/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. 9, 2018 /CNW/ - MedReleaf Corp. (TSX:LEAF) ("MedReleaf" or the "Company") announced today that it has entered into an agreement with Canaccord Genuity Corp. and GMP Securities L.P. (together the "Co-Lead Underwriters" and, collectively with the syndicate, 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 3,800,000 units (the "Units") of the Company at a price of $26.50 per Unit (the "Offering Price") for aggregate gross proceeds of $100.7 million (the "Offering").

Each Unit will consist of one common share (a "Common Share") and one-half of one common share purchase warrant (each full common share purchase warrant, a "Warrant") of the Company. Each Warrant will be exercisable to acquire one common share of the Company for a period of two years following the closing date of the Offering at an exercise price of $34.50 per common share, subject to adjustment in certain events. In the event that the volume weighted average trading price of the Common Shares for ten (10) consecutive trading days exceeds $51.75, the Company shall have the right to accelerate the expiry date of the Warrants upon not less than fifteen (15) trading days' notice.

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 570,000 Units 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 $15,105,000 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be $115,805,000.

The Units 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 Offering is expected to close on or about January 31, 2018 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.

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.

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 timing for the completion of the Offering and the 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 Company's intentions with respect to the use of proceeds from the Offering.

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 annual information form dated June 27, 2017, which is 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.

For further information: Dennis Fong, Investor Relations, [email protected], 416-283-9930

Related Links

www.medreleaf.com

