SOURCE: Cannabis Wheaton Income Corp.

Cannabis Wheaton Income Corp.

November 02, 2017 00:01 ET

Cannabis Wheaton Announces Closing of $35 Million Private Placement of Convertible Debenture Units

VANCOUVER, BC--(Marketwired - November 02, 2017) -

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

Cannabis Wheaton Income Corp. (d/b/a Wheaton Income)(TSX VENTURE: CBW)("Wheaton Income" or the "Company") is pleased to announce the closing of its previously disclosed private placement of convertible debenture units (the "Convertible Debenture Units") for total gross proceeds of $35,000,000 (the "Offering"). The Company raised $35,000,000 through the issuance of 35,000 Convertible Debenture Units at a price of $1,000 per Convertible Debenture Unit. The net proceeds of the Offering 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. The terms of the Offering are further described in the Company's news release dated September 18, 2017.

MMCAP International Inc. SPC subscribed for $28 million of the aggregate principal amount of Convertible Debenture Units and is considered to be an "insider" of the Company for the 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 ("Policy 5.9"). The Offering is a "related party transaction" for the purposes of MI 61-101 and Policy 5.9. The Company has filed a material change report dated September 19, 2017 on SEDAR at www.sedar.com, providing the required disclosure in respect of the "related party transaction."

The Company announced in a press release dated September 18, 2017 that it intended to file a qualifying prospectus in respect of the Offering. The Company no longer intends to proceed with such a filing. All securities issued under the Offering are subject to a statutory four month hold period. The Offering remains subject to customary post-closing filings with the TSX Venture Exchange.

ON BEHALF OF THE BOARD

"Chuck Rifici"

Chairman & CEO

About Wheaton Income. (TSX VENTURE: CBW)

Wheaton Income is a collective of entrepreneurs with a passion for the cannabis industry past, present and future. Our mandate is to facilitate growth for our partners by providing them with financial support and sharing our collective industry experience. Our partners all have different visions, voices and brand values, and all share a common goal -- to build a world-class industry based on ethics, diversity, quality and innovation.

Stay Connected:
For more information about Wheaton Income and our management team, please visit: http://www.wheatonincome.com, or follow us on Twitter @WheatonIncome. Phone: 1.604.687.7130 Email: Mario@skanderbegcapital.com (http://www.skanderbegcapital.com).

Forward-Looking Information

This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or information that certain events or conditions "may" or "will" occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: the use of proceeds of the Offering; an exemption being available under MI 61-101 and Policy 5.9 from the minority shareholder approval and valuation requirements for the related party transaction. Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

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