MedReleaf Corp. Announces Closing of Previously Announced Offering

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

MARKHAM, ON, Jan. 31, 2018 /CNW/ - MedReleaf Corp. (TSX:LEAF) ("MedReleaf" or the "Company") is pleased to announce that it has closed its previously announced offering (the "Offering"), on a "bought deal" basis, pursuant to a short form prospectus, of an aggregate of 5,000,000 units of the Company ("Units") at a price of $26.50 per Unit (the "Offering Price") for aggregate gross proceeds to the Company of $132,500,000.

Each Unit consisted of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each full Common Share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $34.50 (subject to adjustment in certain circumstances) until January 31^st, 2020. In addition, in the event that the volume weighted average trading price of the Common Shares for ten consecutive trading days exceeds $51.75, the Company has the right, on written notice to the holders of Warrants, to accelerate the expiry date of the Warrants to the date that is 15 trading days' following the date of such notice.

The Offering was led by a syndicate of underwriters consisting of Canaccord Genuity Corp. as co-lead underwriter and sole bookrunner, GMP Securities L.P as co-lead underwriter, and also including Clarus Securities Inc., Cormark Securities Inc., Beacon Securities Limited, Echelon Wealth Partners, Eight Capital and PI Financial Corp. (collectively, the "Underwriters").

In connection with the Offering, the Company granted the Underwriters an over-allotment option (the "Over-Allotment Option") exercisable in whole or in part, at the sole discretion of the Underwriters on or before March 2, 2018, to purchase up to an additional 750,000 Units at the Offering Price, or up to 750,000 additional Unit Shares (the "Additional Unit Shares") at a price of $26.05 per Additional Unit Share, or up to 375,000 additional Warrants (the "Additional Warrants") at a price of $0.90 per Additional Warrant, or any combination of the foregoing, so long as the aggregate number of Additional Unit Shares and Additional Warrants issued under the Over-Allotment Option does not exceed 750,000 Additional Unit Shares and 375,000 Additional Warrants.

If the Over-Allotment Option is exercised in full, an additional $19,875,000 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering to the Company will be $152,375,000.

The Company intends to use the net proceeds from the Offering to finance the acquisition and/or construction of additional cannabis production and manufacturing facilities in Canada as well as in other jurisdictions with federal legal cannabis markets, where warranted by the opportunities available to MedReleaf, and the expansion of the Company's marketing and sales initiatives. If the Over-Allotment Option is exercised, the Company intends to use the additional net proceeds therefrom for working capital and general corporate purposes.

The securities described herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About MedReleaf Corp.

MedReleaf sets The Medical Grade Standard™ for cannabis in Canada and around the world. The first and only ICH-GMP and ISO 9001 certified cannabis producer in North America, MedReleaf is a R&D-driven company dedicated to patient care, scientific innovation, research and advancing the understanding of the therapeutic benefits of cannabis. Sourced from around the world and carefully cultivated in one of two state of the art facilities in Ontario, MedReleaf delivers a variety of premium products to patients seeking safe, consistent and effective medical cannabis.

For more information on MedReleaf, its products, research and how the company is helping patients #livefree, please visit MedReleaf.com or follow @medreleaf.

Forward Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation which are statements other than statements of historical fact and which can be identified by the use of forward-looking terminology such as "expect", "likely", "may", "will", "should", "intend", "anticipate", "potential", "proposed", "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may", "would", "could" or "will" happen, or by discussions of strategy.

Forward-looking information used in this press release includes statements relating to the proposed use of proceeds of the Offering, and the potential exercise of the Over-Allotment Option and the Company's expected use of proceeds therefrom. The forward-looking information in this news release is based upon the expectations, estimates, projections, assumptions and views of future events which management believes to be reasonable in the circumstances, including those relating to: general economic conditions, the expected timing and cost of completing the Offering and the Over-Allotment Option, and the Company's intentions with respect to the use of proceeds from the Offering and the Over-Allotment Option.

Statements containing forward-looking information should not be read as guarantees of future events, performance or results, and will not necessarily be accurate indications as to whether, or the times at which, such events, performance or results will occur or be achieved. The forward-looking information contained in this news release is subject to known and unknown risks and uncertainties, including risks and uncertainties which could cause actual events or results to differ materially from those described in any forward-looking information, including risks that the Offering may not be completed as anticipated or at all, and those risks and uncertainties and other cautionary statements contained in the Company's (final) short form prospectus in respect of the Offering and the documents incorporated by reference therein, which are available electronically at www.sedar.com. Any forward-looking information contained herein speaks only as of the date on which it is given and, except as required by law, MedReleaf does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

SOURCE MedReleaf Corp.

Dennis Fong, Investor Relations, [email protected], 416-283-9930