Cannabis Wheaton Announces Acquisition of Robinson’s Cannabis

Cannabis Wheaton Income Corp. (TSX.V:CBW) (OTC:CBWTF) announces that it has entered into a share purchase agreement (the “Share Purchase Agreement) with Robinson’s Cannabis Incorporated (“Robinson’s”) to acquire all of the issued and outstanding shares of Robinson’s (the “Robinson’s Shares”).

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Located in Kentville, Nova Scotia, Robinson’s is a privately-owned, late-stage licensed producer applicant under the Access to Cannabis for Medical Purposes Regulations (the “ACMPR”) and is currently constructing a 27,700 square foot purpose-built cannabis cultivation facility. Robinson’s has successfully completed Health Canada’s paper-based review process and is currently in the “Confirmation of Readiness” (“COR”) stage. Robinson’s is actively working to complete the build-out of its proposed cultivation facility and provide a COR submission to Health Canada in order to meet the licensing requirements of the ACMPR.

Pursuant to the Share Purchase Agreement, the Company will acquire all of the issued and outstanding shares of Robinson’s (the “Acquisition”). Upon the completion of the Acquisition, Robinson’s will become a wholly-owned subsidiary of the Company.

As consideration for the Robinson’s Shares, the shareholders of Robinson’s (the “Robinson’s Shareholders”) are entitled to receive aggregate consideration of 9,395,968 common shares in the capital of the Company (“Common Shares”), issued to the Robinson’s Shareholders as follows:

  1. 5,369,126 Common Shares upon closing of the Acquisition;
  2. 2,013,421 Common Shares issued and held in escrow to be released to the Robinson’s Shareholders upon Robinson’s receiving a cultivation license under the ACMPR; and
  3. 2,013,421 Common Shares issued and held in escrow to be released to the Robinson’s Shareholders upon Robinson’s receiving a sales authorization under the ACMPR.

The Acquisition remains subject to certain conditions precedent, including receipt of applicable regulatory approvals and the approval of the TSX Venture Exchange.All Common Shares are subject to a statutory hold period expiring on 4 months and 1 day from the date of issuance. In addition, the Robinson’s Shareholders have agreed to enter into lock-up agreements in favour of the Company restricting their ability to transfer their Common Shares (the “Locked-up Securities”) until the date that is 12 months following the closing of the Acquisition, provided that: (i) one-fourth of the Locked-Up Securities shall cease to be subject to the lock-up on the date that is 4 months and one day following the closing of the Acquisition; and (ii) a further one-fourth of the Locked-Up Securities shall cease to be subject to the lock-up on the date that is 6 months and one day following the closing of the Acquisition; (iii) a further one-fourth of the Locked-Up Securities shall cease to be subject to the lock-up on the date that is 9 months and one day following the closing of the Acquisition.

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