WeedMD Rx Inc.

WeedMD Rx Inc.

November 11, 2016 10:21 ET

WeedMD Rx Inc. and Aumento Capital V Corporation Announces Closing of WeedMD Financing & Go-Public Transaction

TORONTO, ONTARIO--(Marketwired - Nov. 11, 2016) -

Editors Note: There are two photos associated with this press release.

WeedMD Rx Inc., ("WeedMD"), a licensed producer of medical marijuana under the Access to Cannabis for Medical Purposes Regulations, and Aumento Capital V Corporation (TSX VENTURE:AMN.P) ("Aumento") are pleased to announce that on November 9, 2016, WeedMD closed a $7,600,000 convertible debenture unit financing (the "Convertible Debenture Financing") with a syndicate of agents led by Dundee Securities Ltd., and including Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (the "Agents"). Pursuant to the Convertible Debenture Financing, WeedMD has issued 7,600 units (the "Units"), with each Unit comprised of one debenture (a "Debenture") with a principal amount of $1,000 and 1,333 warrants (the "Warrants"). The Warrants are exercisable into common shares of WeedMD at an exercise price of $1.00 per share for a period of two years from the completion of a liquidity event by WeedMD. Immediately prior to completion of a liquidity event by WeedMD, the principal amount of the Debentures will be automatically convertible into common shares of WeedMD at a conversion price of $0.75 per share.

WeedMD will use a portion of the net proceeds towards new construction within its existing facility to accommodate a mothering room, nursery and extraction lab, in order to increase process efficiencies and provide patients with more extensive strain selection and derivatives options. WeedMD intends to apply the remainder of the net proceeds towards developing the commercial scale production, distribution and sales infrastructure for its cannabis and cannabis oil extracts program, to working capital, other growth opportunities and general corporate purposes.

"This financing provides WeedMD with the capital to expand our facility and production capacity. Our first harvest commenced two weeks ago and is ongoing with the more than 6,000 plants currently growing," said Bruce Dawson-Scully, CEO of WeedMD. "We remain on target to apply to Health Canada for our sales license amendment by the end of this month, with the goal of securing this licensing in Q1, 2017. Concurrently, we are in the process of finalizing our application to Health Canada for the production of oil extracts, which we plan to submit before the end of this month."

As partial consideration for their services, the Agents were issued 352,000 compensation options (the "Compensation Options"). Each Compensation Option will entitle the holder thereof to purchase one unit of WeedMD at an exercise price of $0.75 for a period of two years from the completion of a liquidity event, with each unit being comprised of one common share of WeedMD and one Warrant.

Go-Public Transaction

WeedMD and Aumento announced on November 9, 2016 that they have entered into a letter agreement which outlines the terms and conditions pursuant to which WeedMD and Aumento will complete a transaction that will result in a reverse take-over of Aumento by the shareholders of WeedMD (the "Transaction"). The Transaction will constitute the liquidity event referred to above in regard to the Convertible Debenture Financing and Aumento intends for the Transaction to constitute its "Qualifying Transaction" as such term is defined in the policies of the TSX Venture Exchange (the "TSXV"). Under the Transaction, Aumento will acquire all of the common shares of WeedMD by exchanging 1.25 common shares of Aumento for each common share of WeedMD (the "Exchange Ratio"). The Warrants and the Compensation Options issued pursuant to the Convertible Debenture Financing will be exchanged for similar securities of Aumento and will have their respective terms, including exercise price and value, adjusted by the Exchange Ratio.

About WeedMD Rx Inc.:

WeedMD is a licensed producer of medical marijuana under the Access to Cannabis for Medical Purposes Regulations ("ACMPR") and operates a 25,000 square foot, scalable, state-of-the-art production facility in Aylmer, Ontario. WeedMD is focused on producing small-batch, high-grade, condition-specific cannabis products for patients throughout Canada. WeedMD is dedicated to educating healthcare practitioners, providing consistent access and education for high quality medication, and furthering the public's understanding of how marijuana is used for medical purposes.

To learn more, visit us at www.weedmd.com.

About Aumento Capital V Corporation:

Aumento is incorporated under the provisions of the Business Corporations Act (Ontario) with its registered and head office in Toronto, Ontario. It is a capital pool company and is a "reporting issuer" in the provinces of Ontario, British Columbia and Alberta.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; future developments; and use of funds. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive shareholder or regulatory approvals; and the results of continued development, marketing and sales. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Aumento and WeedMD disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

To view the photos associated with this press release, please visit the following links:

http://www.marketwire.com/library/20161110-WeedMD-Team.jpg

http://www.marketwire.com/library/20161110-Cannabis.jpg

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