WeedMD Enters Into $15 Million Bought Deal Equity Financing

TORONTO, ONTARIO–(Marketwired – Dec. 14, 2017) –

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

WeedMD Inc. (TSX VENTURE:WMD) (“WeedMD” or the “Company“), a federally-licensed producer and distributor of medical cannabis, is pleased to announce that it has entered into a letter of engagement with Eight Capital, under which Eight Capital has agreed to purchase, as sole bookrunner and co-lead underwriter with Mackie Research Capital Corporation (“MRCC“) and along with a syndicate of underwriters including Haywood Securities Inc. (together with Eight Capital and MRCC, the “Underwriters“), 6,976,744 units of the Company (the “Units“), on a “bought deal” basis pursuant to a filing of a short form prospectus, subject to all required regulatory approvals, at a price per Unit of .15 (the “Issue Price“) for gross proceeds of ,000,000 (the “Offering“).

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% of the Units at the Issue Price, exercisable in whole or in part, at any 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 ,250,000 will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be ,250,000.

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 whole warrant a “Warrant“). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of .90, for a period of 24 months following the closing of the Offering. If, following the closing of the Offering, the volume weighted average price of the Common Shares on the TSX Venture Exchange is equal to or greater than .20 for any 20 consecutive trading days, the Company may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice.

As consideration for its services, the Underwriters will receive a cash commission equal to 6% of the gross proceeds of the Offering. The Company will also issue to the Underwriters compensation warrants in an amount equal to 3% of the number of Units issued pursuant to the Offering. Each compensation warrant will be exercisable into one Unit at the Issue Price, for a period of 24 months following the closing of the Offering.

The Company intends to use the net proceeds of the Offering for working capital, general corporate purposes and to position itself to expand production capacity within its recently announced existing 14-acre greenhouse footprint. For more about the expansion, read here.

The closing date of the Offering is scheduled to be on or about January 11, 2018 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

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. 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 absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

About WeedMD Inc.:

WeedMD Inc. is the publicly-traded parent company of WeedMD Rx Inc., a federally-licensed producer and distributor of medical cannabis pursuant to the Access to Cannabis for Medical Purposes Regulations (“ACMPR”). The Company operates a 26,000 sq. ft. indoor facility in Aylmer, ON, and is awaiting its second-site cultivation license for its greenhouse facility located in Strathroy, Ontario, representing 610,000 sq. ft. or 14 acres under glass. WeedMD has entered into supply agreements in addition to strategic relationships with established cannabis brands. The Company is focused on providing medical cannabis to the senior’s market including long-term care and assisted living markets in Canada through its proprietary implementation platform. It is dedicated to educating healthcare practitioners and furthering public understanding of the role that medical cannabis plays – including as it pertains to regulatory requirements, indications and potential side effects.

Follow WeedMD On:

Facebook: https://www.facebook.com/weedmd/

LinkedIn: https://www.linkedin.com/company-beta/5020743/

Twitter: https://twitter.com/WeedMD

Instagram: https://www.instagram.com/weedmd/

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the date of trading of the Company’s common shares on the Exchange and final regulatory approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

NEITHER THE 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