Canadian CANNAINVESTOR Magazine November 2017 - Page 50

Contact Information

Manager, Corporate Development

Sebastian de Kloet

905-979-5173

sebastian@beleave.com

50

CSE: BE

OTCQX: BLEVF

CANNABIS WHEATON AND BELEAVE SIGN DEFINITIVE AGREEMENT FOR UP TO $10,000,000 IN DEBT FINANCING

Vancouver, British Columbia, October 5, 2017 – Cannabis Wheaton Income Corp. (TSX.V - CBW) ("Cannabis Wheaton" or "CW") and Beleave Inc. (CSE – BE) (OTCQX – BLEVF) ("Beleave" or the "Company") are pleased to announce that they, 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 $10,000,000 in non-dilutive debt financing by way of an instrument evidencing a debt obligation repayable in product equivalents (the "D.O.P.E. 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 our shareholders. It was a truly enjoyable experience working with the thoughtful, innovative 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.

ON BEHALF OF THE BOARD

"Chuck Rifici"

Chairman & CEO

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.

Stay Connected

For more information about Cannabis Wheaton and our management team, please visit: http://www.cannabiswheaton.com, or follow us on Twitter @CannabisWheaton. Call: 1-604 687 7130 Email: Mario@skanderbegcapital.com http://www.skanderbegcapital.com.

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.

For further information please contact:

Sebastian de Kloet Phone: (905) 979 - 5173 Email: sebastian@beleave.com beleave.com.

Forward-Looking Information

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 D.O.P.E. Note being paid back in full or at all, the ability to enforce against the D.O.P.E. Note in the event of default, the ability to generate revenue through the streaming agreements, the ability to consummate transactions which are currently in discussions, requirements to obtain additional financing, timeliness of government approvals for granting of permits and licences, including licences to cultivate cannabis, completion of the facilities, where applicable, actual operating performance of the facilities, regulatory or political change, competition and other risks affecting the CW or Beleave in particular and the medical cannabis industry generally. Although it is expected that initial funding will occur by mid-October 2017, no assurances are given in this regard. There is also no assurance that any further advances under the D.O.P.E. Note will be made, nor that the parties will proceed to funding under the interim streaming agreement. 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 CW nor Beleave is under any obligation, and each 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.

PRESS RELEASE