WeedMD Announces $15 Million Bought Deal Private Placement of Convertible Debentures

TORONTO, ONTARIO--(Marketwired - Oct. 19, 2017) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

WeedMD Inc. (TSX VENTURE:WMD) ("WeedMD" or the "Company"), is pleased to announce that it has entered into a letter of engagement with Eight Capital under which Eight Capital has agreed to purchase, along with a syndicate of underwriters including Haywood Securities Inc. and Mackie Research Capital Corporation (together with Eight Capital, the "Underwriters"), 15,000 convertible unsecured debentures (the "Convertible Debentures") of the Company (together, the "Offered Securities"), on a "bought deal" basis subject to all required regulatory approvals, at a price per Convertible Debenture of $1,000.00 (the "Convertible Debenture Issue Price") for gross proceeds of $15,000,000 (the "Offering"). The Convertible Debentures shall bear interest at a rate of 8.0% per annum from the date of issue, payable semi-annually in arrears on June 30 and December 31 of each year. The Convertible Debentures will have a maturity date of 24 months from the Closing Date of the Offering (the "Maturity Date").

The Convertible Debentures will be convertible at the option of the holder into common shares of the Company ("Shares") at any time prior to the close of business on the Maturity Date at a conversion price of $1.20 per Share (the "Conversion Price"). Beginning on the date following the Closing Date, the Company may force the conversion of all of the principal amount of the then outstanding Convertible Debentures at the Conversion Price on 30 days prior written notice should the (1) daily volume weighted average trading price of the Shares be greater than $2.00, for any 10 consecutive trading days, and (2) the volume traded during each VWAP Day is not less than 50,000 common shares.

Upon a change of control of the Company, holders of the Convertible Debentures will have the right to require the Company to repurchase their Convertible Debentures, in whole or in part, on the date that is 30 days following the giving of notice of the change of control, at a price equal to 100% of the principal amount of the Convertible Debentures then outstanding plus accrued and unpaid interest thereon (the "Offer Price").

As consideration for its services, the Underwriters will receive a cash commission equal to 6% of the gross proceeds of the Offering. The Company will also issue to the Underwriters compensation warrants in an amount equal to 3% of the gross proceeds of the offering divided by the Conversion Price. Each compensation warrant will be exercisable into one common share at the Conversion Price for a period of 24 months following the closing of the Offering.

The Company intends to use the net proceeds of the Offering for working capital and for production capacity expansion.

The closing date of the Offering is scheduled to be on or about November 2, 2017 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. 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 absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

About WeedMD Inc.:

WeedMD Inc. is the publicly-traded parent company of WeedMD Rx Inc., a federally-licensed producer and distributor of medical cannabis pursuant to the Access to Cannabis for Medical Purposes Regulations ("ACMPR"). The Company operates a 26,000 sq. ft. indoor facility in Aylmer, ON, with four acres of property for future expansion. WeedMD is focused on providing consistent, quality medicine to the long-term care, assisted living and seniors' markets in Canada through its specialized, comprehensive platform, and is dedicated to educating healthcare practitioners and furthering the public understanding of medical cannabis as a viable alternative to prescription medication - relieving a variety of chronic medical conditions and illnesses.

Follow WeedMD on:

Facebook: /weedmd

LinkedIn: www.linkedin.com/company/weedmd

Twitter: @WeedMD

Instagram: @WeedMD

Forward-looking statements

This news release may contain "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation. All information contained herein that is not clearly historical in nature may constitute forward-looking information. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Except as required by law, the Company disclaims any obligation to update or revise any forward-looking statements. Readers are cautioned not to put undue reliance on these forward-looking statements. This news release contains information obtained by the Company from third parties and believes such information to be accurate but has not independently verified such information.

Neither the 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.