Westleaf and We Grow Announce Filing of Information Circular, Estimated Closing Date, Consent from Debentureholders and Amendment to the Arrangement Agreement

Westleaf Inc. (the “Company” or “Westleaf“) (TSX-V:WL) (OTCQB:WSLFF) announces that it has filed a Joint Information Circular with respect to its proposed December 18, 2019 Westleaf Shareholder Meeting in connection with its previously announced Arrangement with We Grow BC Ltd. (“We Grow“) and certain securityholders thereof and has obtained approval of the Arrangement from holders of more than 66^2/3% of the principal amount of Westleaf Debentures. Westleaf also announces that Westleaf and We Grow have agreed to amend certain terms of the previously announced Arrangement Agreement between Westleaf and We Grow. It is anticipated that the Arrangement will close on or about December 20, 2019. A Transaction Presentation is now available on Westleaf’s website.

Amending Agreement

Westleaf announces that Westleaf and We Grow have executed an agreement (the “Amending Agreement“) to amend the terms of the previously announced definitive agreement (the “Arrangement Agreement“) between Westleaf and We Grow, whereunder the previously announced plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) between Westleaf, We Grow and certain securityholders of WGBC (the “Arrangement“) will be affected.

Under the terms of the Amending Agreement, conditions with respect to the private placement financing of subscription receipts of We Grow to be completed prior to or concurrently with closing of the Arrangement (the “We Grow Financing“) have been amended to remove any required minimum raise under the We Grow Financing.

Debentureholder Consent

Westleaf has also received consent, in writing, from holders of more than 66^2/3% of the principal amount of previously issued and outstanding debentures of Westleaf (the “Westleaf Debentures“) to the Arrangement, which consent was a condition under the Arrangement Agreement.

Transaction Presentation

In addition, the Company has made available a presentation containing information about Westleaf and We Grow dated November 7, 2019 (the “Transaction Presentation“), for use by shareholders, investors, industry analysts and others.

https://www.westleaf.com/financials-presentations/

Joint Information Circular and Closing of the Arrangement

Westleaf is also pleased to announce the filing on Westleaf’s SEDAR profile of the joint management information circular and proxy statement (the “Joint Information Circular“) of Westleaf and We Grow in respect of the annual general and special meeting (the “Westleaf Shareholder Meeting“) of the holders of common shares in the capital Westleaf to be held on December 18, 2019 and the corresponding Arrangement.

It is anticipated that the Arrangement will close on or about December 20, 2019. As previously announced, the closing of the Arrangement is subject to, among other things, requisite Westleaf and We Grow securityholder approvals.

For further particulars regarding the Arrangement and the Westleaf Shareholder Meeting, please refer to the Joint Information Circular, the Arrangement Agreement and Westleaf’s press release dated November 7, 2019, each of which is available under Westleaf’s SEDAR profile at www.sedar.com. A complete copy of the Amending Agreement will also be available under Westleaf’s SEDAR profile at www.sedar.com.

SOURCE Westleaf Inc.