• Transaction is expected to enable We Grow’s Qwest brand to rapidly expand and reach a broad consumer audience through Westleaf production facilities and retail assets

• Support from ATB Financial financing and insider-led equity financing

CALGARY, Nov. 7, 2019 /CNW/ – Westleaf Inc. (the "Company" or "Westleaf") (TSX-V: WL) (OTCQB: WSLFF) is pleased to announce that it has entered into a definitive arrangement agreement ("Arrangement Agreement") to combine with We Grow BC Ltd. ("We Grow"), a leading indoor cannabis producer located in Creston, British Columbia (the "Transaction"). We Grow brings an ultra-premium cannabis brand, Qwest ("Qwest"), which achieves some of the highest realized pricing in the Canadian adult-use markets⁽¹⁾. The combination of We Grow’s Qwest brand with Westleaf’s high quality production and retail assets, creates a combined company which is expected to be one of Canada’s preeminent craft-at-scale cultivators, manufacturers, and retailers of ultra-premium cannabis products.

"This transaction brings together a known brand with revenue and EBITDA to complement some of Canada’s most premier indoor cultivation and extraction facilities. Together, we will be able to aggressively expand a trusted brand, increase market share, drive revenue and EBITDA growth and become an extremely competitive company in Canada and beyond" said Scott Hurd, President and Chief Executive Officer of Westleaf.

"Westleaf has built world class cultivation, extraction and retail assets that will allow us to scale quickly and address the existing demand for our Qwest branded products. Together, we create the preeminent ultra-premium cannabis brand in Canada" said Benjamin Sze, Chief Executive Officer of We Grow. 

Highlights of the Transaction

The Arrangement is expected to accelerate We Grow’s strategy to expand cultivation capabilities for its popular Qwest and Qwest Reserve ultra-premium cannabis flower brands. The Arrangement is expected to elevate the combined entity’s forecasted 2020 cannabis production capacity to 9,100 kgs⁽²⁾ of dried cannabis flower while enabling the Company to fully leverage the Qwest ultra-premium brand through Westleaf’s extraction facility and Westleaf’s chain of award-winning Prairie Records retail stores. Specific additional highlights include the following:

• Established Industry Leading Cannabis Brands: Qwest has established itself as a leading cannabis brand, recognized for ultra-premium quality products and rare flower varieties, evidenced by its leading realized selling prices in the Canadian recreational market and strong demand across various distribution channels⁽¹⁾. The Transaction positions the combined company to accelerate Qwest’s brand growth through Westleaf’s assets by expanding into cannabis derivative products, adding craft-style cultivation capacity, and owning the relationship with the consumer through the award winning wholly owned retail stores, Prairie Records.
• Creates One of Canada’s Largest Craft Producers: The Transaction combines We Grow’s current production and Westleaf’s nearly completed Thunderchild cultivation facility, creating one of the largest craft producers in Canada with a core focus on producing the highest quality cannabis and cannabis derivative products for the recreational market. We Grow’s access to an extensive genetic library is anticipated to be commercialized on an accelerated basis to bring novel, differentiated cannabis products to market.
• Positioned for Cannabis 2.0 Products: Westleaf brings scalable extraction and product manufacturing assets which is expected to enable Qwest to expand its ultra-premium product lines into high margin derivative cannabis products in time to meet the expected demand for cannabis 2.0 products.
• Proven Execution Capabilities: We Grow intends to take its best-in-class production practices and cannabis cultivation expertise and apply it to Westleaf’s high quality assets to maintain its high standard of quality for products under the Qwest banner, including Westleaf’s Thunderchild Cultivation facility and The Plant extraction facility.
• Highly Experienced Management Teams: We Grow’s management and cultivation teams have a proven ability to scale ultra-premium indoor cannabis production at industry leading yields and obtain best in class wholesale pricing. Westleaf brings a complementary and experienced processing and extraction team, industry leading retail operators and capital markets expertise.
• Additional Non-Dilutive Financing from ATB Financial: As part of the transaction ATB Financial has committed, subject to customary conditions precedent to be satisfied prior to or concurrent with closing of the Transaction, to provide $8.9 million of additional credit and liquidity through the issuance of a new term loan ($4.7 million) and removal of the restricted cash requirement (~$4.2 million) under the Company’s current subsidiary level credit facilities (which are expected to be consolidated at the Company level as part of the Transaction). Following the close of the Transaction, the combined company’s remaining infrastructure projects are anticipated to be fully funded.
• Strong Economics and Demonstrated Cash Flow: We Grow has demonstrated a disciplined approach to sustainable profitability, achieving positive Adjusted EBITDA and net income in Q3 2019 enabling the Transaction to be immediately accretive to Westleaf. The combined entity is anticipated to be reflective of We Grow’s commitment to lean and efficient operations and the pro forma management team is expected to be focused on delivering strong financial performance going forward.

Transaction Summary

The Arrangement

Under the Arrangement Agreement, Westleaf will purchase all of the issued and outstanding shares of We Grow (the "We Grow Shares"), other than its Class "H" non-voting common participating shares ("Class H Shares"), in exchange for common shares in the capital of Westleaf ("Westleaf Shares"), by way of plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia)(the "Arrangement"). Each We Grow Share will be exchanged for 4.264 Westleaf Shares and each outstanding option to purchase one We Grow Share (the "We Grow Options") will be exchanged for one Westleaf option ("Westleaf Options") to purchase 4.264 Westleaf Shares pursuant to the Westleaf stock option plan currently in place.

All Westleaf Shares issued to the former holders of We Grow Shares (excluding any Westleaf Shares issued in exchange for We Grow Shares issued pursuant to the We Grow Financing or any We Grow Shares issued on the exercise of We Grow Warrants (as defined below)) or to the holders of We Grow Options on the valid exercise of their Westleaf Options, will be subject to a hold period from the closing of the Arrangement (the "Hold Period"), whereby 10% of such Westleaf Shares will be released on the date of closing of the Arrangement (the "Closing Date"), 30% of such Westleaf Shares will be released from the Hold Period on the date that is six months from the Closing Date, 30% of such Westleaf Shares will be released from the Hold Period on the date that is nine months from the Closing Date and the remaining 30% of such Westleaf Shares will be released from the Hold Period on the date that is 12 months from the Closing Date. All such foregoing Westleaf Shares will be legended with the applicable details of the Hold Period.

After giving effect to the Arrangement, the pre-Arrangement holders of We Grow Shares excluding the holders of We Grow Shares issued pursuant to the We Grow Financing (as defined herein), will hold approximately 55% of Westleaf’s issued and outstanding shares on a pro forma basis and the existing shareholders of Westleaf will hold approximately 45% of Westleaf’s issued and outstanding shares on a pro forma basis.

Upon closing of the Arrangement, it is anticipated that Westleaf’s board of directors (the "Westleaf Board") will be reconstituted and will include three appointees of We Grow being Benjamin Sze, Michael Kelly, Paul Wilson, and two appointees of Westleaf, being Cody Church and a Thunderchild nominee.  Westleaf’s officers will be reconstituted and will include Benjamin Sze, current Chief Executive Officer of We Grow, as Chief Executive Officer, Scott Hurd as President, Taylor Ethans as Chief Financial Officer, Gary Leong as Chief Compliance Officer, and Adam Coates as Executive Vice-President, Commercial. The foregoing changes will constitute a "Change of Management" as defined in the policies of the TSX Venture Exchange ("TSXV")(the "Change of Management").

The Arrangement is anticipated to close in mid-December 2019. Closing of the Arrangement is subject to the approval of not less than 66^2/3% of the votes cast by holders of We Grow Shares and We Grow Options, each voting as a separate class, on a resolution approving the Arrangement (the "We Grow Resolution") at the upcoming We Grow Meeting (as defined below) and, as a result of the Change of Management and in accordance with the polices of the TSXV, approval of not less than 50% of the votes cast by holders of Westleaf Shares on a resolution approving such Change of Management (the "Westleaf Resolution") at the upcoming Westleaf Meeting (as defined below). 

It is anticipated that a meeting (the "We Grow Meeting") of the holders of We Grow Shares and We Grow Options and a meeting (the "Westleaf Meeting") of the holders of Westleaf Shares will each be held on or around December 11, 2019 following the mailing to such securityholders of a joint management information circular regarding the Arrangement in November 2019 (the "Joint Information Circular").

Westleaf previously completed a financing of convertible debentures ("Debentures"), and the Arrangement constitutes a "Change of Control" as defined in the debenture indenture dated May 10, 2019 for the Debentures between the Company and Computershare Trust Company of Canada, as trustee for the Debentures (the "Debenture Indenture"). Holders of 50% of the principal amount of the outstanding Debentures have agreed in writing to consent to the Arrangement, provide a waiver and modification of the Debenture Indenture so that the Arrangement will not require the Company to repurchase the Debentures and to an amendment of the conversion price of the Debentures from $1.30 to $0.45 per Westleaf Share.

Additional Transaction Terms

The Arrangement is subject to We Grow completing a non-brokered management and key stakeholder led private placement financing of subscription receipts of We Grow ("Subscription Receipts") for gross proceeds of not less than $3,000,000, at a price of $0.30 per Subscription Receipt, to be completed prior to or concurrently with closing of the Arrangement (the "We Grow Financing"). Each Subscription Receipt shall entitle the holder thereof to acquire a unit of We Grow, which unit will ultimately be exchanged under the Arrangement for one (1) Westleaf Share and one-half of a warrant of Westleaf (each a full warrant, "Westleaf Warrant").  Each Westleaf Warrant shall be exercisable at a price of $0.38 per share for a period of 2 years following the closing of the Arrangement.

The Arrangement is also subject to, among other conditions, the approval of the Supreme Court of British Columbia, the receipt of all necessary regulatory approvals, including approval of Health Canada, applicable provincial retail cannabis regulators and the TSXV, and satisfaction of certain other closing conditions that are customary for a transaction of this nature.

The Agreement contains representations, warranties and covenants, including a termination fee in the amount of 3% of the transaction value payable by Westleaf or We Grow to the other party, as applicable, in the event that the Arrangement Agreement is terminated in certain circumstances. The Arrangement Agreement also includes certain non-solicitation covenants subject to the rights of each of Westleaf and We Grow to accept a superior proposal in certain circumstances, with the other party having a five business day right to match any such superior proposal received. Additional details of the Arrangement will be provided in the Joint Information Circular.

Westleaf Board Approval and Recommendation

Westleaf appointed a special independent committee (the "Special Committee") of the Westleaf Board consisting of Cody Church, Kareen Stangherlin, Delbert Wapass and John Radostits, with the mandate to review and evaluate strategic transaction alternatives for the Company including the Arrangement. Based on the recommendation of the Special Committee, the Westleaf Board has unanimously approved the Arrangement Agreement, determined that the Arrangement is in the best interests of Westleaf and the Westleaf Board has unanimously resolved to recommend that the holders of Westleaf Shares vote in favour of the Westleaf Resolution at the Westleaf Meeting. The Special Committee also received a verbal fairness opinion provided by Eight Capital Inc. (the "Eight Capital Fairness Opinion") which was considered in connection with its recommendation to the Board, that provided, subject to the assumptions, qualifications and limitations contained in the Eight Capital Fairness Opinion, that the consideration to be paid by Westleaf for the acquisition of We Grow pursuant to the Arrangement, is fair, from a financial point of view, to Westleaf.

All of the directors and officers of Westleaf, who beneficially own, or exercise control or direction over, approximately 19% of the outstanding Westleaf Shares, have entered into support agreements pursuant to which each has agreed to vote their Westleaf Shares in favour of the Westleaf Resolution and all other matters in favour of the Arrangement as applicable.

We Grow Board Approval and Recommendation

We Grow’s board of directors (the "We Grow Board") has unanimously approved the Arrangement Agreement, determined that the Arrangement is fair and in the best interests of We Grow and, based on the verbal fairness opinion provided by AltaCorp Capital Inc. (the "AltaCorp Fairness Opinion"), determined that and subject to the assumptions, qualifications and limitations contained in the AltaCorp Fairness Opinion, that the consideration to be paid by Westleaf to the holders of We Grow Shares with respect to the Arrangement is fair , from a financial point of view, and the We Grow Board has unanimously resolved to recommend that the holders of We Grow Shares and the holders of We Grow Options vote in favour of the We Grow Resolution at the We Grow Meeting. 

All of the directors and officers of We Grow who beneficially own, or exercise control or direction over, approximately 36% of the outstanding We Grow Shares, have entered into support agreements pursuant to which each has agreed to vote their We Grow Shares and We Grow Options in favour of the We Grow Resolution and all other matters in favour of the Arrangement as applicable.

Complete details of the terms of the Arrangement are set out in the Arrangement Agreement, which will be filed by Westleaf and will be available for viewing under Westleaf’s profile at www.sedar.com.

Combined Westleaf-We Grow Pro-Forma Facility and Assets

• Creston Valley Cultivation (We Grow) – We Grow has a purpose-built indoor cultivation facility currently consisting of 26,000 square feet which has been retrofitted for phase 1 cultivation including over 14,000 square feet of growing rooms, and up to 100-acre cultivation abilities for future production. We Grow is currently constructing a genetics and tissue culture lab in the existing facility.
• Thunderchild Cultivation (Westleaf): Construction of Westleaf’s purpose-built, GMP compliant, indoor cultivation facility near Battleford, Saskatchewan has progressed significantly in the third quarter and is nearing completion. Phase I of the indoor grow operation will be a total of 80,000 square feet with 20 grow rooms and approximately 21,000 square feet of flower bench. Phase II will add an additional 50,000 square feet of production space. The name of the facility reflects the company’s first and largest investor, the Thunderchild First Nation, an independent Cree nation based in Turtleford, Saskatchewan.
• The Plant by Westleaf Labs (Westleaf): A scalable extraction, processing, and product manufacturing facility located in Calgary, Alberta is a strategic asset for the Company. With the legalization of derivative products, Westleaf anticipates strong industry wide demand for efficient extraction, processing and formulation capacity and recently announced receipt of its first white label order. The Plant is currently a 16,000 square foot licensed production facility with scalable capacity of up to 65,000 kgs⁽³⁾ of dried flower per annum. The Plant has an additional 45,000 square feet of expansion space.
• Prairie Records (Westleaf): The Company’s experiential retail concept Prairie Records, which combines music and cannabis into a unique retail environment, launched with three stores in the Saskatoon region and one in Calgary. Westleaf maintains a portfolio of over 20 premium retail locations with development permits.

Advisors and Counsel

Eight Capital is acting as the exclusive financial advisor to Westleaf and the Special Committee. Borden Ladner Gervais LLP is acting as legal counsel to Westleaf.

AltaCorp Capital is acting as the financial advisor to We Grow. McCarthy Tetrault LLP is acting as legal counsel to We Grow.

About Westleaf Inc.

Westleaf is a Canadian cannabis company focused on cannabis brands, extraction and production of derivatives, wholly owned retail, as well as cannabis cultivation. The Company’s Health Canada licensed extraction and processing facility, The Plant, is expected to produce high quality and consistent cannabis derivatives and consumables, both for Westleaf’s in-house brands as well as white label products. Westleaf’s retail concept, Prairie Records, leverages the instinctual tie between recreational cannabis and music with stores operating or in development across Western Canada. The Company’s Thunderchild cultivation facility is scheduled for completion at the end of this year.

About We Grow BC Ltd.

We Grow is an authorized licensed cultivator, processor and seller under the Cannabis Act (Canada). We Grow is located in Creston, British Columbia in the heart of the Kootenay’s, where British Columbia-grown marijuana originated, and holds a Cultivation License pursuant to the Access to Cannabis for Medical Purposes Regulations under Health Canada. We Grow has scalable production facilities currently consisting of 26,000 square feet which has been retrofitted for phase 1 cultivation including over 14,000 square feet of growing rooms, and up to 100-acre cultivation abilities for future production. We Grow’s cannabis production includes its brand Qwest, which is considered a preeminent ultra-premium cannabis brand achieving one of the highest realized flower prices in Canada.

Non-GAAP Measures

To supplement the financial measures prepared in accordance with Canadian generally accepted accounting principles (GAAP), the Company uses certain non-GAAP financial measures, including Adjusted EBITDA (non-GAAP). The Company believes that these non-GAAP measures, when presented in conjunction with comparable GAAP measures, provide useful information about the Company’s operating results and liquidity and enhance the overall ability to assess the Company’s financial performance.  The Company uses these measures, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business. 

However, these measures are not prepared in accordance with GAAP nor do they have any standardized meaning under GAAP. In addition, other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to such similarly titled non-GAAP measures. We caution investors not to place undue reliance on such non-GAAP measures, but instead to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation. They should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

As indicated above, for guidance purposes, the Company does not provide reconciliations of projected Adjusted EBITDA (non-GAAP) to projected GAAP net income (loss), due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.

Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "anticipate", "may", "will", "should", "believe", "intends" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking statements and information concerning: mailing of the information circular, timing of the WGBC Meeting, the timing of the Westleaf Meeting, the timing and proceeds from the We Grow Financing, details with respect to the Hold Period, anticipated synergies, anticipated pricing, future capital requirements, construction of the Creston Valley Qwest Cannabis Estate, Thunderchild and The Plant facilities and the timing and production related thereto, the ability to satisfy all requirements in order to close the Transaction and the anticipated closing of the Arrangement. Risks and uncertainties inherent in the nature of the Arrangement include the failure of the parties to satisfy the conditions to the Arrangement, in a timely manner, or at all. The failure of the parties to satisfy the conditions to the Arrangement may result in the Arrangement not being completed on the proposed terms, or at all. In addition, the failure of WGBC or Westleaf to comply with certain terms of the Arrangement Agreement may result in WGBC or Westleaf being required to pay a non-completion fee to the other party, the result of which could have a material adverse effect on Westleaf’s financial position and results of operations and its ability to fund growth prospects and current operations.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of Westleaf are included in reports on file with applicable securities regulatory authorities, including but not limited to Westleaf’s Annual Information Form for the year ended December 31, 2018 which may be accessed on Westleaf’s SEDAR profile at www.sedar.com

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

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities issued pursuant to the Arrangement described herein have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from such registration.

The TSX Venture Exchange has in no way passed upon the merits of the Arrangement and has neither approved nor 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 release.

1. Based on average management suggested retail price of SKUs available from Alberta Gaming, Liquor and Cannabis in September 2019.
2. Thunderchild production capacity estimates are based on Phase I and Phase II total flower bench of 42,000 square feet total (21,000 square feet per phase), 60 grams of flower per yield per square foot per harvest, and 5.8 harvests per annum. Phase I consists of facility floor plate of approximately 80,000 total square feet (total square footage of Phase I & II of ~130,000 sq. ft.). Creston production capacity estimates are based on Phase1 and Phase 1B total flower bench of 22,900 square feet total (7,700 square feet phase 1), 43 grams of flower per yield per square foot per harvest, and 5.5 harvests per annum.
3. Extraction capacity estimates based on a phased approach anticipated to reach 65,000 kg capacity in Q1 2020 as additional equipment is installed in existing built out space. Based on 350 workdays per year.

SOURCE Westleaf Inc.