Charlotte’s Web Prices 5 Million Units at $13.25

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Charlotte’s Web Announces C$66,250,000 Underwritten Public Offering

BOULDER, CO, Nov. 25, 2019 /CNW/ – Charlotte’s Web Holdings, Inc. (“Charlotte’s Web”, or the “Company”) (TSX:CWEB, OTCQX:CWBHF), the market leader in hemp CBD extract products, announces today that it has entered into an agreement with Canaccord Genuity Corp. (the “Lead Underwriter”), pursuant to which the Lead Underwriter, together with a syndicate of underwriters (collectively, the “Underwriters”) have agreed to purchase, on an underwritten basis, 5,000,000 units of the Company (the “Units”), at a price of C$13.25 per Unit (the “Offering Price”), for aggregate gross proceeds to the Company of C$66,250,000 (the “Offering”).

Each Unit will be comprised of one common share of the Company (a “Common Share”) and one half of one common share purchase warrant (each full warrant, a “Warrant”). Each Warrant will be exercisable to acquire one common share (a “Warrant Share”) for a period of 2 years following the closing date of the Offering at an exercise price of C$16.50 per Warrant Share, subject to adjustment in certain events.

Charlotte’s Web has also granted the Underwriters an option (the “Over-Allotment Option”) to purchase up to 750,000 additional Units of the Company on the same terms as the Offering. If the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering will be C$76,187,500.

Net proceeds from the Offering will be used primarily to fund the Company’s business development and for general working capital purposes.

The Units will be offered in each of the provinces of Canada, other than Québec, pursuant to the Company’s base shelf prospectus dated April 8, 2019 (the “Base Prospectus”) and may also be offered by way of private placement in the United States to “qualified institutional buyers”. The terms of the Offering will be described in a prospectus supplement (the “Supplement”) to be filed with the securities regulators in each of the provinces of Canada, except Québec.

Copies of the Supplement, following filing thereof, and accompanying Base Prospectus may be obtained on SEDAR at www.sedar.com and from Canaccord Genuity Corp., 161 Bay Street, Suite 3000, Toronto, ON M5J 2S1. The Base Prospectus contains, and the Supplement will contain, important detailed information about the Company and the Offering. Prospective investors should read the Supplement and accompanying Base Prospectus and the other documents the Company has filed on SEDAR at www.sedar.com before making an investment decision.

Closing of the Offering is expected to occur on or about December 3, 2019 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The common shares have not been and nor will they be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. Accordingly, the common shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Charlotte’s Web in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Charlotte’s Web Holdings, Inc.

Charlotte’s Web Holdings, Inc. is the market leader in the production and distribution of innovative hemp-derived cannabidiol (“CBD”) wellness products. Founded by the Stanley Brothers, the Company’s premium quality products start with proprietary hemp genetics that are responsibly manufactured into hemp-derived CBD extracts naturally containing a full spectrum of phytocannabinoids, including CBD, terpenes, flavonoids and other beneficial hemp compounds. Industrial hemp products are non-intoxicating. Charlotte’s Web product categories include CBD oil tinctures (liquid products), CBD capsules, CBD topicals, as well as CBD pet products. Charlotte’s Web hemp-derived CBD extracts are sold through select distributors, brick and mortar retailers, and online through the Company’s website at www.CharlottesWeb.com. The rate the Company pays for agricultural products reflects a fair and sustainable rate driving higher quality yield, encouraging good farming practices, and supporting U.S. farming communities.

Charlotte’s Web is a socially conscious company and is committed to using business as a force for good and a catalyst for innovation. The Company weighs sound business decisions with consideration for how its efforts affect its employees, customers, the environment, and the communities where its employees live and where it does business, while maximizing profits and strengthening its brands. The Company’s management believes that socially oriented actions have a positive impact on the Company, its employees and its shareholders. Charlotte’s Web donates a portion of its pre-tax earnings to charitable organizations.

Shares of Charlotte’s Web trade on the Toronto Stock Exchange (TSX) under the symbol “CWEB” and are quoted in U.S. Dollars in the United States on the OTCQX under the symbol “CWBHF”. As of November 22, 2019, Charlotte’s Web had 58,572,809 Common Shares outstanding and 100,520.8075 Proportional Voting Shares convertible at 400:1 into Common Shares, for an effective equivalent of 98,781,132 Common Shares outstanding.

Original Press Release

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