Cannabis Wheaton Income closes $35M debenture offering

Cannabis Wheaton Income Corp.



News Release

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

CANNABIS WHEATON ANNOUNCES CLOSING OF $35 MILLION PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURE UNITS

Vancouver, British Columbia, November 2, 2017 – Cannabis Wheaton Income Corp. (d/b/a Wheaton Income) (TSX.V – 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.V: 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).

Media Contact
Sarah Bain, VP External Affairs
Email: sarah@cannabiswheaton.com
Phone: 613.230.5869