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Exchange Bulletin

HempFusion Wellness Inc. (CBD.U, CBD.WT.V, CBD) To Trade On Toronto Stock Exchange


January 4, 2021

Issuer: HempFusion Wellness Inc. (the "Company")

SecuritySymbolIssued and Outstanding SecuritiesReserved Securities
Common Shares ("Shares") CBD.U 117,281,352 45,499,188
Common Share Purchase Warrants ("IPO Warrants") CBD.WT.V 5,000,000 1,152,500
Common Share Purchase Warrants ("2019 Warrants") CBD.WT.U 24,163,553 0
Listing category: Technology, Non-Exempt Issuer
Trading currency: US$
Transaction: Initial public offering of Shares and Units (the "Offering")
Listing date: January 5, 2021 (as at 5:01 p.m.) in anticipation of closing of the Offering
Anticipated closing date: January 6, 2021 (prior to the opening)
Posted for trading date: January 6, 2021 (at the opening) subject to confirmation of closing of the Offering
Other market(s): None
Temporary market maker: Independent Trading Group (ITG) Inc.
Security ownership registration: Shares, IPO Warrants and 2019 Warrants – certificated issue
Investor relations: Spencer Maclean
(416) 803-5638
Email: smaclean@hempfusion.com 
Incorporation: Business Corporations Act (British Columbia)
Fiscal year end: December 31
Nature of business: The Company is a health and wellness supplement company based in the United States, which manufactures, markets and sells hemp-based CBD and probiotic products
Transfer agent and registrar: Odyssey Trust Company ("Odyssey") at its principal offices in Calgary and Vancouver for the Shares, IPO Warrants and 2019 Warrants
Dividends: None anticipated in the foreseeable future
Sponsorship: Waived
Disclosure document: Prospectus dated December 17, 2020 which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure document.
Initial Public Offering: Pursuant to the Offering, up to 7,000,000 Shares at a price of US$1.00 per Share for gross proceeds of up to US$7,000,000 and up to 10,000,000 Units at a price of US$1.00 per Unit for gross proceeds of up to US$10,000,000 will be sold. Each Unit will consist of one Share and one-half of one IPO Warrant, with one IPO Warrant being exercisable into one additional Share at an exercise price of US$1.20 per Share for a period of five years following the closing of the Offering. In addition, the agents have been granted an over-allotment option to purchase up to an additional 1,050,000 Shares from treasury at US$1.00 per Share and up to an additional 1,500,000 Units from treasury at US$1.00 per Unit. The 2019 Warrants were previously issued and governed by a warrant indenture as set out below. The Unit Shares will be subject to a contractual hold period and may not be traded until the date that is 4 months after the closing of the Offering.
Additional Information: The Shares, IPO Warrants and 2019 Warrants will be quoted and traded on the Toronto Stock Exchange ("TSX") in US funds and trading information regarding the Shares, IPO Warrants and 2019 Warrants will appear under the heading "Trading in US Funds" in the TSX Monthly Review.

Principal Terms of the IPO Warrants

Exercise price: US$1.20 per Share
Expiry: 4:00 p.m. (Pacific time) on January 6, 2026
Additional information: The IPO Warrants will be governed by a warrant indenture to be dated on or about January 6, 2021 between the Company and Odyssey. The underlying Shares issuable upon exercise of the IPO Warrants will be subject to a contractual hold period and may not be traded until the date that is 18 months after the closing date.

Principal Terms of the 2019 Warrants

Exercise price: US$0.85 per Share
Expiry: 4:00 p.m. (Eastern time) on February 28, 2023
Additional information: The 2019 Warrants are currently governed by a warrant indenture dated July 26, 2019, as amended by a first supplemental warrant indenture dated November 26, 2019 and a second supplemental warrant indenture dated January 1, 2020 between the Company and Odyssey. The Company will be entering into an amended and restated warrant indenture with Odyssey to be dated on or about January 6, 2021, which will govern the 2019 Warrants. The underlying Shares issuable upon exercise of the 2019 Warrants will be subject to a contractual hold period and may not be traded until the date that is 18 months after the closing of the Offering.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange