Beleave Inc.
CNSX : BE

Beleave Inc.

April 12, 2016 20:50 ET

Beleave Completes Private Placement and Debt Settlement

TORONTO, ONTARIO--(Marketwired - April 12, 2016) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR THROUGH U.S. NEWSWIRE SERVICES

Beleave Inc. (the "Corporation" or "Beleave") (CSE:BE) wishes to announce that it has closed a private placement financing (the "Financing") for gross proceeds of $439,300.90. Upon closing the Financing, Beleave issued 1,464,336 units (each a "Unit") at a price of $0.30 per Unit. Each Unit consists of one common share ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant is exercisable for one Common Share at a price of $0.50 for a period of two years from closing. A director of the Corporation has also participated in the Financing.

The Corporation is also pleased to announce that it has completed a shares-for-debt transaction (the "Debt Settlement") with related parties and other parties (collectively, the "Creditors") of the Corporation whereby the Corporation will issue Common Shares at a deemed price of $0.30 for the settlement of the amounts owing to such Creditors (the "Debt Settlement Shares"). Pursuant to the Debt Settlement, the Corporation will settle $261,297.50 of existing debt through the issuance of 870,992 Debt Settlement Shares.

Certain Creditors are directors and/or officers of the Corporation (the "Insider Issuance"). The Insider Issuance constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Insider Issuance was approved by all non-interested directors of the Corporation, and the interested directors abstained from approval of the same. The Corporation is relying on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101. All issuances are subject to applicable regulatory (including the Canadian Securities Exchange) approvals.

About Beleave

Beleave Inc. is a biotech company committed to becoming a licensed producer under the Marihuana for Medical Purposes Regulations (the "MMPR"). Beleave's wholly owned subsidiary First Access Medical Inc. ("FAM") has applied for a licence to cultivate and sell medical marihuana pursuant to the MMPR. As of the date hereof, FAM has successfully advanced past the security clearance stage and is currently in the review stage of the licensing process. Beleave's purpose built facility is located near Hamilton, Ontario. Beleave is traded on the CSE under the symbol BE, with 17,287,490 Common Shares issued and outstanding (25,448,493 on a fully diluted basis).

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