VANCOUVER, British Columbia, Jan. 09, 2018 (GLOBE NEWSWIRE) -- Cannabis Wheaton Income Corp. (d/b/a
Wheaton Income) (TSX-V:CBW) ("Wheaton Income" or the "Company") is pleased to announce
that it has entered into an investment agreement (the "Investment Agreement") with Inner Spirit
Holdings Ltd. ("Inner Spirit") providing for a strategic investment by the Company in Inner Spirit, as well as a
strategic alliance agreement (the "Strategic Alliance Agreement") that will govern the ongoing business
relationship between the parties (collectively, the "Transaction").
Inner Spirit is the parent company of Spirit Leaf Inc. ("Spirit Leaf"), which aims to be a
market leader in the franchising of retail cannabis dispensaries in jurisdictions in Canada where the private distribution of
recreational cannabis is legalized. Inner Spirit has currently executed over 95 franchise agreements in Canada for proposed retail
locations (each an "Spiritleaf Retail Dispensaries").
Under the terms of the Investment Agreement, the Company will acquire 15,000,000 common shares of Inner Spirit
(the "Inner Spirit Shares"), representing approximately a 18.5% of the outstanding Inner Spirit Shares. In
exchange for the Inner Spirit Shares, the Company will provide Inner Spirit with: (i) a cash payment of $350,000, (ii) 674,418
common shares of the Company, each with an issue price of $2.15 per common share, and (iii) 1,250,000 common share purchase
warrants of the Company (the "Warrants"), exercisable at $2.53 per common share for a period of 24 months from the
closing of the Transaction. The Warrants are subject to certain vesting conditions related to Spirit Leaf achieving certain
operational milestones.
Under the terms of the Strategic Alliance Agreement, the Company and Inner Spirit have agreed to enter into a
supply agreement (the "Supply Agreement") granting the Company with the exclusive right to supply up to 50% of
Inner Spirit’s annual inventory requirements for any cannabis, cannabis-infused or cannabis-derived products (collectively,
"Cannabis Products") to be sold at Spiritleaf Retail Dispensaries. In addition to such exclusive supply right, the
parties have agreed that the Supply Agreement will contain a mutually agreeable profit-sharing arrangement relating to sales of
Cannabis Products. The parties have agreed to use their best efforts to enter into the Supply Agreement within 60 days following
the closing of the Transaction.
“We are excited to form this alliance with Wheaton Income as strategic partners,” said Darren Bondar, President
and CEO of Inner Spirit. “Their wealth of knowledge in the cannabis industry is a great asset for our company and our franchise
partners. Upon legalization of recreational cannabis, we look forward to offering Wheaton and their streaming partners’
brands in Spiritleaf dispensaries and having a diverse and unique offering that customers will not be able to find anywhere
else.”
Hugo Alves, President of Cannabis Wheaton stated, “Securing access to high-value distribution channels will
bring tremendous benefit to Wheaton and all of our streaming partners. The strategic alliance with Inner Spirit allows us to
partner with a strong management team with a successful track record of running multi-franchise retail operations which will give
our streaming partners access to a strong distribution platform through which to showcase their products and brands. Darren
and his team have designed an incredible concept for the dispensaries to create a high-end retail experience that we're excited to
be a part of.”
Closing of the Transaction is expected to occur on or prior to January 12, 2018, subject to the receipt of all
required approvals, including the approval of 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 investing in Cannabis Wheaton, please visit: http://www.wheatonincome.com
or contact our investor relations team at: 800.980.1314 or IR@wheatonincome.com. Follow up on Twitter @WheatonIncome.
Media Contact:
Sarah Bain, VP External Affairs
Email: sarah@cannabiswheaton.com
Phone: 613.230.5869
About Inner Spirit
Inner Spirit is a specialty retailer and franchise company that is applying its successful model to the
recreational cannabis market. The first and only Canadian cannabis company to be granted Canadian Franchise Association Membership
to date, Inner Spirit intends to establish a chain of recreational cannabis dispensaries under its Spiritleaf brand, with the
vision of becoming the leading private recreational cannabis retail chain in Canada. Spiritleaf aims to be the most
knowledgeable and trusted source of recreational cannabis, offering a premium consumer experience with high-quality product
brands.
For further information: Investor Enquiries: Darren Bondar, Chief Executive Officer, (403) 930-9303,
darren.bondar@spiritleaf.ca; Franchise Enquiries: Courtney Richer, Franchise Relations, (403) 930-9300,
franchise@spiritleaf.ca
Notice Regarding Forward Looking Statements:
This news release contains certain "forward-looking information" within the meaning of applicable Canadian
securities law. Forward-looking information is frequently characterized by words such as "plan", "continue", "expect", "project",
"intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or information that
certain events or conditions "may" or "will" occur. This information is only a prediction. Various assumptions were used in drawing
the conclusions or making the projections contained in the forward-looking information throughout this news release.
Forward-looking information includes, but is not limited to: the ability to consummate the Transaction, including the ability to
obtain all necessary approvals to the completion of the Transaction, the Company’s ability to generate revenue through the
Transaction, regulatory or political change, competition and other risks affecting the Company in particular and the cannabis
industry generally. Forward-looking information is based on the opinions and estimates of management at the date the information is
made, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ
materially from those projected in the forward-looking information. Neither the Company nor Inner Spirit is under any obligation,
and expressly disclaims any intention or obligation, to update or revise any forward-looking information, whether as a result of
new information, future events or otherwise, except as expressly required by applicable law.
Neither 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.
