Westleaf and We Grow Announce Pricing and Closing Date for Private Placement

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

CALGARY, Dec. 6, 2019 /CNW/ - Westleaf Inc. ("Westleaf") (TSX-V:WL) (OTCQB:WSLFF) and We Grow B.C. Ltd. ("We Grow") announce pricing for the previously disclosed non-brokered private placement financing of subscription receipts for We Grow ("Subscription Receipts"), at a price (the "Offering Price") of $0.21 per Subscription Receipt (the "Offering"). The financing will be up to $3 million and will be led by insiders of Westleaf and We Grow. The Offering is expected to be completed prior to or concurrently with the previously announced plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Westleaf, We Grow and certain securityholders of We Grow (the "Arrangement"), estimated to close on or about December 20, 2019.

Each Subscription Receipt will entitle the holder thereof to acquire one unit of We Grow ("We Grow Unit"), with each We Grow Unit consisting of one class "C" voting common participating share in the capital of We Grow ("We Grow Class C Share") and one-half of one common share purchase warrant of We Grow (each full warrant a "We Grow Warrant"). Each We Grow Class C Share and each We Grow Warrant will ultimately be exchanged under the Arrangement for one common share in the capital of Westleaf ("Westleaf Share") and one common share purchase warrant of Westleaf ("Westleaf Warrant"), respectively. The Westleaf Warrants will be exercisable at a price of $0.28 per Westleaf Share (the "Exercise Price") for a period of two years following the closing of the Arrangement.

It is anticipated that the proceeds of the Offering (after deduction of costs of fees incurred) will be used to integrate the businesses of Westleaf and We Grow and for general corporate purposes and future working capital. Although Westleaf and We Grow intend to use the proceeds of the Offering as described above, the actual allocation of proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities.

Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange (the "TSXV"). The Offering Price and the Exercise Price set forth in this news release supersedes the pricing set forth in Westleaf's prior news release dated November 7, 2019.The TSXV has not yet approved the Offering Price or the Exercise Price for the Offering and they remain subject to the change.

This news 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 Offering and 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.

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. Westleaf's extraction and processing facility, The Plant, will 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. Westleaf's Thunderchild cultivation facility is scheduled for completion at the end of this year.

About We Grow B.C. Ltd.

WGBC is an authorized licensed cultivator, processor, and seller under the Cannabis Act. WGBC is located in Creston British Columbia in the heart of the Kootenay's, where BC grown marijuana originated, and holds cannabis cultivation, processing and sales licenses pursuant to the applicable regulations of the Cannabis Act. WGBC has scalable production facilities currently consisting of 100,000 square feet of indoor space of which 24,000 has been retrofitted for Phase 1 Cultivation and up to 100-acre cultivation abilities for future production. WGBC's cannabis production includes its brand Qwest, which is considered a preeminent luxury cannabis brand achieving one of the highest realized flower prices in Canada.

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. In this news release, forward-looking statements relate to, among other things, statements concerning completion of the Arrangement and the Offering and the timing thereof; the pricing of the Offering and the Exercise Price; the use of proceeds from the Offering; the payment of fees to certain eligible persons in connection with the Offering; the integration of the businesses of Westleaf and We Grow; 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 factors include, but are not limited to: risks relating to the ability to obtain or maintain licences to retail cannabis products; future legislative and regulatory developments involving cannabis; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the labour market generally and the ability to access, hire and retain employees; general business, economic, competitive, political and social uncertainties; 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, regulatory or other approvals, including any approvals of the TSXV, as applicable. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Westleaf and We Grow 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.

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