MedReleaf Corp.

May 30, 2017 16:00 ET

MedReleaf Corp. Files Final Prospectus and Announces Pricing of Initial Public Offering

MARKHAM, ONTARIO--(Marketwired - May 30, 2017) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

MedReleaf Corp. ("MedReleaf" or the "Company") announced today that it has obtained a receipt for its final prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada in connection with the initial public offering and secondary offering (together, the "Offering") of an aggregate of 10,600,000 common shares (the "Offered Shares") of MedReleaf at a price of $9.50 per Offered Share (the "Offering Price") for aggregate gross proceeds of $100,700,000, with MedReleaf and certain shareholders (the "Selling Shareholders") receiving gross proceeds of $80,700,049 and $19,999,951, respectively. A copy of the final prospectus in respect of the Offering is available on SEDAR at www.sedar.com.

Pursuant to the Offering, 8,494,742 Offered Shares will be issued by MedReleaf from treasury (the "Treasury Offering") and 2,105,258 Offered Shares will be sold pursuant to a secondary offering (the "Secondary Offering") by the Selling Shareholders. MedReleaf will not receive any proceeds from the Secondary Offering.

The Offering will be made through a syndicate of underwriters including GMP Securities L.P. as co-lead underwriter and sole bookrunner, Clarus Securities Inc., as co-lead underwriter, and including Canaccord Genuity Corp., Cowen and Company, LLC, Eight Capital, and PI Financial Corp.

MedReleaf and the Selling Shareholders have granted the underwriters an over-allotment option (the "Over-Allotment Option"), exercisable in whole or in part for a period of 30 days following the closing of the Offering, to purchase up to an additional 1,590,000 Offered Shares at the Offering Price of $9.50 per share for additional gross proceeds of $6,104,985 to MedReleaf and an aggregate of $9,000,015 to the Selling Shareholders respectively, if the Over-Allotment Option is exercised in full.

The closing of the Offering is expected to occur on or about June 7, 2017, subject to customary closing conditions, at which time the Offered Shares are expected to commence trading on the Toronto Stock Exchange (the "TSX") under the symbol "LEAF". The TSX has conditionally approved the listing of the Offered Shares, subject to fulfilling customary TSX requirements.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The Offered Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the Offered Shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of MedReleaf in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About MedReleaf Corp.

MedReleaf is a licensed producer under the Access to Cannabis for Medical Purposes Regulations (the "ACMPR"), based in Markham, Ontario. From its Markham facility, the Company produces and sells its dried cannabis and cannabis oil products, including cannabis oil capsules, to patients registered under the ACMPR. The first and only ISO 9001 certified cannabis producer in Canada, MedReleaf is an analytically-driven organization focused on patient care, scientific innovation, and advancing the understanding of the therapeutic benefits of cannabis.

Forward Looking Statements

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation which are based upon MedReleaf's current internal expectations, estimates, projections, assumptions and beliefs and views of future events. Forward-looking information can be identified by the use of forward-looking terminology such as "expect", "likely", "may", "will", "should", "intend", "anticipate", "potential", "proposed", "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may", "would" or "will" happen, or by discussions of strategy. Forward-looking information include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance or other statements that are not statements of fact.

Any forward-looking information speaks only as of the date on which it is made, and, except as required by law, MedReleaf does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for MedReleaf to predict all such factors. When considering these forward-looking statements, readers should keep in mind the risk factors and other cautionary statements in MedReleaf's final prospectus filed with the applicable Canadian securities regulatory authorities in connection with the Offering. The risk factors and other factors noted in MedReleaf's final prospectus could cause actual events or results to differ materially from those described in any forward-looking information.

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