SOURCE: Beleave Inc.

Beleave Inc.

May 05, 2017 16:15 ET

Beleave Announces Non-Dilutive Interim Streaming Agreement with PanCann to Finance Construction of a Proposed Second Production Facility

TORONTO, ON--(Marketwired - May 05, 2017) - Beleave Inc. (CSE: BE) (CSE: BE.CN) (CNSX: BE) ("Beleave" or the "Company") is pleased to announce that it has entered into an interim streaming agreement with PanCann Streaming Corp. ("PanCann") to finance the purchase and construction of a proposed second production facility to be identified, in exchange for equity participation in, and a production yield allocation from the proposed facility.

This agreement, if funded, would allow Beleave to substantially increase its potential production capacity on a non-dilutive basis to Beleave's shareholders.

Key Terms of the Agreement:

The parties will work cooperatively to identify an appropriate second site to be acquired and developed by a newly formed special purpose subsidiary of Beleave ("NewCo").

The proposed second site is expected to be located in Ontario and will be designed to accommodate 200,000 square feet of cultivation space.

Once such a site and the construction budget for the new facility have been agreed on, PanCann will provide, among other things, (i) up to $5 million to fund the purchase of the second site and (ii) all necessary funding to complete the construction of the new facility. In return, PanCann will receive a 50% equity interest in NewCo and 50% of the proceeds (net of certain costs) of future wholesale or retail sales completed by NewCo.

"This opportunity allows Beleave to add supply beyond its current expansion plans, as well as explore wholesale opportunities that will not interfere with our potential patient sales in the future. This will increase our top line while eliminating the need for capital expenditure," says Roger Ferreira, CEO and Director of Beleave. "A completely accretive agreement for Beleave Inc., and the start of a new and exciting partnership with PanCann."

The agreement remains subject to a number of precedent conditions, including availability of financing on the part of PanCann, receipt by Beleave of applicable Health Canada and other regulatory approvals, due diligence by the parties, execution of definitive agreements, and the ability of the parties to agree on future construction budgets and timelines. There is no assurance that the PanCann financing will be completed on the terms contemplated herein or at all.

About Beleave

Beleave Inc. is a biotech company committed to becoming a licensed producer under the Access to Cannabis for Medical Purposes Regulations (the "ACMPR"). Beleave's wholly-owned subsidiary First Access Medical Inc. ("FAM") has applied for a license to cultivate and sell medical cannabis pursuant to the ACMPR. As of the date hereof, FAM has successfully advanced past the review stage, and completed its pre-licensing inspection. Beleave's purpose-built facility is located near Hamilton, Ontario.

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the proposed transaction with PanCann. The proposed transaction is subject to a number of material conditions. It is also subject to a number of termination rights exercisable by either party. There is no assurance that funding from PanCann will be completed on the terms contemplated herein or at all, nor as to the timing of any such funding. In the absence of funding from PanCann, Beleave may be unable to fund its intended expansion on a non-dilutive basis or at all. Even if funding from Pancann is completed, Beleave would remain responsible for certain material operating costs relating to its proposed second site expansion. Please refer to the Company's SEDAR filings for further risks, including Health Canada and other regulatory licensing risks, that are relevant to Beleave's business generally and should be considered in connection with its proposed transaction with PanCann. The forward-looking information contained in this press release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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