ – Westleaf Inc. (TSX-V: WL) (OTCQB:WSLFF)(“Westleaf“), is pleased to announce it has executed a term sheet with Xabis Inc. (“Xabis“), whereby Xabis has agreed, subject to execution of a definitive agreement, to provide expertise to the Company’s Calgary cannabis extraction and production facility. The facility formerly known as Delta West, will be rebranded The Plant by Westleaf Labs (“The Plant“) after Westleaf consolidated its interest in The Plant to 100%. Provided Health Canada issues the applicable license for The Plant, the extraction and production facility under construction in south east Calgary is expected to produce cannabis derivative products and, after legalization of such products which is expected later this year, consumables, topicals and other cannabis infused products, subject to and in compliance with provincial and federal regulations.

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 150 years of collective experience, Xabis’s team of PHDs and scientists manage, what in Westleaf’s view, is the most technically difficult processes in the cannabis life-cycle, all aspects of the extraction and manufacturing of cannabis infused products.

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 run facilities in various states in the US for a total of 8 years of cumulative operating experience; and
    • Xabis has developed more than two dozen different form factors (delivery systems such as vape pens etc.) and concentrate types with more than two hundred individual product SKUs, including oil based oral solutions, gummy edibles, hard pressed tablets, water soluble powders, oil-based capsules, body melt capsules and suppositories.
  • Focus on High Margin Products – Upon legalization of the broader set of derivative cannabis products, Westleaf believes a diversified offering of derivative cannabis products will account for the majority of consumer demand. Westleaf is focused on differentiated product formulations to produce vape cartridges, edibles, beverages, and topicals to meet this expected demand in accordance with applicable regulations.
  • Developing Products for the Global Market – The Plant is being built to EU Good Manufacturing Process (GMP) specifications to ensure compliance regulations in Canada (one of the largest emerging cannabis markets), and 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.
  • Scalability – The Plant includes an approximately 60,000 square foot complex with Phase I (~15,000 sq. ft.) designed to include R&D, processing, extraction, manufacturing and order fulfillment. Construction is expected to be complete in summer 2019. It is anticipated that the facility will be capable of producing the full suite of new derivative product lines in preparation of Health Canada’s anticipated legalization of derivative and consumable products, expected to occur on October 17, 2019.
  • 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, as well as contract manufacturing services for raw extract and distillation.
  • Truly Vertically Integrated Company – Westleaf is one of the few truly vertically integrated companies 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. Westleaf believes that being vertically integrated provides significant optionality and defensively positions the company to protect margins across the life cycle of the industry.

“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 the industry’s best and most 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 legalized recreational market. Xabis has designed, built, and operated facilities in five (5) US states where medical or recreational cannabis has been legalized.

“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 derivative products and bring in the best minds in the industry to help leverage our expertise in building and running these types of facilities.”

The Brand Story

The Plant derives its name from the origin story of the company: a plant is not just a source of life; at Westleaf, it’s our source of inspiration. Not only nature’s ideal version of growth, to us, it’s also a place of progress and production. A place to press forward. To build on our foundation, extract our most potent ideas, and to optimize everything we do. It’s not where we cultivate, it’s where we innovate. In order to ensure we provide the absolute best our country has to offer and fulfill our mandate to be at the forefront of cannabis research, development and technology. This is our place of constant growth.

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 ColumbiaAlbertaSaskatchewan 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: (i) the execution of a definitive agreement with Xabis; (ii) development of The Plant facility, the quality of the facility, the products to be produced at the Facility and the expected opening date thereof; (iii) the legalization of derivative products and the resulting market therefor; (iv) Westleaf’s ability to market and sell its products across different markets, including globally; (v) approval of Health Canada for The Plant; and (v) 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: 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 assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

SOURCE Westleaf Inc.

For further information: Bruce Leslie, VP Corporate Communications, Bruce.leslie@westleaf.com, 403-801-7612; Or Lauren Steeves, NorthStrategic, Lauren.steeves@northstrategic.com, 306-717-3253

Westleaf Receives Development Permit Approval for its Flagship Prairie Records Cannabis Store in Banff, Alberta and Provides Retail Update


Prairie Records store in one of Canada’s most visited tourist destinations underscores premium retail strategy

CALGARYMarch 13, 2019 /PRNewswire/ – Westleaf Inc. (TSX-V: WL) (“Westleaf“), is pleased to announce the Town of Banff has approved its development permit for a flagship retail location in the heart of Canada’s most visited national park. The location on Caribou Street just off famed Banff Avenue, will be developed as a flagship in the Prairie Records brand of cannabis stores. The town located one hour west of Calgary, attracts more than 4 million visitors annually and is Canada’s most visited national park and one of the top tourist destinations in the country. Westleaf remains on track to open approximately 20 locations in Alberta and Saskatchewan by the end of Q3 2019, subject to receipt of required regulatory approvals including receipt of cannabis retail licenses from the Alberta Gaming, Liquor and Cannabis and the Saskatchewan Liquor and Gaming Authority.

“Premium retail locations are the cornerstone of our vertically integrated strategy and which we believe uniquely differentiates Westleaf by providing access to wholly owned distribution channels,” said Scott Hurd, Westleaf’s President and CEO. “We have built our Prairie Records retail brand to be a superior retail experience and have focused on locations with high foot traffic in urban centres and resort destinations. There are very few locations in Canada that tick off as many boxes as the Banff location does. If you have ever been to the intersection of Banff Avenue and Caribou Street on a summer weekend, you will know exactly what we are talking about.”

“The space is also exceptionally unique,” added Adam Coates, Chief Commercial Officer at Westleaf. “We have secured a former nightclub, which includes approximately 5,000 square feet of development. This will give us plenty of room to present an unprecedented retail experience, rooted in an immersive musically themed approach, complete with listening booths, to create an absorbing way to learn about the products.” The store will be in the basement of the historic King Edward Hotel which was built in 1904 and is the second oldest hotel in Banff.

Prairie Records is an engaging retail concept, which marries cannabis with music in a natural and instinctual way. Product information is presented on album covers and categorized and aligned with different types of music. “Through this concept the consumer is presented with choices they can immediately identify with,” explains Coates. “For example you can steer towards the ‘Just Dance’ section, which will give you an idea of the type of cannabis product you would want for a night on the town, or you can turn towards the ‘Dreams’ section, if perhaps you are looking for a relaxing evening at home. Using music and musical nomenclature to align the customer to what they are looking for has created a brand proposition for Prairie Records that will stand out from all other retailers and help us create a unique tie with the consumer.”

Banff Location Highlights:

  • High Traffic Area: With annual visitors of more than four million, it is expected that the cannabis retailers in Banff will have one of the highest ratios of customers to stores in Canada;
  • Year-Round Resort: Banff is a four-season resort community with a large number of visitors in both summer and winter months coming for world-class outdoor activities;
  • Tourism Potential: Cannabis tourism has been identified as a potential growth industry across Canada, with many of the budding tour operators concentrated in the west and in the mountain resort communities;
  • Number of StoresPrairie Records Banff, is one of five development permits issued for the mountain community;
  • Part of a Truly Vertically Integrated Company: Westleaf is one of the few truly vertically integrated companies 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. Westleaf believes that being vertically integrated provides significant optionality and defensively positions the company to protect margins across the life cycle of the industry.

Currently the Banff Prairie Records location is being developed with an opening date in Q3 of this year, pending completion of conditions and release of the development permit from the Municipal Planning Commission in Banff as well as the lifting or loosening of the moratorium on new cannabis retail licenses from the Alberta Gaming, Liquor and Cannabis (AGLC) which has been imposed due to supply constraints.

The unique design, warm features and welcoming spaces are designed by FRANK Architecture & Interiors of Calgary, one of the top design firms in Canada and a leading design company in the hospitality space.

About Prairie Records
Focusing exclusively on densely populated neighborhoods, high traffic areas, and tourist destinations, Prairie Records retail stores will be situated in some of the most 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 celebrate the relationship between music and cannabis. Featuring a rollout of upwards of 50 retail locations in markets across Canada. Westleaf continues to be committed to becoming a leader in the cannabis retail market in Canada.

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 ColumbiaAlbertaSaskatchewan 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: (i) the development of the Prairie Records facilities, the quality of the facilities and the expected opening date thereof; (ii) the legalization of derivative products and the resulting market therefor; (iii) construction of and timing to open Westleaf’s retail locations, including but not limited to the the Banff Prairie Records location and Westleaf’s retail operations roll-out across Canada; (iv) timing and completion of Westleaf’s production facilities; (v) 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: lifting or loosening of the moratorium on new cannabis retail licenses from the AGLC and receipt of a cannabis retail license from the AGLC in respect of Westleaf’s retail locations; 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; receipt of funding for completion of construction; 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. 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.

SOURCE Westleaf Inc.

Westleaf Begins Trading in the US on the OTCQB Venture Market


Latest development in Company’s execution of strategy to provide additional channels for investors to participate

CALGARYFeb. 27, 2019 /PRNewswire/ – Westleaf Inc. (TSX-V: WL) (OTCQB:WSLFF) (“Westleaf“) is pleased to announce it has been approved to begin trading on the OTCQB effective immediately. Westleaf begins trading tomorrow under the symbol “WSLFF”. Investors can find real-time information on the Company and the trading statistics at www.otcmarkets.com.

“We are excited to provide an additional channel for investors to participate in Westleaf by being available to the US market through the OTCQB,” noted Scott Hurd, President and CEO of Westleaf. “This comes at a time when we are executing on all aspects of our vertically integrated cannabis strategy, from cultivation, and extraction through to product formulation and retail distribution.”

Highlights:

  • Trading Under “WSLFF” on OTCQB: Westleaf will be trading under the symbol WSLFF and will be available immediately on the OTCQB;
  • Vertically Integrated Company: Westleaf is a Canadian vertically integrated cannabis company operating or developing assets for the Canadian medicinal and recreational cannabis marketplace;
  • Westleaf operates or is developing assets across the cannabis value chain, including:
    • Cultivation: A 130,000 square foot indoor cultivation facility in Saskatchewan under construction and expected to produce ~14,600 kg of flower per annum once both phases are completed (see assumptions in forward looking statements)
    • Extraction: A 60,000 square foot extraction and production facility in Alberta under construction, which is expected to produce a variety of derivative cannabis products, including tincture oil and gel caps (currently allowed under the Cannabis Act in Canada)
    • Distribution: Retail operations under the unique Prairie Records brand rolling out across Western Canadawith plans to open up to 50 stores by the end of 2020.

Westleaf joins a growing list of Canadian companies that have chosen to trade on the OTCQB. The market provides companies with increased exposure to US and global investors interested in the cannabis space.

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 ColumbiaAlbertaSaskatchewan 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: (i) the business and operations of Westleaf, including the implementation of Westleaf’s vertically integrated cannabis strategy; (ii) Westleaf’s cultivation facility in Saskatchewan currently under construction (the “Thunderchild facility”), including the development of the Thunderchild facility, the quality of the facility, the expected opening date thereof, and production estimates from the Thunderchild facility; (iii) Westleaf’s extraction and production facility in Alberta under construction, and (iv) Westleaf’s retail operations roll-out acrossWestern Canada.  Such forward-looking statements are subject to certain assumptions that are reasonable in management’s view, including that the expected production numbers for the Thunderchild facility are based on 7,300 kg of cannabis flower in each of Phase I and Phase II of the Thunderchild cultivation facility, with Phase I consisting of the following: facility floor plate of approximately 65,550 square feet (~85,000 total square feet); Phase I and II each have grow/flower bench capacity of 21,000 square feet and assumes 60 grams per yield per square foot per harvest and 5.8 harvests per annum. Cultivation and sale of cannabis from the Thunderchild facility is subject to receipt of a license from Health Canada. 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: timing and completion of the exterior and interior of Westleaf’s facilities under construction; completion of review of the facilities by Health Canada and receipt of a license from Health Canada; compliance with all conditions to draw down on the ATB Financial credit facilities of Westleaf; assumptions regarding facility size, yield and harvests at the facility; general business, economic, competitive, political and social uncertainties;. 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.

SOURCE Westleaf Inc.

Westleaf Hits Construction Milestone in Development of Thunderchild Cannabis Cultivation Facility


Large scale, high quality indoor grow facility under construction in Battleford, Saskatchewan

CALGARYFeb. 26, 2019 /CNW/ – Westleaf Inc. (TSX-V: WL) (“Westleaf” or the “Company) is pleased to announce it has taken its next step in being a truly vertically integrated cannabis company, by substantially completing the exterior construction work and now commencing on the interior build of its Thunderchild cultivation facility. The ~130,000 square foot indoor cultivation facility under construction is expected to produce ~14,600 kg of flower per annum once both phases are completed (see assumptions in forward looking statements) and is fully funded, which include commitments from ATB Financial to provide up to $24 million in senior debt in connection with phase one and two of the facility. Once licensed by Health Canada, the facility will be the Company’s flagship grow operation that has been designed by Westleaf’s experienced operations team, with prior senior management experience at one of the largest North American cannabis operators, having collectively designed over 48 cultivation facilities and operated 24.

Highlights

Vertically Integrated Company – the Thunderchild cultivation facility complements Westleaf’s vertically integrated strategy, and once licensed by Health Canada, will provide the Company with a foundational production facility which will provide product to the Company’s extraction and processing facility located in Calgary, Alberta and ultimately to its wholly owned retail operations in Western Canada, operating under the brand Prairie Records.

Demonstrated Cannabis Cultivation Expertise – Westleaf’s senior operations team brings a pedigree difficult to find in the nascent cannabis industry with a track record of designing and operating dozens of cannabis cultivation facilities while achieving industry leading yields.

Thunderchild Facility Financing – The cultivation facility is being financed through funds on hand and a development loan from ATB Financial in two installments (up to $24 million) assigned to the two phases of construction. The loan has given Westleaf flexibility in building the facility with non-dilutive capital. For a description of the credit facility from ATB Financial and when the Company may draw down on such credit facility, please see the Company’s Annual Information Form dated January 15, 2019.

High-Quality Indoor and Scalable Facility – Phase one of Thunderchild includes an ~85,000 square foot indoor growing facility which, once fully licensed, is expected to be produce ~7,300 kgs of high-quality, consistent dried cannabis flower annually. Phase two is expected to double the annual production of the facility to ~14,600 kgs per annum and bring the total facility size to ~130,000 square feet.

Thunderchild First Nation Partnership – The name of the facility (Thunderchild by Westleaf Cannabis) is a nod to one of Westleaf’s largest and earliest shareholders, Thunderchild First Nation. In addition, the cultivation site is located on lands owned by the Thunderchild First Nation in Battleford, Saskatchewan and is anticipated to provide a source of long-term employment for up to 150 people.

“The Thunderchild facility is a key component in Westleaf’s vertically integrated cannabis strategy,” explains Scott Hurd, President and CEO of Westleaf. “This facility is designed to produce some of the highest quality cannabis in the industry. We expect it will provide us the source product to feed our extraction and processing facility in Calgary, Alberta  and can be sold through our wholly owned retail stores, Prairie Records, now opening across Western Canada. This three-pronged approach provides us a unique advantage in the industry as we will be able to adjust product mix based on real time consumer feedback from the retail level and allow us to capture margin across the entire vertical cannabis chain.” Hurd added.

The wholly owned Thunderchild cultivation facility began as a partnership with the Thunderchild First Nation and is being built on land owned by the First Nation in Battleford, Saskatchewan. Hurd notes that the relationship with the indigenous nation is an important one in the development of the Company, as Thunderchild was one of the early investors in Westleaf and remains one of the largest shareholders. “We believe this facility will be a source of pride for the members of the Thunderchild Nation and provide a source of long-term employment going forward,” said Hurd. Once fully operational the facility is expected to hire up to 150 people from the neighbouring communities.

The development of the Thunderchild facility is being overseen by four key members of the Westleaf executive team: Ben Kaanta, Chief Operating Officer; Shon Williams, Chief Development Officer, Christian Monson, Chief Legal Officer and VP, Strategy, and Matt Marshall, Director of Cultivation and Training. All are veterans of the Colorado cannabis industry and were senior members of the executive team at one of the largest global operators of cannabis assets, where they designed 48 and operated 24 cannabis cultivation and production facilities across North America.

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 ColumbiaAlbertaSaskatchewan 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: (i) the development of the Thunderchild facility, the quality of the facility and the expected opening date thereof; (ii) production estimates from the Thunderchild facility; (iii) the business and operations of Westleaf; and (iv) expected production numbers are based on 7,300 kg of cannabis flower in each of Phase I and Phase II of the Thunderchild cultivation facility, with Phase I consisting of the following: facility floor plate of approximately 65,550 square feet (~85,000 total square feet); Phase I and II each have grow/flower bench capacity of 21,000 square feet and assumes 60 grams per yield per square foot per harvest and 5.8 harvests per annum. Cultivation and sale of cannabis from the facility is subject to receipt of a license from Health Canada. 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: timing and completion of the exterior and interior of the facility; completion of review of the facility by Health Canada and receipt of a license from Health Canada; compliance with all conditions to draw down on the Alberta Treasury Branches credit facilities; assumptions regarding facility size, yield and harvests at the facility; general business, economic, competitive, political and social uncertainties;. 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.

SOURCE Westleaf Inc.

For further information: Bruce Leslie, VP Corporate Communications, Bruce.leslie@westleaf.com, 403-801-7612 Or Chelsea Smyth, North Strategic, chelsea.smyth@northstrategic.com, 403-616-4956

Westleaf Opens Prairie Records Retail Cannabis Store and Adds Option for Fourth Saskatchewan Location


Marks another milestone in Westleaf’s roll-out of its cannabis retail operations

CALGARYFeb. 11, 2019 /CNW/ – Westleaf Inc. (TSX-V: WL) (“Westleaf“), is pleased to announce the opening of a Prairie Records cannabis retail operation in Warman, Saskatchewan and that the company has secured an option agreement (the “Option“) to acquire an additional cannabis retail store location in Swift Current. The Option is conditional on provincial regulatory approval of the permit application and the transactions contemplated by the Option. The Swift Current location is expected to be operated under the Prairie Records brand.

Prairie Records is a unique retail experience that celebrates the instinctual relationship of music and cannabis and surrounds the customer with the aesthetic of shopping in a vintage vinyl shop. The Prairie Records store is now open, centrally located in the town of Warman, just north of Saskatoon. The 3,200-square-foot location includes a retail storefront and warehouse space for an e-commerce fulfillment centre to serve the entire Saskatchewan market.

Highlights

  • Launch of the one-of-a-kind cannabis retail experience Prairie Records, and one of ~50 stores planned across Western Canada by the end of 2020;
  • The Warman location will serve as the online fulfillment centre for direct to consumer sales across the entire province of Saskatchewan;
  • Westleaf now has the option to purchase three additional retail stores in Saskatchewan, two in Saskatoon, and one in Swift Current. All options are conditional on provincial regulatory approval.

Prairie Records is going to stand out from our competitors as something distinct and will provide the customer with a unique and engaging cannabis retail experience,” said Adam Coates, Chief Commercial Officer with Westleaf. “From the moment you walk through the door the customer will be greeted by a differentiated and inviting approach to cannabis retail.” Coates noted that shopping at a Prairie Records store will invoke the feeling of a retro-record shop, complete with music paraphernalia, curated play lists, and product information being presented on album covers.

“The opening of this Prairie Records location in Saskatchewan represents a significant milestone for Westleaf” said Scott Hurd, President and CEO of Westleaf. “As a vertically integrated cannabis company we are steadfast in our commitment to execute on our plans to have assets across the cannabis value chain. Combined with the cultivation facility under construction near Battleford, Saskatchewan and the extraction, R&D and production centre under construction in Calgary, Alberta, our strategy is rolling out as planned.” Hurd added.

The Warman location is the first Prairie Records store in Saskatchewan and will be followed by two locations in Saskatoon and one location in Swift Current, subject to Westleaf exercising its option to purchase agreements. Customers can expect superior customer service at Prairie Records, staff have undergone extensive training to ensure they can meet the diverse needs of every consumer who walks through the door while providing a safe, inclusive environment rooted in cannabis education. Prairie Records’ Warman location is located at 100 2nd Ave North and is open Sunday to Thursday from 10 a.m. to 10 p.m. and Friday and Saturday from 10 a.m. to 12 a.m. For more information on Prairie Records, visit prairierecords.ca.

About Prairie Records

Focusing exclusively on densely populated neighborhoods, high traffic areas, and tourist destinations, Prairie Recordsretail stores will be situated in some of the most 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 celebrate the relationship between music and cannabis. Featuring a rollout of upwards of 50 retail locations in markets across Western Canada. Westleaf continues to be committed to becoming a leader in the cannabis retail market in Canada.

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 ColumbiaAlbertaSaskatchewan and potentially Ontario. 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 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: (i) regulatory approval of the permit application and the transaction contemplated by the Option Agreement; (ii) the number of prospective Westleaf retail cannabis locations in Saskatchewan; the result and impact of the exercise of the Option, if ever, on Westleaf and its business; (iii) the Saskatchewan cannabis market and Westleaf’s ability to participate therein; (iv) the number of Westleaf retail locations across Canada and the jurisdiction in which it expects to have retail locations; (v) the completion of Westleaf’s facilities, including the timing thereof; and (vi) 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: 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 assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

SOURCE Westleaf Inc.

For further information: Bruce Leslie, VP Corporate Communications, Bruce.leslie@westleaf.com, 403-801-7612 Or Lauren Steeves, Lauren.steeves@northstrategic.com, T:306-717-3253

Westleaf Announces Closing of Two Previously Announced Acquisitions


The strategic acquisitions of the Cannabis Retailer Canndara and 50% of the Delta West extraction facility position Westleaf for future growth

CALGARYFeb. 1, 2019 /CNW/ – Westleaf Inc. (TSX-V: WL) (“Westleaf“), is pleased to announce the closing of two recently announced acquisitions, which support its strategy of acquiring premium assets across the cannabis value chain. The transactions were previously announced on January 24, 2019 and January 28, 2019, respectively.

Closing of Option – Canndara Canada Inc. (“Canndara“) Westleaf has closed the acquisition of all the issued and outstanding shares of Canndara, for an aggregate purchase price of $48.4 million. The purchase price was paid by the issuance of an aggregate of 21,641,407 common shares in the capital of Westleaf (“Common Shares“) at a deemed value of $2.24 per Common Share. The transaction includes maintaining Canndara’s founders as part of the senior management team, each having entered into a voluntary 24-month pooling agreement, whereby an aggregate of 7,727,236 Common Shares are held in escrow and are releasable in quarterly installments on July 31, 2019January 31, 2020July 31, 2020 and January 31, 2021. In addition, an aggregate of 21,570,120 Common Shares, issued to former Canndara Shareholders, and the 1,080,720 Common Shares, issued in payment of a finder’s fee, are not transferrable until May 31, 2019.

Closing of Definitive Agreement – Delta 9 Cannabis Inc. (“Delta 9“) Westleaf has also closed its previously announced acquisition of Delta 9’s 50% interest in the Delta West extraction facility, bringing Westleaf’s total ownership to 100% (the “Delta 9 Closing“). The purchase price was paid by way of the payment of $1.00 and the issuance of an aggregate of 5,600,000 Common Shares to Delta 9 that, based on the closing price of the Common Shares on the TSX Venture Exchange of $2.67 per Common Share on January 25, 2019, represents an aggregate purchase price of approximately $14.95 million. In connection with the Delta 9 Closing, Delta 9 entered into a voluntary escrow agreement, that in addition to the four month restricted period required by law, restricts the transfer of: (i) 1,000,000 Common Shares until May 31, 2019; and (ii) 4,600,000 Common Shares until September 30, 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 footprint for its retail concept Prairie Records, with upwards of 50 stores planned for British ColumbiaAlbertaSaskatchewanand potentially Ontario through the end of 2020. Westleaf also has two large scale production facilities under construction and scheduled for completion in 2019. For more information, please visit www.westleaf.com or www.prairierecords.ca.

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: (i) the development of retail cannabis stores and the business and operations of the Westleaf; (ii) the number of retail locations Westleaf expects to have by the end of 2020; (iii) the scheduled completion date of Westleaf’s 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: 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.

SOURCE Westleaf Inc.

For further information: Bruce Leslie, Bruce.leslie@westleaf.com, 403-801-7612