WeedMD Inc. (TSX-V:WMD) (OTCQX:WDDMF) (FSE:4WE) (“WeedMD” or the “Company”), a federally licensed producer and distributor of medical-grade cannabis, is pleased to announce that the TSX Venture Exchange (the “TSXV”) has accepted for listing 19,046,875 common share purchase warrants of the Company (the “Warrants”) issued in connection with the Company’s previously announced bought deal short-form prospectus offering of units. The TSXV has advised that these Warrants will be listed for trading on the TSXV under the symbol “WMD.WT” effective at market open on March 30, 2021.

Each Warrant entitles the holder thereof to purchase one common share of the Company (a “Common Share”) at an exercise price of $0.60 per Common Share until March 12, 2023. If after March 12, 2022 the daily volume weighted average trading price of the Common Shares on the TSXV is equal to or greater than $0.96 per Common Share for the preceding 10 consecutive trading days, the Company shall have the right to accelerate the expiry date of the Warrants to a date that is 30 trading days following the date of the Company issues a press release disclosing such acceleration.

The Warrants are governed by a warrant indenture between the Company and TSX Trust Company dated March 12, 2021, a copy of which is available under the Company’s profile at www.sedar.com.

Digital Marketing & Awareness Service Agreement

WeedMD also announced today that it has engaged Agora Internet Relations Corp. ("AGORA"), a digital media marketing company that provides online outreach services (such as advertising, marketing and branding) to small and mid-cap public companies, effective as of March 18, 2021 (the “Service Agreement”) for an initial term of one year. The Company expects to receive significant exposure through millions of content brand insertions and extensive search engine marketing on the AGORACOM network over the period. Pursuant to the Service Agreement, WeedMD intends to issue shares to AGORA in exchange for the online services. The Company will pay a total fee of C$100,000 + HST by way of common shares (“Shares for Services”) of the Company, in incremental payments as follows:

  • $20,000 + HST Shares for Services due upon commencement effective March 18, 2021 for initial set up of HUB, marketing materials and search engine programs;
  • $20,000 + HST Shares for Services at end of third month June 18, 2021;
  • $20,000 + HST Shares for Services at end of sixth month September 18, 2021;
  • $20,000 + HST Shares for Services at end of ninth month December 18, 2021; and
  • $20,000 + HST Shares for Services at end of term March 31, 2022.

Per TSX Venture Policy 4.3 (Section 6.1), the deemed price of the securities to be issued will be determined after the date the services are provided to WeedMD in each period and be based upon the undiscounted market price of the Company's common shares at the relevant time.

The agreement and issuance of shares is subject to the approval of the TSX Venture Exchange.

AGORACOM is the pioneer of online marketing, broadcasting, conferences and investor relations services to North American small and mid-cap public companies, with more than 300 companies served. AGORACOM is the home of more than 7.7 million investors that visited 55.2 million times and read over 600 million pages of information over the last 10 years. The average visit of 8min 43sec is more than double that of global financial sites, which can be attributed to the implementation and enforcement of the strongest moderation rules in the industry.

The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

This press release does not constitute an offer to sell or a solicitation of any offer to buy the securities in the United States, in any province or territory of Canada or in any other jurisdiction. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or sale would be unlawful.

About WeedMD Inc.

WeedMD Inc. is the publicly traded parent company of WeedMD RX Inc. and Starseed Medicinal Inc., licence holders producing and distributing cannabis products for both the medical and adult-use markets. The Company owns and operates a 158-acre state-of-the-art greenhouse, outdoor and processing facility located in Strathroy, ON as well as a fully-licensed 26,000 sq. ft. Aylmer, ON processing facility, specializing in cannabis extraction. With the addition of Starseed, a medical-centric operator, WeedMD has expanded its multi-channeled distribution strategy. Starseed’s industry-first, exclusive partnership with LiUNA, the largest construction union in Canada, along with employers and union groups complements WeedMD’s direct sales to medical patients. The Company maintains strategic relationships in the seniors’ market and supply agreements with Shoppers Drug Mart as well, as seven provincial distribution agencies where adult-use brands Color Cannabis and Saturday are sold.

Follow WeedMD and its brands on LinkedIn

Twitter: WeedMD, Color Cannabis, Saturday Cannabis & Starseed

Instagram: WeedMD, Color Cannabis, Saturday Cannabis & Starseed

For further information, please contact:

For Investor Enquiries:Valter PintoManaging Director KCSA Strategic Communications1-212-896-1254weedmd@kcsa.com

For Media Enquiries:Marianella delaBarreraVP, Communications & Corporate Affairs416-897-6644marianella@weedmd.com

To learn more, visit us at www.weedmd.com

Forward Looking Information This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation which are based upon WeedMD's current internal expectations, estimates, projections, assumptions and beliefs and views of future events. Forward-looking information 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" or "will" happen, or by discussions of strategy. Forward-looking information in this press release includes, but is not limited to, statements with respect to the anticipated timing of the listing of the Warrants.

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. Forward-looking information includes estimates, plans, expectations, opinions, forecasts, projections, targets, guidance or other statements that are not statements of fact. Forward-looking information in this news release include, but are not limited to, statements with respect to internal expectations, expectations with respect to actual production volumes, expectations for future growing capacity and the completion of any capital project or expansions. Forward-looking information necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; loss of markets; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the cannabis industry in Canada generally; the ability of WeedMD to implement its business strategies; the COVID-19 pandemic; competition; crop failure; and other risks.

Any forward-looking information speaks only as of the date on which it is made, and, except as required by law, WeedMD does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for WeedMD to predict all such factors. When considering this forward-looking information, readers should keep in mind the risk factors and other cautionary statements in WeedMD's disclosure documents filed with the applicable Canadian securities regulatory authorities on SEDAR at www.sedar.com. The risk factors and other factors noted in the disclosure documents could cause actual events or results to differ materially from those described in any forward-looking information.

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