Cannabis Wheaton Announces Private Placement of Convertible Debenture Units - Seite 2

The Debentures will bear interest from the closing date of the Offering at 8.0% 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 60 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 (i) 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 $1.20 per Common Share (the "Conversion Price"), and (ii) a cash payment equal to the additional interest amount that such holder would have received if it had held the Debenture from the date of conversion until the Maturity Date.

The Debentures will provide for the adjustment of the Conversion Price in certain events including, without limitation, the subdivision or consolidation of the outstanding Common Shares, the issue of Common Shares or securities convertible into Common Shares by way of stock dividend or distribution, the issue of rights, options or warrants to all or substantially all of the holders of Common Shares in certain circumstances, and the distribution to all or substantially all of the holders of Common Shares of any other class of shares, rights, options or warrants, evidences of indebtedness or assets.

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.