MedReleaf to Sell Shares at $16.50, Raising $60 Million

MedReleaf Corp. Announces $100.5 Million Bought Deal Financing

MARKHAM, ONTARIO–(Marketwired – Nov. 14, 2017) –

MedReleaf Corp. (TSX:LEAF) (“MedReleaf” or the “Company”) announced today that it has entered into an agreement with GMP Securities L.P., on its own behalf and on behalf of a syndicate of underwriters (the “Underwriters”), pursuant to which the Underwriters will purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 6,072,600 common shares (the “Common Shares”) of the Company at a price of $16.55 per Common Share (the “Offering Price”) from the Company and Zola Finance Inc., Rayray Investments Inc., Baronford Capital Corporation, AJA Holdings 2013 Inc. and MENA Investment Network Inc. as selling shareholders (collectively, the “Selling Shareholders”) for aggregate gross proceeds of $100.5 million, with MedReleaf and the Selling Shareholders receiving gross proceeds of $60.0 million and $40.5 million, respectively (the “Offering”).

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 543,821 Common Shares at the Offering Price, exercisable in whole or in part, at any time and from time to time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, an additional $9 million in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be $109.5 million (with MedReleaf and the Selling Shareholders receiving gross proceeds of $69.0 million and $40.5 million, respectively).

The Common Shares will be offered by way of a short form prospectus to be filed in all provinces of Canada (except Quebec). 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. The Company will not receive any of the net proceeds from the Common Shares being offered by the Selling Shareholders and all such net proceeds will go to the Selling Shareholders. The Offering is expected to close on or about December 4, 2017 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.

In connection with the Offering, the Selling Shareholders have agreed to extend the release of the initial one-half of the common shares of the Company held by such Selling Shareholders that are subject to lock-up agreements until February 5, 2018.

The securities being offered 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.

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