Category: News Releases

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

CALGARY, Feb. 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.

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

CALGARY, Feb. 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, 2019, January 31, 2020, July 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 Columbia, Alberta, Saskatchewanand 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

Two locations in Saskatoon expected to follow the Prairie Records cannabis store opening in Warman Saskatchewanon January 31,2019

CALGARY, Jan. 29, 2019 /CNW/ – Westleaf Inc. (TSX-V: WL) (“Westleaf“), is pleased to announce that it has secured two additional cannabis retail stores in Saskatchewan. The stores are secured under exclusive option to purchase agreements with the cannabis retail store permit applicants and both will be located in Saskatoon. The option to purchase agreements are exercisable by Westleaf once the permits are issued to the applicants and are subject to regulatory approval.   Both stores will be in Saskatoon and will be under Westleaf’s brand, Prairie Records, subject to provincial regulatory approval. Westleaf’s first retail location in Saskatchewan will be opening in Warman on January 31, 2019.

“These additional premium cannabis retail locations will provide Westleaf with significant scale in Saskatchewan and will be opened under the Prairie Records brand which provide customers with a unique and engaging cannabis retail experience,” said Scott Hurd, President and CEO of Westleaf.  “We believe that Saskatchewan provides for one of the most attractive privatized cannabis markets given the limited number of licenses and the ability to sell online to the entire province. This is especially true in the province’s largest city, Saskatoon.

Highlights

• Expanded Retail Footprint in Saskatchewan – Further expands the Prairie Records portfolio of premium cannabis retail across Western Canada;
• Accelerated Brand Recognition – The option agreement, if exercised, allows Prairie Records to accelerate brand recognition in Saskatchewan and drive traffic to its e-commerce platform;
• Option to Purchase Structure – Each of the transactions are structured as exclusive option to purchase agreements with the respective cannabis retail store permit applicants and the options are exercisable by Westleaf once the permits are issued in the name of the applicants.

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 approximately 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 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 and scheduled for completion 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. This news release, forward-looking statements relate, among other things, to, the exercising of the option to purchase, 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: 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: Investor Enquiries: Bruce Leslie, VP Corporate Communications, Bruce.leslie@westleaf.com, 403-801-7612; Media Enquiries: Lauren Steeves, North Strategic, Lauren.steeves@northstrategic.com, 306-717-3253

Delta West scheduled to open in summer of 2019 and will be a world-class cannabis research, extraction and production facility

CALGARY, ALBERTA – January 28, 2019 – Westleaf Inc. (TSX-V: WL) (“Westleaf”), is pleased to announce it has signed a definitive agreement (“Definitive Agreement”) to acquire Delta 9 Cannabis Inc.’s (TSXV: NINE) (“Delta 9”) 50% interest in the Delta West extraction facility, bringing Westleaf’s total ownership to 100%. Under the Definitive Agreement, Westleaf has agreed to issue an aggregate of 5,600,000 common shares in the capital of Westleaf (“Common Shares”) in consideration for the acquisition of Delta 9’s 50% interest in the project (the “Purchase Price”). Closing is expected to occur on or about January 31, 2019 (“Closing”).

The Delta West facility is approximately 60,000 square feet with Phase I (~15,000 sq. ft.) to include R&D, processing, extraction, manufacturing and order fulfillment, all built to EU GMP specifications with the intent to access international export markets. Phase II of the facility is designed to produce new derivative product lines in preparation of Health Canada’s legalization of derivative products, expected to occur on October 17, 2019. The Delta West facility is scheduled to open in the summer of 2019.

“This transaction is another step in the direction of becoming a significant vertically integrated player in the Canadian cannabis industry,” said Scott Hurd, President and CEO of Westleaf. “It is our view that over time, a diversified offering of derivative cannabis products will account for the majority of consumer demand. We are positioning to formulate unique, high quality derivative products and leverage our expertise in building and running these types of facilities.” Hurd refers to the senior management team at Westleaf who have combined, designed, built and operated multiple cultivation and extraction facilities in Canada and in U.S. where medicinal or recreational cannabis has been legalized.

Transaction Highlights

• Focus on Derivative 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.
• Demonstrated Focus on Accretive Consolidation – The transaction reinforces Westleaf’s focus on consolidation in the various verticals of the cannabis industry. The cannabis market is highly fragmented and Westleaf continues to actively evaluate additional accretive merger and acquisition opportunities.
• 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.

Transaction Summary

Under the Definitive Agreement, Westleaf will purchase Delta 9’s 50% interest in the Delta West Limited Partnership (the “Partnership“), which owns the Delta West extraction facility, bringing Westleaf’s total ownership of the Partnership to 100%. The Purchase Price is payable by way of the issuance of an aggregate of 5,600,000 Common Shares which, based on the closing price of the Common Shares on the TSX Venture Exchange (“TSXV“) of $2.67 per Common Share on January 25, 2019, represents an approximately $14.95 million. It is a condition to Closing that, Delta 9 enter into a voluntary escrow agreement, that in addition to the four month restricted period required by law, will restrict the transfer of the Common Shares issuable under the Definitive Agreement as to: (i) 1,000,000 Common Shares for a four (4) month period following Closing; and (ii) 4,600,000 Common Shares for an eight (8) month hold period for Closing. Closing is expected to occur on or about January 31, 2019.

Completion of the transaction is subject to certain conditions and the receipt of all required regulatory and third party approvals, including the approval of the TSXV.

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. This news release, forward-looking statements relate, among other things, to: (i) the development of the Delta West facility, the quality of the facility and the expected opening date thereof; (ii) the legalization of derivative products and the resulting market therefor; (iii) the occurrence of Closing and the expected timing thereof; and (iv) 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.

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./

The strategic acquisition of Canndara will more than double Westleaf’s premium portfolio of retail locations acrossCanada, all under the banner “Prairie Records”

CALGARY, Jan. 24, 2019 /CNW/ – Westleaf Inc. (TSX-V: WL) (“Westleaf“), is pleased to announce that it has exercised its option to acquire 100% of Canndara Canada Inc. (“Canndara“), a cannabis retail company with over fifty (50) prospective premium retail locations across Canada. On Dec. 20, 2018, Westleaf purchased 21.4% of the Class “A” common voting shares of Canndara (“Canndara Shares“) and secured an option (the “Option“) to acquire the remaining 78.6% of the Canndara Shares for an aggregate purchase price of $48.4 million (the “Purchase Price“). The Purchase Price is payable in common shares in the capital of Westleaf (“Common Shares“) at a deemed value of $2.24 per Common Share. Closing is expected to occur on or about January 31, 2019 (“Closing“).

Canndara’s locations are at varying stages of development with seventeen (17) development permits already awarded in Western Canada. As a result of the transaction, Westleaf has increased its guidance from 20 to 30 cannabis retail locations to approximately 50 locations, that are expected to be operating by the end of 2020, subject to provincial and municipal licensing and regulations.

“Since the announcement of our original investment we continue to be impressed with the progress of the development of the Canndara retail portfolio and how well it complements the Westleaf Prairie Records retail locations. This acquisition will position Westleaf to become one of the largest premium cannabis retailers in Western Canada.” said Scott Hurd, President and CEO of Westleaf. “Cannabis retail is the cornerstone of our vertically integrated strategy as the unique Prairie Records concept enables Westleaf to engage with consumers and build brand equity and loyalty for its stores and produced product brands.”

Highlights

• Increased Retail Footprint and Accelerated Development – Following Closing, Westleaf will have one of the largest cannabis retail footprints under development in Western Canada and will target opening approximately 50 cannabis retail stores in Canada through 2020.
• Premium Cannabis Retail Portfolio – The Canndara portfolio of cannabis retail real estate locations is highly complementary to the existing Westleaf portfolio and reinforces Westleaf’s strategy of focusing only on tier-1 locations. Examples of prime locations in the portfolio will include, following Closing, the only approved development permits adjacent to the University of Alberta complemented by Westleaf’s premium locations under development in Calgary and Banff, including a flagship Prairie Records store in the iconic Palace Theatre in Calgary.
• Differentiated Cannabis Retail Experience – The Westleaf retail concept “Prairie Records” is the most unique cannabis retail experience in Canada and offers a musically inspired shopping journey, using “records” as a tactile medium for consumers to browse and educate themselves on cannabis products for sale in store.    
• Unique Branding Opportunity – Prairie Records offers an unparalleled in-store branding opportunity that provides dimension and visibility to product brands for consumers that is difficult to achieve due to the highly regulated packaging and advertising restrictions.
• Demonstrated Focus on Accretive Consolidation – The exercise of the Option reinforces Westleaf’s focus on consolidation in the various verticals of the cannabis industry. The cannabis market is highly fragmented and Westleaf continues to actively evaluate additional accretive merger and acquisition opportunities.
• 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 and 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.

Transaction and Option to Purchase Summary

Westleaf, through its wholly owned subsidiary Westleaf Enterprises Inc., purchased 21.4% of the Canndara Shares for $7.5 million cash in December 2018. On the same date, Westleaf acquired the Option to purchase the remaining Canndara Shares for $48.4 million in an all-stock transaction within 75 days from the closing of the investment. The consideration payable by Westleaf on Closing is an aggregate of 21,614,407 Common Shares, at a deemed price of $2.24 per Common Share. Closing is expected to occur on or about January 31, 2019. On Closing, Westleaf will also issue an aggregate of 1,080,720 Common Shares to Inform Management Group Inc.at a deemed price of $2.24 per Common Share, in payment of a finder’s fee in respect of the closing the Option exercise. The finder’s fee is subject to TSX Venture Exchange acceptance.

The transaction includes maintaining Canndara’s founders as part of the senior management team at Westleaf. John Radostits and Ray Yue bring over 50 years of combined experience in the retail, healthcare, hospitality and investment industries to the Westleaf team. John has an extensive background in the retail grocery space, having built up the largest franchisee group under the Sobey’s banner; and Ray is responsible for the strategic growth of health care centers and pharmacies in both the private and public health practices in Canada. Both John and Ray are residents of Edmonton and have numerous regional and national business and leadership awards and accolades.

About Prairie Records

Focusing exclusively on densely populated neighbourhoods, 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 an unparalleled cannabis purchasing experience through tactile in-store features and product offerings that celebrate and promote the inherent relationship between music and cannabis.

Featuring a rollout of upwards of fifty (50) retail locations through 2020 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. 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. 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 and Canndara; (ii) the number of retail locations Westleaf expects to have by the end of 2020; (iii) the anticipated date of Closing and the occurrence thereof; and (iv) the impact of the Closing on the prospects and business 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. 

SOURCE Westleaf Inc.

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

CALGARY, Jan. 8, 2019 /CNW/ – Westleaf Inc., formerly IGC Resources Inc. (“Westleaf” or the “Company“), a Canadian cannabis company, is pleased to announce that the TSX Venture Exchange (the “Exchange“) has issued a Final Exchange Bulletin with respect to the Company’s previously announced business combination with IGC Resources Inc. The Company’s common shares will resume trading on the Exchange under the trading symbol “WL” on Wednesday, January 9^th 2019. The Company is well positioned to execute on its aggressive vertically integrated strategy, which includes the rapid build out of its retail properties and completing the development of its production assets to provide a superior offering of cannabis products to the Canadian market.

“The decision to take the business public allows Westleaf to accelerate our growth and build upon the success we achieved in 2018,” said Scott Hurd, President and CEO of Westleaf Inc. “It reaffirms Westleaf’s commitment to providing exceptional value to its shareholders by focusing on maximizing profit margins, achieving its growth ambitions and generating robust market share.”

Westleaf Inc. Highlights

• Vertically Integrated: Premium retail locations secured in British Columbia, Alberta and Saskatchewan; state-of-the-art extraction and production facility under construction in Calgary, Alberta; large scale indoor cannabis cultivation facility under construction in Battleford, Saskatchewan;
• A Unique Cannabis Retail Experience: Prairie Records reinvents the cannabis purchasing experience with a tactile, musically themed, shopping journey through an engaging record store style concept;
• Superior Retail Footprint: Targeting more than 30 locations to launch in 2019 and 2020 in densely populated neighbourhoods and tourist destinations;
• The Team: Combining cannabis cultivation experts, veteran business development professionals, and tenacious capital market specialists, Westleaf’s senior team brings integrity, innovation, and industry-defining thought leadership to the cannabis sector;
• M&A Focused: Track record of successful partnerships and acquisitions with a value-oriented investment approach;
• Strategic Partnerships with Leading Industry Players: Tilray, VIVO Cannabis, ATB Financial, Canndara Canada and Delta 9; and
• Strong Financial Position: Access to up to $57 million of capital (~$27 million of cash and up to $30 million in low cost, non-dilutive capital).

About Westleaf Inc.

Westleaf is a vertically integrated cannabis company with assets across the cannabis value chain, with an emphasis on engaging cannabis retail and product brands. Focused on innovative retail experiences, 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. 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: trading of the Common Shares and the timing thereof, the business and operations of Westleaf and the proposed value to shareholders contemplated by management. 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, except as required by law.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United Statesabsent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

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 press release.

SOURCE Westleaf Inc.

For further information: Chelsea Smyth, 403.616.4956, Chelsea.smyth@northstrategic.com

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./

CALGARY, Dec. 28, 2018 /CNW/ – Westleaf Inc., formerly IGC Resources Inc. (TSXV: IGC.H) (the “Corporation“) is pleased to announce that on December 28, 2018 (the “Closing Date“), the Corporation closed its previously announced business combination involving Westleaf Cannabis Inc. (“Westleaf“), constituting a “reverse takeover transaction” of the Corporation (the “Transaction“) pursuant to Policy 5.2 – Changes of Business and Reverse Takeovers of the TSX Venture Exchange (the “Exchange“). The Corporation as it now exists as a result of the completion of the Transaction (the “Resulting Issuer“) will continue to carry on the business of Westleaf. Subject to receiving final Exchange acceptance, the common shares of the Resulting Issuer (“Resulting Issuer Shares“) are expected to resume trading on the Exchange in early January 2019 under the name “Westleaf Inc.”, on a post-Consolidation (as defined below) basis and under the trading symbol “WL”.

Amalgamation

Pursuant to the terms of an amalgamation agreement dated October 4, 2018, as amended between the Corporation, Westleaf and 2147378 Alberta Ltd. (“Subco“), a wholly-owned subsidiary of the Corporation, Westleaf and Subco amalgamated on the Closing Date (the “Amalgamation“) under the Business Corporations Act (Alberta) (“ABCA“) to form a new company under the corporate name “Westleaf Enterprises Inc.” (“Amalco“).

Prior to the Closing Date, on December 27, 2018, the Corporation amended its articles to change its name to “Westleaf Inc.” and to complete a share consolidation (the “Consolidation“) of all of its issued and outstanding common shares (“Common Shares“) on the basis of one post-Consolidation Resulting Issuer Share for every 2.9233 pre-Consolidation Common Shares. In addition, on December 27, 2018 the Corporation continued from a corporation under the Business Corporations Act (British Columbia) to a corporation under the ABCA.

On the Closing Date, pursuant to the Amalgamation (with each Resulting Issuer Share being issued on a post-Consolidation basis):

Upon completion of the Transaction, an aggregate of approximately 110,386,055 Resulting Issuer Shares are issued and outstanding. The holders of Common Shares prior to completion of the Amalgamation hold 3,645,346 Resulting Issuer Shares (excluding Common Shares issued upon the exchange of the Subscription Receipts (as defined below)), representing approximately 3.3% of the outstanding Resulting Issuer Shares; (ii) the former shareholders of Westleaf hold 82,630,353 Resulting Issuer Shares, representing approximately 74.9% of the outstanding Resulting Issuer Shares; (iii) the former holders of Subscription Receipts hold 23,656,945 Resulting Issuer Shares, representing approximately 21.4% of the outstanding Resulting Issuer Shares; and (iv) the subscribers to the Non-Brokered Private Placement (as defined below) hold 453,411 Resulting Issuer Shares, representing approximately 0.4% of the outstanding Resulting Issuer Shares. All Resulting Issuer Shares issued to the former shareholders of Westleaf for their Westleaf Shares and all Resulting Issuer Shares and Warrants (as defined below) issued to the former holders of Subscription Receipts upon the exchange of the Subscription Receipts are subject to a four-month contractual hold period from the closing of the Amalgamation.

An aggregate of 42,230,000 Resulting Issuer Shares issued to the “Principals” of the Resulting Issuer (as defined in Exchange policies) were placed in escrow pursuant to a Tier 2 value security escrow agreement in accordance with the policies of the Exchange and will be released in accordance with the terms thereof. In addition, 6,115,000 Resulting Issuer Shares issued to Westleaf seed share investors who are not Principals of the Resulting Issuer are subject to resale restrictions in accordance with TSXV Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions.

Concurrent Financing

Prior to the closing of the Amalgamation, on December 4, 2018, the Corporation completed a brokered financing of 23,656,945 subscription receipts (“Subscription Receipts“) at a price of $0.85 per Subscription Receipt, for aggregate gross proceeds of $20,108,403 (the “Brokered Private Placement“). Canaccord Genuity Corp., as co-lead agent and sole bookrunner, Eight Capital as co-lead agent and GMP Securities L.P. were the syndicate for the Brokered Private Placement. On the Closing Date, each Subscription Receipt was automatically exchanged into one unit of the Corporation (a “Unit“), upon satisfaction of certain escrow release conditions (the “Escrow Release Conditions“). The net proceeds of the Brokered Private Placement were released to the Corporation on the Closing Date in connection with the satisfaction of the Escrow Release Conditions. For further details on the terms of the Brokered Private Placement, please see the joint press release of the Corporation and Westleaf dated December 4, 2018, as filed under the Corporation’s SEDAR profile.

In addition to the Brokered Private Placement, concurrently with closing of the Amalgamation, the Corporation completed a non-brokered financing of 453,411 Units at a price of $0.85 per Unit, for aggregate proceeds of $385,000(the “Non-Brokered Private Placement“, and collectively with the Brokered Private Placement the “Offering“).

Each Unit issued pursuant to the Offering consists of one Resulting Issuer Share and one-half of one Resulting Issuer Share purchase warrant (a “Warrant“). Each Warrant is exercisable to acquire one Resulting Issuer Share at an exercise of $1.30 per share for a period of 24 months from the applicable date of closing of the Offering, subject to adjustment in certain events and an acceleration clause.

The net proceeds from the Offering are intended to be used by the Resulting Issuer for expansion of its operations and for general corporate purposes.

Resulting Issuer

Following the closing of the Amalgamation, Jacqueline Tucker resigned from her positions of Chief Executive Officer, Chief Financial Officer and a director of the Corporation. The board of directors of the Corporation is now comprised of Stephen Mason as Executive Chairman, Scott Hurd, Robb McNaughton, Kareen Stangherlin, and Delbert Wapass. In addition, on the Closing Date, Scott Hurd was appointed President and Chief Executive Officer, Taylor Ethans was appointed as Chief Financial Officer and Pat Whelan was appointed as Executive Vice President. Westleaf International Inc., a wholly-owned subsidiary of the Corporation, appointed Shon Williams as Chief Development Officer, Ben Kaantaas Chief Operating Officer and Christian Monson as Chief Legal Officer & VP of Strategy.

Acquisition of Canndara

As disclosed in the joint press release of the Corporation and Westleaf dated December 20, 2018, the Corporation and Westleaf entered into a definitive agreement to acquire a 21.4% interest in Canndara Canada Inc. (“Canndara“), a premium cannabis retail company with over fifty (50) prospective retail locations across Canada, through the purchase by Westleaf of $7.5 million of the existing Canndara shares for cash (the “Investment“). In addition to the Investment, the Corporation has been granted an option by the Canndara shareholders to purchase the remaining shares of Canndara at a pre-determined value of $48.4 million in an all-share transaction (the “Option“). The Investment and Option are separate from the Transaction and remain subject to applicable approvals, including approval of the Exchange.

About Westleaf Cannabis Inc.

Westleaf is a vertically integrated cannabis company with assets across the cannabis value chain, with an emphasis on engaging cannabis retail and product brands. Focused on innovative retail experiences, Westleaf is rolling out a national retail footprint for its retail concept “Prairie Records”, with stores planned for British Columbia, Alberta, Saskatchewanand potentially Ontario. The retail concept leverages the instinctual tie between recreational cannabis and music and redefines the cannabis purchasing experience. For more information, please visit www.westleaf.com or www.prairierecords.ca.

Additional Information

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: final Exchange approval of the Amalgamation, the use of proceeds from the Offering, trading of the Resulting Issuer Shares and the timing thereof, the business and operations of Westleaf and the Resulting Issuer, the Investment and the Option. 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, the Corporation and 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.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United Statesabsent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the RTO Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

SOURCE Westleaf Cannabis Inc.

For further information: Westleaf Inc. (Formerly IGC Resources Inc.), Scott Hurd, President & CEO, Phone: (403) 870-4798

Agreement solidifies Westleaf’s unprecedented approach to cannabis retail by bringing together marquee brands committed to delivering best-in-class customer experiences
Deal combines strong branding, awareness and community of Ace Valley with the retail expertise of Westleaf to benefit Ontario cannabis users

CALGARY – December 12, 2018 – Westleaf Cannabis Inc. (“Westleaf” or the “Company”) and Ace Valley have signed a letter of intent to launch cannabis retail stores in the province of Ontario. The strategic alliance and brand licensing deal brings together two customer-centric companies to launch premium Ace Valley retail locations in Ontario. Infusing Westleaf’s impressive cannabis retail expertise with Ace Valley’s strong brand awareness, the arrangement brings the promise of an unrivalled retail environment to Ontario cannabis consumers.

“The agreement showcases our commitment to the Ontario cannabis market, reinforces our aggressive strategy to launch cannabis retail in privatized markets across Canada and allows us to tap into Ace Valley’s dedicated following and strong brand credentials,” said Scott Hurd, President and CEO of Westleaf. “We are thrilled to work with Ace Valley and jointly launch superior retail locations that will ultimately benefit the end user through retail excellence and brand consistency.”

“In this exciting new cannabis marketplace, we look for opportunities that can enhance our relationship with customers and provide long-term profitability,” said Jesse Dallal, Chief Strategy Officer of Ace Valley. “The team behind Westleaf provides retail expertise that will allow us to further capitalize on our brand awareness and customer base, and expand our footprint as a leading cannabis brand.”

Founded by the creators of the iconic Ace Hill, Ace Valley is a premium cannabis brand built on the philosophy of quality and simplicity. An experienced and admired cannabis company in the Ontario market, Ace Valley has cultivated a network of dedicated customers that will now benefit from the retail expertise of the Westleaf team. Together, the brands will provide retail storefronts that elevate the shared values of quality, leadership, and outstanding customer service.

The agreement consists of Westleaf and Ace Valley introducing a unique and highly curated cannabis shopping experience in prominent and engaged communities in Ontario. The new retail stores will be branded Ace Valley, with the team behind Westleaf providing guidance on standard operating procedures and best in class cannabis retail practices. Ace Valley will support the retail platform through collaboration on design, merchandising and branded marketing efforts. The agreement will be structured to comply will all federal, provincial and municipal laws and regulations governing cannabis retail.

About Westleaf Cannabis Inc.

Westleaf is a cannabis company focused on innovative retail experiences and engaging cannabis brands. Westleaf is rolling out a national retail footprint for its retail concept “Prairie Records”, with stores planned for British Columbia, Alberta, Saskatchewan and Ontario, which leverages the instinctual tie of recreational cannabis and music and redefines the cannabis purchasing experience. For more information, please visit www.westleaf.comor www.prairierecords.ca

About Ace Valley

Ace Valleyis a new cannabis brand focused on quality and simplicity. Ace Valley has initially developed a highly curated selection of pre-rolled joints and dried flower with the expert growers at Flowr in Okanagan Valley, British Columbia. These products are currently available for sale in Ontario and British Columbia.  In addition, Ace Valley is developing value-add cannabis products, including vape pens and cannabis beverages (to be sold in Canada when allowed by regulations), as well as Ace Valley-branded retail experiences. Ace Valley is created by the team behind Ace Hill, one of Canada’s fastest-growing beer companies. For more information, please visit www.acevalley.com.

More Information:
Chelsea Smyth

chelsea.smyth@northstrategic.com, 403-616-4956

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: proposed retail stores in Ontario and related branding and operational matters related thereof, the terms of the strategic alliance and benefits 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: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive 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 and Ace Valley assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.