Cannabis Wheaton to provide Beleave (BE:CNX)(BLEVF) with $10M financing

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Cannabis Wheaton Income Corp. and Beleave Inc. (BE:CNX) (BLEVF), along with Beleave's wholly owned operating subsidiary Beleave Kannabis Corp., have entered a definitive agreement whereby Cannabis Wheaton will provide Beleave with up to $10-million in non-dilutive debt financing by way of an instrument evidencing a debt obligation repayable in product equivalents (the DOPE note). The proceeds of the D.O.P.E. Note will be used by Beleave to fund the construction of an expansion facility which will be situated adjacent to Beleave's current facility outside of Hamilton, Ontario.

Chuck Rifici, Chief Executive Officer of Cannabis Wheaton commented, "We are excited to announce this innovative financing instrument that will help our streaming partner Beleave achieve the non-dilutive capital they seek to further its objectives. The Cannabis Wheaton team is constantly looking for creative solutions to provide additional value to our streaming partners and we view the D.O.P.E. Note as another tool for the company to utilize in furtherance of that goal. It was a pleasure working with the incredible group of industry professionals who form the Beleave team to develop this industry-first D.O.P.E. Note. We view this transaction as the first milestone towards a long working relationship as we move forward to the larger, previously announced streaming transaction with Beleave to finance the build-out of a third proposed production facility and add further scale to the Beleave platform. We fundamentally believe this transaction is accretive to both our shareholders as well as Beleave's shareholders and it will result in a true win-win."

"Everyone at Beleave is thrilled to embark on this new partnership, and we expect it will yield outstanding results for all sides. It was a truly enjoyable experience working with an incredibly diligent and forward-thinking team at Cannabis Wheaton on this transaction," remarked Bojan Krasic, Chief Financial Officer of Beleave.

D.O.P.E. NOTE TERMS

Under the terms of the D.O.P.E. Note, Cannabis Wheaton will advance a minimum of $5,000,000 and up to a maximum of $10,000,000 to Beleave for a period of 24 months from the closing date (the "Maturity Date"), provided that, if at any time during the term of the D.O.P.E. Note more than $5,000,000 is advanced to Beleave, the Maturity Date will be automatically extended for an additional 6 months.

Beleave will repay the D.O.P.E. Note by paying CW a portion of all gross proceeds received from the retail or wholesale sale of grams of dried, finished, saleable cannabis ("Grams") produced at any of its cultivation facilities. As a result, based on a $5,000,000 principal amount, CW would receive the proceeds from the sale of 1,275,125 Grams. Until the D.O.P.E. Note is repaid in full, the proceeds from 85% of all Grams sold by Beleave will be delivered to CW as payment against the outstanding principal of the D.O.P.E. Note.

If the D.O.P.E. Note is not repaid in full prior to the Maturity Date, any principal amount outstanding at such time will be automatically increased by 10% and the Maturity Date will be extended by 6 months.

Subject to receipt of applicable exchange approvals, including the approval of the TSX Venture Exchange, the parties expect to complete the initial $5 million advance by mid-October, 2017.

About Cannabis Wheaton Income Corp. (TSX VENTURE: CBW)

Backed by a team of industry experts, Cannabis Wheaton is the first cannabis streaming company in the world. Our streams will include production from across Canada coming from our partners comprised of licensed producers of cannabis (LP) and LP applicants. Cannabis Wheaton's mandate is to facilitate real growth for our streaming partners by providing them with financial support and sharing our collective industry experience.

About Beleave Inc. (CSE: BE)

Beleave Inc. is a biotech company and Beleave's wholly-owned subsidiary Beleave Kannabis Corp. (formerly First Access Medical Inc.) is a licensed producer pursuant to the ACMPR. Beleave's purpose-built facility is located near Hamilton, Ontario.

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Companies

Symbol Name Price Change % Volume
BE:CNX Beleave Inc 1.46 0.11 8.15 348,748
BLEVF Beleave Inc 1.14 0.09 8.74 114,774

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