Category: News Releases

CALGARY, Alberta, Oct. 05, 2018 (GLOBE NEWSWIRE) — IGC Resources Inc. (“IGC” or the “Company”) (TSXV: IGC.H) is pleased to announce that it has entered into an amalgamation agreement with Westleaf Cannabis Inc. (“Westleaf”) and 2147378 Alberta Ltd., a wholly owned subsidiary of IGC (“IGC Subco”) dated October 4, 2018 (the “Amalgamation Agreement”), whereby the business and assets of Westleaf and IGC will be combined by way of a three corned amalgamation between Westleaf, IGC and IGC Subco in accordance with the Business Corporations Act (Alberta) (the “Proposed Transaction”). Upon completion of the Proposed Transaction, the issuer resulting from the Proposed Transaction (the “Resulting Issuer”) will carry on the business previously carried on by Westleaf. It is anticipated that upon completion of the Proposed Transaction the Resulting Issuer will be listed as Tier 2 Life Sciences Issuer under the policies of the TSX Venture Exchange (the “TSXV” or the “Exchange”).

General Information About Westleaf, IGC and IGC Subco

Westleaf Cannabis Inc. (“Westleaf”) is a private vertically integrated cannabis company focused on innovative retail experiences, engaging cannabis brands, and premium cannabis production. Westleaf is headquartered in Calgary, Alberta and was incorporated pursuant to the provisions of the Business Corporations Act (Alberta) (“ABCA”) on August 22, 2017. Since incorporation Westleaf has used its funds to execute its vertically integrated business plan, which includes applying for prospective cannabis retail stores in privatized markets across Canada, developing an extraction and processing facility in Calgary, Alberta and developing a large scale indoor cannabis cultivation facility located in Battleford Saskatchewan. Westleaf is developing a national retail footprint for its retail concept “Prairie Records”, which leverages the instinctual tie of recreational cannabis and music and redefines the cannabis purchasing experience.

IGC was incorporated in 1992 under the laws of British Columbia, and its registered office located in Vancouver, British Columbia. Originally named International Green Ice Inc., on July 21, 2004, the Company changed its name from International Green Ice Inc. to IGC Resources Inc. IGC’s previous principal business activities included the exploration and evaluation of natural resource properties in Canada. IGC does not currently have an active business and was moved from the TSXV to the NEX board of the TSXV on July 10, 2014 due to its inability to meet the TSXV Tier 2 listing requirements.

IGC Subco was incorporated pursuant to the provisions of the ABCA on October 4, 2018 and its head office and registered and records office is located in Calgary, Alberta. IGC Subco is a wholly-owned subsidiary of IGC, incorporated by IGC for the purpose of completing the Proposed Transaction.

As of the date of this press release, IGC, IGC Subco and Westleaf do not anticipate there being any person that will beneficially own or control, directly or indirectly, more than 10% of the voting rights attached to the common shares of the Resulting Issuer (the “Resulting Issuer Shares”), other than Thunderchild Developments Inc., a corporation existing in the Province of Saskatchewan, which is anticipated to hold 16,000,000 Resulting Issuer Shares, representing 18.61% of the Resulting Issuer Shares (excluding Resulting Issuer Shares issued in exchange for Westleaf Shares issued under the Private Placement (as defined below)). Chief Delbert Wapass, a current director of Westleaf, is the current chief of the Thunderchild First Nation and is a proposed director of the Resulting Issuer. No other person, either directly or indirectly, holds a controlling interest in or otherwise controls or directs Westleaf.

Shareholder Meetings

In connection with the Proposed Transaction, it is expected that the Company will hold an annual general and special meeting of its shareholders (the “IGC Shareholder Meeting”) to, among other items of business, approve resolutions to: (i) consolidate the issued and outstanding common shares of IGC (“IGC Shares”) on the basis of 2.9233 post-share consolidation IGC Shares for each one pre-share consolidation IGC Share (the “IGC Share Consolidation”) prior to closing of the Proposed Transaction (the “Closing”); (ii) approve a 20% fixed restricted share unit plan and 20% fixed stock option plan for IGC; (iii) continue the Company from under the Business Corporations Act (British Columbia) to under the ABCA (the “IGC Continuance”); (iv) fix the number of directors at 5; and (iv) elect the directors of IGC for the ensuing year.

It is not anticipated that the Proposed Transaction will be subject to approval of the IGC shareholders at this time. The shareholders of Westleaf will be required to approve the Proposed Transaction in accordance with the provisions of the ABCA.

The Proposed Transaction

Under the terms of the Amalgamation Agreement: (i) Westleaf and IGC Subco will amalgamate under the ABCA (the corporation continuing from such amalgamation, referred to as “Amalco”); (ii) all outstanding Westleaf stock options will become exercisable for an equivalent number of Resulting Issuer Shares in accordance with their terms; (iii) all outstanding Westleaf restricted share units issuable pursuant to Westleaf’s restricted share unit award plan, if any, will be cancelled and replaced with an equivalent number of restricted share units of IGC; (iv) all outstanding Westleaf common share purchase warrants will become exercisable for an equivalent number of Resulting Issuer Shares in accordance with their terms; (v) all outstanding Westleaf performance warrants, if any, will become exercisable for an equivalent number of Resulting Issuer Shares in accordance with their terms; (vi) each common share of Westleaf (each, a “Westleaf Share”) will be cancelled and replaced by one fully paid and non-assessable Resulting Issuer Share; (vii) each issued and outstanding common share of IGC Subco will be cancelled and replaced by a common share of Amalco; and (viii) as consideration for the issuance of the IGC Shares to effect the Proposed Transaction, Amalco will issue to IGC one common share of Amalco for each IGC Share issued to the previous holders of Westleaf Shares.

Upon completion of the Proposed Transaction, the Resulting Issuer will change its name to “Westleaf Inc.”, or such other name as the directors of the Resulting Issuer may determine.

It is estimated that there will be an aggregate of approximately 85,975,741 Resulting Issuer Shares issued and outstanding immediately following completion of the Proposed Transaction (excluding Resulting Issuer Shares issued in exchange for Westleaf Shares issued under the Private Placement (as defined below)), resulting in: (i) current holders of IGC Shares holding approximately 3,645,388 (4.24%) Resulting Issuer Shares; and (ii) current holders of Westleaf Shares holding approximately 82,330,353 (95.76%) Resulting Issuer Shares. Each Resulting Issuer Share issued to the holders of Westleaf Shares shall be issued at a deemed price of $0.54 per Resulting Issuer Share for aggregate consideration of $46,426,900.

Westleaf Private Placement

In conjunction with the Proposed Transaction, Westleaf is planning to complete a concurrent private placement financing (the “Private Placement”). Details on the Private Placement, including the amount of proceeds to be raised, the type and number of securities offered for issuance and the agent or agents engaged to broker the Private Placement, if any, will be provided in due course once available by way of press release. The closing of the Private Placement is conditional upon, among other things, the receipt of all necessary corporate and regulatory approvals.

Management Team, Board of Directors and Other Insiders

Upon completion of the Proposed Transaction, it is anticipated that all of the directors and officers of IGC will resign and be replaced by nominees of Westleaf. Details regarding the anticipated directors and officers of the Resulting Issuer are set forth below. Additional directors may be added to the board of directors of the Resulting Issuer in the normal course and once identified, information with respect to the proposed additional directors will be included in a subsequent news release.

Scott Hurd – Calgary, Alberta – President & Chief Executive Officer and Director

Mr. Hurd is a co-founder of Westleaf and brings significant leadership, business development, and principal investing/capital markets expertise. Prior to Westleaf, Mr. Hurd served as the Vice President of Business Development at Grafton Asset Management, a leading Canadian asset management firm where he was involved in raising, investing and managing over $1 billion of capital focused on real-asset investments in North America. Previously, Mr. Hurd worked for Macquarie Energy Capital’s principal investing group where he focused on the origination and execution of investments in domestic and international structured and mezzanine debt, public and private equities, and joint venture transactions. Mr. Hurd has also worked for CIBC World Markets in the global energy investment banking group, is a CFA Charterholder and holds a Bachelor of Commerce with a major in Finance from the University of Calgary.

Stephen Mason – Calgary, Alberta – Executive Chairman and Director

Mr. Mason is a co-founder of Westleaf and brings over 38 years of success in developing domestic and international business opportunities. Mr. Mason has led the start-up of five companies with the most significant being Artumas Group Inc., which reached an enterprise value of approximately $1 billion with over 200 employees in Canada, Tanzania, and Mozambique. Mr. Mason brings extensive experience in interfacing with high-level government policy makers, First Nations communities and non-government agencies.

Robb McNaughton – Calgary, Alberta – Director

Mr. McNaughton is a partner at Border Ladner Gervais LLP in the Securities and Capital Markets Group. Mr. McNaughton is a national leader in public listings, including via capital pool companies and is a member of the TSX Venture Exchange Local Advisory Committee (Alberta). Mr. McNaughton has sat on multiple public and private boards of directors that include industrial, mining and oil and gas issuers.

Kareen Stangherlin – Calgary, Alberta – Director

Ms. Stangherlin has 20 years of senior financial and operational experience with 16 years of direct investment experience. Ms. Stangherlin has played key roles in launching and growing two successful Calgary-based investment firms from initial fund to firms with more than $1 billion in assets under management. Ms. Stangherlin is a Board Member of the Alberta Teachers Retirement Fund (ATRF) pension and Chairs the Finance and Planning Committee for ATRF. She is also a Council Member of the Canadian Advocacy Council for CFA Societies Canada. Ms. Stangherlin is a Chartered Professional Accountant, a Chartered Financial Analyst, and a Certified Financial Planner, with an undergraduate degree in Accounting from the Haskayne School of Business at the University of Calgary. Ms. Stangherlin has earned the ICD.D designation from the Institute of Corporate Directors.

Chief Delbert Wapass – Turtleford, Saskatchewan – Director

Chief Delbert Wapass has been the Chief of Thunderchild First Nation for two terms and was previously an executive member with the Federation of Saskatchewan Indian Nations (FSIN) for two terms. Prior roles include teaching, school administration, researching, governance negotiating, public relations, human resources and finance. Chief Wapass holds a Bachelor of Arts degree from the University of Regina, a Bachelor of Education degree from the University of Saskatchewan, and a Master’s degree in Educational Administration from the University of Saskatchewan.

 

Taylor Ethans – Calgary, Alberta – Chief Financial Officer, Head of Mergers and Acquisitions and Corporate Secretary

Mr. Ethans is a co-founder of Westleaf and brings significant capital markets and private equity investment expertise. Prior to joining Westleaf, Taylor was a Vice President for TriWest Capital Partners where he executed eleven acquisitions and divestitures in manufacturing and retail focused businesses, totaling over $1 billion in valuation. In addition, Mr. Ethans served as a Director on the boards of Landmark Cinemas and Trimlite Manufacturing. Prior to TriWest Capital Partners, Mr. Ethans worked at RBC Capital Markets where he was involved in numerous public equity and debt financings. Mr. Ethans holds a Bachelor of Commerce (honours with Distinction) with a major in Finance from the University of Manitoba.

Pat Whelan – Calgary, Alberta – Executive Vice President

Mr. Whelan is a co-founder of Westleaf and brings over 30 years of executive leadership and entrepreneurial experience. Mr. Whelan previously served as the Founder and CEO of Atlantic Directional Inc. which he sold to Ensign Energy Services in 2011. Mr. Whelan recently served on the board of a high growth cannabis retail product company and negotiated the sale of the Canadian distribution rights for the company’s products to Canopy Growth Corporation in 2017.

The following persons will be employed by a wholly-owned subsidiary of the Resulting Issuer and in connection therewith will be providing services integral to the business of the Resulting Issuer:

Shon Williams – Denver, Colorado – Chief Development Officer of Westleaf International Inc.

Mr. Williams has twenty-four plus years of experience in organizational leadership, strategic planning, program management (PM), R&D, ops, and business development (BD). He previously served as Director of BD, PM & Design for MJardin, one of the world’s largest cannabis companies, where he drove multi-national/multi-state expansion and brought project and design discipline to the industry. After earning a BS in Mech/Aero Engineering from West Point, Mr. Williams served 20 years in the Air Force in roles such as space systems development, flight test, international cooperation and F-22/F-15 fighter programs including leading the largest (US$30 billion) international sale in U.S. history. Mr. Williams also deployed to Afghanistan with NATO. After retirement as a Lt Col Mr. Williams became BD Director for Calspan Aerospace. Mr. Williams has an MS in Astronautical Engineering and is a USAF Test Pilot School graduate.

Ben Kaanta – Denver, Colorado – Chief Operating Officer of Westleaf International Inc.

Mr. Kaanta was the former Director of Operations for MJardin, one of North America’s largest cannabis cultivation businesses. While there, Mr. Kaanta oversaw all aspects of day-to-day operations in over a dozen commercial cultivation facilities, the start-up of another dozen facilities, and the development of training and analytics programs. Previously, Mr. Kaanta oversaw the start-up and early stage operations of multiple particle accelerator based cancer therapy centers, managed product development for biomedical instrumentation, and performed research & development on ion thrusters for NASA. Mr. Kaanta holds a BSC in Mechanical Engineering with a Minor in Mathematics, is a certified Project Management Professional (PMP), and holds two patents.

Christian Monson – Denver, Colorado – Chief Legal Officer & VP of Strategy of Westleaf International Inc.

Mr. Monson was the former General Counsel for MJardin, one of North America’s largest cannabis cultivation businesses, which operates in multiple jurisdictions. In this position, Mr. Monson oversaw all legal affairs while working closely with the executive team in the long-term development of the business, including co-leading the business with two other executives and returning record month-over-month revenue and profit gains. Mr. Monson has project managed successful merit-based cannabis license application writing efforts for clients in several states and was in charge of ensuring licensing compliance for over 70 state and local cannabis licenses.

Selected Consolidated Financial Information of Westleaf

The following selected consolidated financial information of Westleaf has been supplied to IGC by Westleaf for purposes of inclusion herein in accordance with TSXV requirements:

	Six Months Ended June 30, 2018 (C$ 000) (Unaudited)		Year Ended December 31, 2017 (C$ 000) (Audited)
Total Assets	19,218		555
Total Long-Term Liabilities	3,802		–
Current Liabilities	1,830		761
Revenues	–		–
General and Administrative Expenses	1,249		216
Net Loss	(1,373)		(216)

 

Restrictions on Securities

The Amalgamation Agreement provides that in addition to any resale restrictions applicable to the Resulting Issuer Shares pursuant to the policies of the TSXV or applicable laws, all of the Resulting Issuer Shares issued to the holders of Westleaf Shares in exchange for their Westleaf Shares will be subject to a four month restricted period from the date of the Closing, during which time the holders of such Resulting Issuer Shares shall not be permitted to trade or otherwise sell or dispose of such Resulting Issuer Shares without the express written consent of the Resulting Issuer.

Certain Principal securities (as defined in TSXV policies) will be subject to escrow, in accordance with TSXV Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions.

Sponsorship

Sponsorship of the Proposed Transaction may be required by the TSXV unless an exemption or waiver from this requirement can be obtained in accordance with the policies of the TSXV. IGC intends to apply for a waiver of the sponsorship requirement. There is no assurance that a waiver from this requirement can or will be obtained.

Trading Halt

The IGC Shares are currently halted from trading and are not expected to resume trading until completion of the Proposed Transaction.

Conditions to Completion of the Proposed Transaction and Regulatory Matters

The parties to the Proposed Transaction are at arm’s length and therefore it is anticipated that the Proposed Transaction will not be a “Non-Arm’s Length Transaction” for the purposes of TSXV Policy 5.2 – Changes of Business and Reverse Takeovers as none of the directors, officers or insiders of IGC, or any of their respective associates or affiliates, own any securities of Westleaf.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of the Private Placement, closing conditions customary to transactions of the nature of the Proposed Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction, TSXV acceptance of the Proposed Transaction and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of IGC should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Additional Information

For further information, please contact:

IGC Resources Inc.

Jacqueline M. Tucker, Interim CEO & CFO
Phone:  (403) 262-3315

Westleaf Cannabis Inc.

Scott Hurd, President & CEO
Phone:  (403) 870-4798

Cautionary Statements:

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the Proposed Transaction, the pro forma capitalization of the Resulting Issuer, the Private Placement and the anticipated type and number of securities to be issued thereunder, the IGC Shareholder Meeting, the IGC Name Change, the IGC Share Consolidation, the IGC Continuance; the Westleaf shareholder meeting, the business and operations of Westleaf and the Resulting Issuer, the go-forward management of the Resulting Issuer and the trading of the Resulting Issuer Shares and the development 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, IGC 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 States absent 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 Proposed 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.

NAPANEE, Ontario, Oct. 03, 2018 (GLOBE NEWSWIRE) — VIVO Cannabis Inc. (TSXV: VIVO, OTCQX: VVCIF) (“VIVO” or the “Company”) is pleased to announce that it has made a $5 million strategic investment in Westleaf Cannabis Inc. (“Westleaf”), which is intended to be used by Westleaf to advance the roll out of their cannabis retail operations across Canada. Westleaf’s mission is to provide a sophisticated and differentiated approach to customer engagement, appealing to customers through music and cannabis culture.

 

VIVO’s reputation for delivering high-quality, trusted and innovative cannabis products and their commitment to creating adult-use brands that resonate with consumers aligns well with Westleaf’s innovative retail concept and strategy.

Scott Hurd, President and CEO of Westleaf

Supply Agreement

Westleaf has entered into a multi-year supply agreement with VIVO under which VIVO will supply cannabis to Westleaf’s multiple retail locations, subject to regulatory approvals. The supply agreement provides Westleaf access to VIVO’s portfolio of engaging adult-use brands, FIRESIDE™, Lumina™ and Canna Farms™, as well as the option of creating in-house brands powered by VIVO’s high-quality cannabis products.

VIVO is committed to providing high-quality products for the Canadian recreational cannabis market. We continue to build our presence in the adult-use market with this strategic investment in Westleaf, which impressed us with its innovative approach to cannabis retail marketing.

 

With our strong cash position of approximately $100 million, VIVO will continue to pursue opportunities across the full value chain. We look forward to working with the Westleaf team to bring our premium products to market.

Barry Fishman, CEO of VIVO

VIVO Strategic Investment

VIVO has invested CDN$5 million in exchange for 5,882,353 units of Westleaf, with each unit consisting of one Westleaf common share (each, a “Common Share”) and one-half of one common share purchase warrant (each whole warrant being a “Warrant”), at a price of $0.85 per unit. Each Warrant will entitle VIVO to acquire one Common Share at a price of $1.30 for a period of 24 months following the closing of the investment. Subject to certain conditions, Westleaf will have the right, on not less than ten days prior written notice to VIVO, to accelerate the expiry of the Warrants at any time if the ten day volume weighted average trading price of the Common Shares on any public stock exchange is greater than $1.80.

About Westleaf Cannabis

Westleaf is building a vertically integrated cannabis company focused on innovative retail experiences, engaging cannabis brands, and premium cannabis production. Westleaf is developing a national retail footprint for its retail concept “Prairie Records”, which leverages the instinctual tie of recreational cannabis and music and redefines the cannabis purchasing experience. Westleaf is constructing state-of-the-art cannabis production facilities in Alberta and Saskatchewan.

About VIVO Cannabis™

VIVO, based in Napanee, Ontario, is recognized for trusted, high-quality products and services. It holds production and sales licences from Health Canada and operates world-class indoor cultivation facilities with proprietary plant-growing technology. VIVO has a collection of premium brands targeting unique customer segments, including Beacon Medical™, FIRESIDE™, Canna Farms™ and Lumina™. In August 2018, VIVO acquired Canna Farms Limited, a premium cannabis company based in Hope, British Columbia. Canna Farms was B.C.’s first Licensed Producer and has many years of craft cultivation experience and expertise, as well as a significant patient base and positive cash flow. VIVO is significantly expanding its production capacity and pursuing partnership and product development opportunities domestically, as well as in select international markets, including Germany and Australia. In addition, VIVO also operates Harvest Medicine, a patient-centric and highly scalable network of specialty medical cannabis clinics. Harvest Medicine provides best-in-class education and support to over 15,000 patients in its clinics and via its free telemedicine platform. VIVO has a healthy balance sheet with approximately $100 million in cash and is well-positioned to accelerate the growth of its business, in Canada and internationally.

First Nations Cree band makes $8 million investment in emerging Western Canadian cannabis company

“Since its inception, Westleaf has firmly believed in investing and supporting the communities it operates in and developing meaningful, authentic relationships that are reflective of Canadian values,” said Scott Hurd, President and CEO, Westleaf Cannabis Inc. “One of the defining moments for our company was our decision to partner with Thunderchild First Nation, and we look forward to building a partnership that will allow us to put a spotlight on the Canadian production of cannabis, while instilling a sense of pride and ownership in the communities we serve.”

Westleaf is constructing a ~115,000 square foot cannabis cultivation facility on lands owned by Thunderchild located near Battleford, Saskatchewan (the “Battleford Facility”). The Battleford Facility is one of two which are planned for Westleaf and, once fully operational, the intent is for the Battleford Facility to provide significant job creation for the Thunderchild community and to spur long-term economic development in Battleford, Saskatchewan.

Employees of the Battleford Facility will work with a team of experts from Westleaf who specialize in building and operating cultivation, processing and extraction facilities. To ensure world class education and training, all Westleaf employees will be required to go through an extensive training program, ensuring they are experts of their craft.

“We believe that the legalization of recreational cannabis creates significant economic opportunities for our country – and our community is no exception. We are proud to be Westleaf’s largest shareholder, as we strongly believe that this relationship will bring significant benefits to our band,” said Thunderchild Chief Delbert Wapass. “Westleaf’s strong knowledge of the industry and its vision to develop high-quality cannabis products in the prairies in collaboration with our members will make our relationship a natural and rewarding fit.

About Westleaf Cannabis Inc.

Westleaf Cannabis Inc. (“WCI”) is a private cannabis company headquartered in Calgary, Alberta that is purely and proudly Canadian. With two state-of-the-art cultivation facilities under development in Saskatchewan and Alberta, WCI will deliver superior Canadian-made products curated in world class production facilities and laboratories. Once both of Westleaf’s planned facilities are fully operational, Westleaf will have ~175,000 of square feet devoted to production and manufacturing facilities. WCI intends to develop and manufacture a diverse range of high quality, safe and consistent cannabis products. With a focus on premium retail locations, cannabis cultivation, processing, and extraction practises, WCI will deliver a distinct product offering and in-store customer experience anchored on higher standards. With prospective retail stores planned for British Columbia, Alberta and Saskatchewan (subject to receipt of retail licenses in respect of the same) WCI has plans to be deeply rooted in the fabric of the communities in which it operates, solidifying its position as a leader in the Canadian cannabis landscape. For more information, please visit http://localhost:8084/.

SOURCE Westleaf Cannabis Inc.

For further information: Media Contact: Hannah Korsunsky, for Westleaf Cannabis Inc., Hannah.korsunsky@northstrategic.com, T: 647-922-5550

CALGARY, April 19, 2018 /CNW/ – Westleaf Cannabis Inc. (“Westleaf” or the “Company”) is pleased to announce that it has closed a non-brokered private placement of approximately 25 million units (“Units”) at $0.50 per Unit for gross proceeds of approximately $12.5 million (the “Offering”). Each Unit consisted of one common share and one liquidity warrant. The Company intends to use the net proceeds from the Offering to fund Phase I of its cannabis cultivation facilities and prospective retail distribution locations in Alberta and Saskatchewan as well as for general corporate purposes.

Concurrently with closing the Offering, Westleaf entered into a limited partnership agreement (the “Limited Partnership Agreement”) with Delta 9 Cannabis Inc. (“Delta 9”) and Delta West Inc. (“Delta West”) for the joint development of a large-scale cannabis production facility located in Calgary, Alberta (the “Project”). Pursuant to the Limited Partnership Agreement, Delta West will act as the general partner and Westleaf and Delta 9 will be limited partners. Westleaf Cultivation Management II Inc., a wholly owned subsidiary of Westleaf, will act as manager of the general partner.

Westleaf and Delta 9 each own a 50% interest in the Project and will each initially contribute $3 million to the limited partnership which, together with debt financing, will be used for initial development of the Project. Delta 9 will provide certain cannabis genetics products to the Project. The Project is expected to be operational as early as the third quarter of 2018.

“Formalizing our partnership with Delta 9 is an important milestone for both our respective companies,” said Westleaf President and co-founder Scott Hurd. “This strategic partnership allows us to accelerate our growth plans to become a leader in cannabis in the Canadian Prairie region, with a vertically integrated presence across Alberta, Saskatchewanand Manitoba. Our goal is for the ‘Delta West’ facility located in Calgary, Alberta to be a world-class indoor cultivation, R&D, processing, extraction and fulfillment centre which will be capable of growing premium cannabis flower and producing a diversified derivative product offering to supply the Canadian and global markets.”

“We said last year we would be focusing heavily on expanding our footprint in the Prairie Provinces, and this partnership with Westleaf to build an Alberta facility is our biggest step yet in achieving that goal,” said Delta 9 CEO John Arbuthnot. “Westleaf has an excellent team in place, and combined with our experience and proprietary technology, I believe the Delta West facility will add great value for our shareholders as legalization of cannabis proceeds this summer.”

Further Information

All information contained in this news release with respect to Westleaf and Delta 9 was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

About Westleaf Cannabis Inc. Westleaf is a private vertically integrated cannabis company headquartered in Calgary, Alberta. In addition to the Alberta Project, Westleaf is developing a cannabis production facility in Saskatchewan. Westleaf and its affiliates are pursuing retail distribution in both Alberta and Saskatchewan.

About Delta 9 Cannabis Inc. Delta 9’s wholly-owned subsidiary, Delta 9 Bio-Tech Inc., is a licensed producer of medical marijuana pursuant to the ACMPR and operates an approximately 80,000 square foot production facility in Winnipeg, Manitoba, Canada. Delta 9’s shares trade on the TSX Venture Exchange under the symbol “NINE”. www.delta9.ca

Cautionary Statements

This news release contains forward-looking information within the meaning of securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information. In particular and without limitation, this news release contains forward-looking information concerning; the use of proceeds of the Offering; the development of a strategic alliance between the Company and Delta 9; the Project; the details and anticipated timing of the completion of the Project; the licensing of the Project; sales of cannabis produced by the Project; conditions required to complete the Project; the application for licenses to dispense cannabis products; and the future development plans of Westleaf, including the anticipated use of proceeds from the Offering. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Since forward looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with general economic conditions; regulatory resistance in certain provinces to opening privately owned and operated recreational cannabis dispensaries; adverse industry events; marketing costs; loss of markets; 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 medical and potential cannabis industry in Canada generally; income tax and regulatory matters; the ability of the Company and/or Delta 9 to implement their business strategies; competition; crop failure; currency and interest rate fluctuations; and other risks. The Company cautions that the foregoing list of risks and uncertainties is not exhaustive. The forward-looking information contained in this news release are made as of the date hereof and the Company does not undertake any obligation to update publicly or revise any forward looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. All information about Delta 9 contained in this news release has not been independently verified by the Company.

 

SOURCE Westleaf Cannabis Inc.

For further information: Scott Hurd, President & Chief Operating Officer, Westleaf Cannabis Inc., scott.hurd@localhost, 403-870-4798

WINNIPEG, Jan. 29, 2018 /CNW/ – Delta 9 Cannabis Inc. (TSXV:NINE) (“Delta 9” or the “Company”) is pleased to announce it has entered into a non-binding letter of intent (the “LOI”) with Westleaf Cannabis Inc. (“Westleaf”) to create a strategic partnership for the joint development of a large-scale cannabis production facility located in Southern Alberta (the “Project”).

The completion of the Project remains subject to a number of conditions including, among other things: the execution of a definitive, binding agreement between Delta 9 and Westleaf; the parties obtaining the debt and equity financing required to complete the Project; and the completion of due diligence regarding the Project by Delta 9 and Westleaf.

“We are excited about this transformational opportunity,” said Delta 9 CEO John Arbuthnot. “Strategic partnerships with companies such as Westleaf provide Delta 9 with additional production capacity and expansion opportunities into new markets to meet increasing demand as we approach the legalization of recreational cannabis this summer.”

Westleaf President Scott Hurd says the Delta 9 partnership is an important step in his company’s development.

“We are extremely pleased to call Delta 9, one of Canada’s most experienced cannabis cultivators, our partner,” Hurd said. “Collectively, Westleaf and Delta 9 will have large-scale cannabis production facilities that can ably serve the Canadian Prairies (Alberta, Saskatchewan and Manitoba). “Our partnership will allow us to accelerate our time to market and drive synergies through collaboration to bring high quality, safe and consistent cannabis products to our medical and recreational customers.”

The completion of the Project by Delta 9 is also subject to final approval by the TSX Venture Exchange.

About Delta 9 Cannabis Inc.

Delta 9’s wholly-owned subsidiary, Delta 9 Bio-Tech Inc., is a licensed producer of medical marijuana pursuant to the ACMPR and operates an approximately 80,000 square foot production facility in Winnipeg, Manitoba, Canada. Delta 9’s shares trade on the TSX Venture Exchange under the symbol “NINE”. www.delta9.ca

About Westleaf Cannabis Inc.

Westleaf is a private vertically integrated cannabis company headquartered in Calgary, Alberta. In addition to the Alberta Project, Westleaf is developing a ~200,000 square foot cannabis production facility in Saskatchewan. Westleaf and its affiliates are pursuing retail distribution in both Alberta and Saskatchewan. For more information please contact  info@localhost or visit our website at www.westleaf.com

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.

Disclaimer for Forward-Looking Information

Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company’s future business plans and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward looking statements in this news release include statements relating to: (i) the details and anticipated timing of the completion of the Project; (ii) the licensing of the Project; (iii) sales of cannabis produced by the Project; (iv) conditions required to complete the Project; and (v) the future development plans of Westleaf. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including that Delta 9’s currently contemplated expansion and development plans may cease or otherwise change, Delta 9’s production of cannabis may be lower than expected, Delta 9 may not obtain the required approvals from Health Canada, demand for Delta 9’s products may be lower than anticipated, Delta 9’s cost to produce its grow pods may be higher than expected and all other risk factors set forth in the filing statement of Delta 9 dated October 25, 2017 which has been filed on SEDAR. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are urged to consider these factors carefully in evaluating the forward-looking statements contained in this news release and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements. These forward-looking statements are made as of the date hereof and the Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

 

SOURCE Delta 9 Cannabis Inc.

For further information: Gary Symons, Director of Communications, Delta 9 Cannabis Inc., 250.300.9352, communications@delta9.ca; Taylor Ethans, Westleaf Cannabis Inc., 403.618.5411, info@localhost