BT DE INVESTMENTS INC. ACQUIRES STAKE IN CHARLOTTE'S WEB HOLDINGS, INC.

WILMINGTON, Del., Nov. 15, 2022 /CNW/ - BT DE Investments Inc. (the "Purchaser") announced today that it has acquired (the "Transaction") C$75,341,080 aggregate principal amount of a 5.00% senior unsecured convertible debenture due 2029 (the "Convertible Debenture"), which is convertible, in whole or in part, at any time and from time to time, into 37,670,540 common shares (the "Common Shares") of Charlotte's Web Holdings, Inc. (the "Issuer") at a price of C$2.00 per Common Share (the "Conversion Price"). The Convertible Debenture provides for the adjustment of the Conversion Price in certain customary events. The Purchaser is a wholly owned indirect subsidiary of British American Tobacco p.l.c.  

Immediately prior to the Transaction, the Purchaser did not have beneficial ownership of any securities of the Issuer. Immediately after the Transaction, and assuming the conversion of the Convertible Debenture in full, the Purchaser acquired beneficial ownership of 37,670,540 Common Shares, representing approximately 19.9% of the issued and outstanding Common Shares (calculated on a non-diluted basis).  

The Convertible Debenture will bear interest from at 5.00% per annum payable on the Maturity Date (as defined below) in additional Common Shares or, if mutually agreed between the Purchaser and the Issuer, in cash.  Any interest paid in Common Shares will be based upon the 5-day volume-weighted average price of the Common Shares as the trading day prior to the applicable date. The Convertible Debenture will mature on November 14, 2029 (the "Maturity Date").  The Purchaser may not convert the Convertible Debenture, in whole or in part, if and to the extent that, as a result of such conversion, the Purchaser would beneficially own or exercise control or direction over in excess of 19.9% of the number of Common Shares outstanding immediately after giving effect to such conversion. 

The Purchaser entered into the Transaction as part of an investment in the Issuer and intends to review its investment in the Issuer on a continuing basis. The Purchaser may, subject to the terms of the investor rights agreement entered into between the Purchaser and the Issuer dated November 14, 2022, depending upon a number of factors including market and other conditions, increase or decrease its beneficial ownership, control, direction or economic exposure over securities of the Issuer.

The Common Shares are listed on the Toronto Stock Exchange under the symbol "CWEB". The Issuer is a corporation existing under the laws of British Columbia with its head office at 700 Tech Court, Louisville, Colorado, 80027, USA.

An early warning report will be electronically filed with the applicable securities commission in each jurisdiction where the Issuer is reporting and will be available on SEDAR at www.sedar.com. For further information or to obtain a copy of the Early Warning Report, please contact:

Press Office
[phone] (24 hours)  | @BATplc 

Investor Relations
Victoria Buxton: [phone]
William Houston: [phone]
John Harney: [phone]

BT DE Investments Inc.
103 Foulk Road, Suite 111
Wilmington, Delaware 19803

SOURCE BT DE Investments Inc.