WeedMD Closes Definitive Agreement for $30 Million Credit Facility with LiUNA Pension Fund - Seite 2

Related Party Transaction

LPF is an insider of the Company as it owns greater than 10% of the common shares of the Company. Accordingly, the above mentioned financing represents a “related party transaction” under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available on the basis of the securities of the Company not being listed on specified markets, including the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ or certain overseas stock exchanges. The Company is also relying on the exemption from minority shareholder approval requirements under MI 61-101 as the Credit Facility is considered a non-equity loan as described under Section 5.7(f) of 61-101. The Company did not file a material change report more than 21 days before the expected closing of the Credit Facility as the details of this transaction were not settled until shortly prior to closing. The Company formed a special committee of independent members of the board of directors of the Company (the "Special Committee") to set, review, negotiate and approve the terms of the Credit Facility.  The Special Committee engaged INFOR Financial Inc. to provide an opinion that subject to the analyses referred to, and assumptions, qualifications and limitations set forth therein, the financing is fair, from a financial point of view, to the Company.

Conference Call with Management

WeedMD will host a conference call with management on October 1, 2020 at 10 a.m. Eastern Time to report its second quarter 2020 financial results and provide an overview of the Credit Facility proceeds as it relates to the Company’s commercial sales expansion.

The call will be hosted by Angelo Tsebelis, CEO of WeedMD and CFO Lincoln Greenidge. Management will be available for analyst and media questions following opening remarks.

Conference Call Details:

Date:	October 1, 2020
Time:	10 a.m. Eastern Time
Dial-in Number:	Canada/USA: 1-800-319-4610. International Toll: 1-604-638-5340