Cannabis Wheaton Announces Private Placement of Convertible Debenture Units - Seite 3

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, subject to the Company filing a Qualifying Prospectus (as described above), the Common Shares issuable upon the conversion of the Debentures and CD Warrants, will be subject to a statutory four month hold period.

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 September 29, 2017.

ON BEHALF OF THE BOARD

Chuck Rifici, Chairman & CEO

About Cannabis Wheaton Income Corp. (TSX VENTURE:CBW)

Backed by a team of industry experts, Cannabis Wheaton is the first cannabis streaming company in the world. Our streams will include production from across Canada coming from our partners comprised of licensed producers of cannabis (LP) and LP applicants. Cannabis Wheaton's mandate is to facilitate real growth for our streaming partners by providing them with financial support and sharing our collective industry experience.