Westleaf and We Grow Announce Results of Shareholder Meetings

/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. 19, 2019 – Westleaf Inc. (“Westleaf“) (WL.V) (WSLFF) and We Grow BC Ltd. (“We Grow“) are pleased to announce the results of their respective securityholder meetings in connection 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“).

Westleaf Cannabis Inc. (CNW Group/Westleaf Inc.)

The Westleaf Meeting


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At Westleaf’s annual general and special meeting of the holders of Westleaf common shares (the “Westleaf Shareholders“) held on December 18, 2019 (the “Westleaf Meeting“), Westleaf Shareholders have approved all of the resolutions to be voted on by Westleaf Shareholders that were set forth in the joint information circular of Westleaf and We Grow dated November 20, 2019 (the “Information Circular“), available on Westleaf’s SEDAR profile at www.sedar.com.

Specifically, Westleaf Shareholders have approved the ordinary resolution relating to the change in management (“Change in Management“) of Westleaf in connection with the Arrangement. The Change in Management resolution was approved by approximately 98% of the votes cast by Shareholders at the Westleaf Meeting.

At the Westleaf Meeting, Westleaf Shareholders also approved ordinary resolutions approving: (i) fixing the number of directors of Westleaf to be elected at seven; (ii) election of directors of Westleaf; (iii) appointment of the auditor; (iv) an amendment to the stock option plan for Westleaf to be effective upon completion of the Arrangement; and (v) an amendment to the restricted share unit plan for Westleaf to be effective upon completion of the Arrangement.

The We Grow Meeting

At We Grow’s special meeting of the holders (“We Grow Securityholders“) of certain of the common shares in the capital of We Grow (“We Grow Shares“) and the holders of options to purchase We Grow Shares (“We Grow Options“) held on December 18, 2019 (the “We Grow Meeting“), We Grow Securityholders have approved the special resolution to approve the Arrangement as set forth in the Information Circular. All of the votes cast by holders of We Grow Shares and We Grow Options were voted in favour of the special resolution approving the Arrangement.

The closing of the Arrangement remains subject to the satisfaction or waiver of the other conditions specified in the arrangement agreement between Westleaf and We Grow dated November 7, 2019 , as amended on November 20, 2019 (the “Arrangement Agreement“), including approval of the final order in respect of the Arrangement by the Supreme Court of British Columbia . If all other conditions specified in the Arrangement Agreement are satisfied or waived, Westleaf and We Grow expect that the closing of the Arrangement will occur on December 20, 2019 .

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.

We Grow 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. 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 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 the completion of the Arrangement and the timing thereof, the integration of the businesses of Westleaf and We Grow; the construction and expansion of Westleaf’s production facilities; the timing for completion of same and commencement of production at Westleaf’s production facilities; and future production capacity. 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 licenses to retail cannabis products; review of the Company’s production facilities by Health Canada and receipt or maintenance of licenses from Health Canada in respect thereof; 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 and expansion 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., projections, or other factors, should they change, except as required by law.

SOURCE Westleaf Inc.

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