Cannabis Wheaton Income Corp. Announces Private Placement of Convertible Debenture Units and Conversion of Prior Convertible Debenture Units GlobeNewswire•December 22, 2017 NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO UNITED STATES VANCOUVER, British Columbia, Dec. 22, 2017 (GLOBE NEWSWIRE) -- Cannabis Wheaton Income Corp. (d/b/a Wheaton Income) (CBW.V) ("Wheaton Income" or the "Company") is pleased to announce a private placement offering of up to 38,709,677 convertible debenture units ("Convertible Debenture Units") with a conversion price of $1.55 per common share for aggregate gross proceeds of up to $60 million (the "Offering"). The net proceeds received by the Company will be used to fund working capital and general corporate purposes, including but not limited to, financing of the Company's streaming partners pursuant to certain streaming agreements and general and administrative expenses. MMCAP International Inc. SPC (the "Lead Subscriber") and the Company have executed a binding term sheet with respect to the Offering, whereby the Lead Subscriber has agreed to subscribe for up to $48,000,000 million aggregate principal amount of Convertible Debenture Units. Closing of the Offering is subject to the satisfaction of customary conditions. Convertible Debenture Units Each Convertible Debenture Unit will be offered at a price of $1,000 per Convertible Debenture Unit for aggregate gross proceeds of up to $60 million. Each Convertible Debenture Unit will consist of $1,000 principal amount of 6% senior unsecured convertible debentures (the "Debentures") and 322 Common Share purchase warrants (the "CD Warrants") of the Company. Each CD Warrant will be exercisable to acquire one Common Share at an exercise price of $1.80 per Common Share for a period of 24 months following the Closing Date. The Debentures will bear interest from the closing date of the Offering at 6% per annum, calculated semi-annually on June 30 and December 31 of each year. The first interest payment will be made on June 30, 2018 and will consist of interest accrued from and including the Closing Date to June 30, 2018. The Debentures will mature on the date that is 24 months from the Closing Date (the "Maturity Date"). The Debentures will be convertible at the option of the holder, at any time prior to the close of business on the last business day immediately preceding the Maturity Date, into that number of common shares of the Company ("Common Shares") computed on the basis of the principal amount of the Debentures divided by the conversion price of $1.55 per Common Share (the "Conversion Price"). The Debentures will provide for the adjustment of the Conversion Price in certain events. Beginning on the date that is four months and one day following the Closing Date, the Company may force the conversion of the principal amount of the then outstanding Convertible Debentures at the Conversion Price on not less than 30 days’ notice should the daily volume weighted average trading price of the Company’s Common Shares be greater than $3.10 for any 10 consecutive trading days on the TSX Venture Exchange, or such other exchange as the Common Shares may then be trading. Upon a change of control of the Company, on the date that is not less than 30 days following the giving of notice of the change of control, the Debenture holders shall, in their sole discretion, have the right to require the Company to, either: (i) purchase the Debentures at 100% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) if the Change of Control results in a new issuer, convert the Debenture into a replacement debenture of the new issuer in the aggregate principal amount of 101% of the aggregate principal amount of the Debenture. The Debenture shall be offered and sold by private placement (i) in Canada to "accredited investors" within the meaning of NI 45-106 - Prospectus Exemptions and other exempt purchasers in each province of Canada, and (ii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Debentures or the Company. The Debentures, CD Warrants and the Common Shares issuable upon the conversion of the Debentures and CD Warrants, will be subject to a statutory four month hold period. Conversion of Convertible Debentures In addition, the Company announces that the majority of holders of convertible debentures issued on June 29, 2017 (the “June Debentures”) have elected to use reasonable commercial efforts to convert their June Debentures into Common Shares at a conversion price of $1.00 per share prior to the Closing Date. Related Party Disclosure The Lead Subscriber is considered to be a related party for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange, making the Offering a "related party transaction". Pursuant to MI 61-101, the Company has filed a material change report providing disclosure in relation to each "related party transaction" on SEDAR under the Company's issuer profile at www.sedar.com. The Company did not file the material change report more than 21 days before the expected closing date of the Offering as the definitive documentation for the Offering and the participation therein by each "related party" of the Company were not settled until shortly prior to the closing of the Offering, and the Company wishes to close the Offering on an expedited basis for sound business reasons. Closing Conditions and Related Matters Subject to the satisfaction of customary of conditions, the Offering is expected to close on or about January 12, 2018. ON BEHALF OF THE BOARD "Chuck Rifici" Chairman & CEO About Wheaton Income. (CBW.V) Wheaton Income is a collective of entrepreneurs with a passion for the cannabis industry past, present and future. Our mandate is to facilitate growth for our partners by providing them with financial support and sharing our collective industry experience. Our partners all have different visions, voices and brand values, and all share a common goal—to build a world-class industry based on ethics, diversity, quality and innovation. Stay Connected: For more information about Cannabis Wheaton and our management team, please visit: http://www.wheatonincome.com, or follow us on Twitter @WheatonIncome. Call: 1.604.687.7130 Email: Mario@skanderbegcapital.com (http://www.skanderbegcapital.com). Media Contact: Sarah Bain, VP External Affairs Email: sarah@cannabiswheaton.com Phone: 613.230.5869
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