Cannabis Wheaton Announces Private Placement of Convertible Debenture Units

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 18, 2017) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO UNITED STATES

Cannabis Wheaton Income Corp. (TSX VENTURE:CBW) ("Cannabis Wheaton" or the "Company") is pleased to announce a private placement offering of up to 35,000 of convertible debenture units ("Convertible Debenture Units") for aggregate gross proceeds of up to $35 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 $28 million aggregate principal amount of Convertible Debenture Units. Closing of the Offering is subject to the satisfaction of customary conditions.

The Company has agreed to use its commercially reasonable efforts to obtain a receipt from the applicable Canadian securities regulatory authorities (the "Securities Commissions") for a (final) short form prospect qualifying the distribution of the common shares of the Company (the "Common Shares") issuable upon conversion of the Debenture and CD Warrants (the "Qualifying Prospectus") before the date that is four months and one day following the closing of the offering; provided, however, that there is no assurance that a Qualifying Prospectus will be filed or that a receipt therefor will be issued by the Securities Commissions prior to the expiry of the statutory four month hold period.

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 $35 million. Each Convertible Debenture Unit will consist of $1,000 principal amount of 8% senior unsecured convertible debentures (the "Debentures") and 833 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 $1.20 per Common Share for a period of 24 months following the Closing Date.