Westleaf and We Grow Announce Filing of Information Circular, Estimated Closing Date, Consent from Debentureholders and Amendment to the Arrangement Agreement

CALGARY, Nov. 21, 2019 /PRNewswire/ - Westleaf Inc. (the "Company" or "Westleaf") (TSX-V:WL) (OTCQB:WSLFF) announces that it has filed a Joint Information Circular with respect to its proposed December 18, 2019 Westleaf Shareholder Meeting in connection with its previously announced Arrangement with We Grow BC Ltd. ("We Grow") and certain securityholders thereof and has obtained approval of the Arrangement from holders of more than 66^2/3% of the principal amount of Westleaf Debentures. Westleaf also announces that Westleaf and We Grow have agreed to amend certain terms of the previously announced Arrangement Agreement between Westleaf and We Grow. It is anticipated that the Arrangement will close on or about December 20, 2019. A Transaction Presentation is now available on Westleaf's website.

Amending Agreement

Westleaf announces that Westleaf and We Grow have executed an agreement (the "Amending Agreement") to amend the terms of the previously announced definitive agreement (the "Arrangement Agreement") between Westleaf and We Grow, whereunder the previously announced plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) between Westleaf, We Grow and certain securityholders of WGBC (the "Arrangement") will be affected.

Under the terms of the Amending Agreement, conditions with respect to the private placement financing of subscription receipts of We Grow to be completed prior to or concurrently with closing of the Arrangement (the "We Grow Financing") have been amended to remove any required minimum raise under the We Grow Financing.

Debentureholder Consent

Westleaf has also received consent, in writing, from holders of more than 66^2/3% of the principal amount of previously issued and outstanding debentures of Westleaf (the "Westleaf Debentures") to the Arrangement, which consent was a condition under the Arrangement Agreement.

Transaction Presentation

In addition, the Company has made available a presentation containing information about Westleaf and We Grow dated November 7, 2019 (the "Transaction Presentation"), for use by shareholders, investors, industry analysts and others.

https://www.westleaf.com/financials-presentations/

Joint Information Circular and Closing of the Arrangement

Westleaf is also pleased to announce the filing on Westleaf's SEDAR profile of the joint management information circular and proxy statement (the "Joint Information Circular") of Westleaf and We Grow in respect of the annual general and special meeting (the "Westleaf Shareholder Meeting") of the holders of common shares in the capital Westleaf to be held on December 18, 2019 and the corresponding Arrangement.

It is anticipated that the Arrangement will close on or about December 20, 2019. As previously announced, the closing of the Arrangement is subject to, among other things, requisite Westleaf and We Grow securityholder approvals.

For further particulars regarding the Arrangement and the Westleaf Shareholder Meeting, please refer to the Joint Information Circular, the Arrangement Agreement and Westleaf's press release dated November 7, 2019, each of which is available under Westleaf's SEDAR profile at www.sedar.com. A complete copy of the Amending Agreement will also be available under Westleaf's SEDAR profile at www.sedar.com.

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.

The TSX Venture Exchange has in no way passed upon the merits of the Arrangement or the Amendment 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.

The information contained in the Transaction Presentation is summary information only and is qualified in its entirety by the more fulsome information contained in the Arrangement Agreement and the Joint Information Circular. The Transaction Presentation is based on public information and is subject to updating, completion, revision, verification and amendment without notice, which may result in material changes. Westleaf and We Grow do not undertake any obligation to correct any inaccuracies that may become apparent or to update the information contained therein. Both Westleaf and We Grow encourage prospective readers of the Transaction Presentation to perform and rely on their own investigation and analysis of the Arrangement, including the merits and risks involved and are advised to seek their own professional advice on the legal, financial and taxation consequences of the Arrangement or an investment in Westleaf or We Grow.

No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon the Transaction Presentation and any representation to the contrary is an offence.

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. More particularly and without limitation, this press release contains forward-looking statements and information concerning: the timing and proceeds from the We Grow Financing, timing of the Westleaf Shareholder Meeting, the ability to satisfy all requirements in order to close the Arrangement, the ability of Westleaf and We Grow to obtain all necessary consents and approvals, the anticipated closing date of the Arrangement, the construction of Westleaf's production facilities and the timing for completion of same and commencement of production at Westleaf's production facilities. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties 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 We Grow or Westleaf to comply with certain terms of the Arrangement Agreement may result in We Grow 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. Other risks and uncertainties which may cause the actual results and future events to differ materially from those expressed or implied by the forward-looking statements contained in this press release include, but are not limited to: risks relating to the ability to obtain or maintain licenses to retail cannabis products; review of Westleaf's production facilities by Health Canada and receipt of licenses from Health Canada in respect thereof; future legislative and regulatory developments involving cannabis, including the passing of regulations regarding derivative cannabis products; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the labour market generally and the ability to access, hire and retain employees; general business, economic, competitive, political and social uncertainties; the satisfaction of conditions precedent under Westleaf's credit facilities; timing and completion of construction of Westleaf's production facilities and retail locations; and the delay or failure to receive board, ATB Financial or regulatory approvals, including any approvals of the TSX Venture Exchange, as applicable. There can be no assurance that forward-looking statements contained in this press release will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

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.

SOURCE Westleaf Inc.

Related Links

http://www.westleaf.com