Empower Clinics Announces Private Placement Financing of up to C$3.0 Million

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VANCOUVER, BC / ACCESSWIRE / January 5, 2022 / EMPOWER CLINICS INC. (CSE:CBDT)(Frankfurt:8EC)(OTCQB:EPWCF) ("Empower" or the "Company") today announces it will be conducting a non-brokered private placement of units of the Company (each, a "Unit") at a price of $0.20 per Unit, and unsecured convertible debenture units (each a "Debenture Unit") at a price of $1,000 per Debenture Unit, for aggregate gross proceeds of up to $3,000,000 (the "Financing").

Each Unit will consist of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant of the Company (each, a "Warrant"). Each Warrant will entitle the holder to purchase one Share at a price of $0.30 per Share for a period of two years from the date of issuance, subject to customary adjustments.

Each Debenture Unit will consist of one 6.0% senior unsecured convertible debenture of the Company having a principal amount of $1,000 (each, a "Debenture") and 5,000 Warrants, having the terms set out above. The Debentures will bear interest at the rate of 6.0% per annum and mature on the date that is two years from the date of issuance. The principal amount of each Debenture shall be convertible, for no additional consideration, into Shares at the option of the holder at any time prior to the maturity date at a conversion price of $0.20 per Share, subject to customary adjustments.

The Company expects to pay finders' fees in connection with the Financing. The closing of the Financing is expected to occur on or about January 6^th, 2022. Closing will be subject to several conditions, including receipt of all necessary corporate and regulatory approvals. The proceeds of the Financing are expected to be used for advancing the company's growth plans, working capital purposes and general administrative expenses.

Certain insiders of the Company, including the Company's Chief Executive Officer, Steven McAuley, intend to subscribe for an aggregate of 1.75 million Units. In connection with the Financing, Mr. McAuley intends to enter into a securities lending agreement with a purchaser of Debenture Units (the "Borrower") pursuant to which, immediately following the Closing, the Borrower will provide Debentures in the principal amount of $1.2 million to Mr. McAuley as collateral for 6,000,000 unrestricted Shares to be lent by Mr. McAuley. The terms will include that: (i) at the maturity of the Debentures (or earlier termination of the agreement), the Borrower will return the Shares; (ii) the delivery of the Shares will constitute a loan, and not a sale or transfer of beneficial ownership to the Borrower; (iii) until the maturity of the Debentures (or earlier termination of the agreement), the Borrower will have all of the incidents of ownership of the Shares; and (iv) all voting and other rights attaching to the Shares will accrue to Mr. McAuley as the beneficial owner. No compensation will be paid to Mr. McAuley in respect of this loan.