Wikileaf Announces Debt Settlement and Private Placement
WIKILEAF ANNOUNCES DEBT SETTLEMENT AND PRIVATE PLACEMENT
December 11, 2020 – Seattle, Washington: Wikileaf Technologies Inc. (“WIKI” or the “Company”)
(WIKI:CSE) is pleased to announce that it has entered into a settlement agreement (“Debt Agreement”)
with Nesta Holding Co Ltd. (“Nesta”), a non -arm’s length party and control person of the Company to
convert al l of the existing indebtedness due to Nesta from the Company. In exchange for settling
$2,901,631 in debt Nesta will receive 5,800,000 common shares (“Common Shares”) of the Company.
As part of the Debt Agreement Nesta will receive 5,800,000 Common Shares in the capital of the Company
at a deemed price of $0.05 per Common Share to settle $290,000 of the debt and forgive repayment of
the remaining liability of approximately $2,611,631 of outstanding debt.
WIKI would also like to announce that it intends t o complete a non-brokered private placement offering
of Common Shares at a price of $0.05 per common share for gross proceeds of up to $2,000,000 (the
“Private Placement”).
“The Debt Agreement and intended Private Placement significantly strengthens the balance sheet of the
Company to be able to execute a business plan to monetize our online platform. Content that is
entertaining and informative are top of mind as we transition our online platform and overall business
model. Management has already begun this process and I am excited to share more details as they evolve
into 2021. On behalf of the Board, I would like to thank Nesta for their continued support for the
Company,” said Connor Cruise, Chair and Interim CEO of the Company.
A finder’s fee of up to 6% of the gross proceeds of the Private Placement may be paid on all or any portion
of the funds raised pursuant to this Private Placement. The net proceeds from the Private Placement will
be used to finance the Company’s continuing capital program and for working capital.
The closing of the Private Placement is expected to occur on or about January 15, 2021 and is subject to
regulatory approval. For further details on the Private Placement, please contact the Company. All
securities issued in connection with the Private Placement and Debt Agreement will be subject to a hold
period of four months from the date of closing.
The Debt Agreement is considered to be a “related party transaction” as defined under has Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61 -101”). The
Company intends to rely on the exemptions from the valuation and the minority approval requirements
of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) of MI 61 -101, respectively, as the fair market
value of the subject of, and the consideration paid in the Debt Agreement, in each case, in relation to the
interested parties, will not represent more than 25% of the Company’s market capitalization, as
determined accordance with MI 61-101. All of the independent directors of the Company, acting in good
faith, considered the transactions and have determined that the fair market value of the securities being
issued to insiders and the consideration being paid is reasonable. The Company anticipates that the
material change report will be filed less than 21 days before the closing date of the Debt Agreement, but
believes that this shorter period is reasonable and necessary in the circumstances as the Company wishes
to improve its financial position by reducing its accrued liabilities as soon as possible.
About Wikileaf Technologies Inc.:
Wikileaf (www.wikileaf.com) is an online platform for cannabis enthusiasts and consumers to discover and
interact with local dispensaries and cannabis brands.
For more information please contact:
Website: https://www.wikileaf.com/
Investor Inquiries:
206.802.1363
Forward Looking Statements:
This news release contains forward -looking statements and forward -looking information within the
meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”,
“estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and
similar expressions are intended to identify forward-looking information or statements. In particular, this
news release contains forward-looking information relating to the Private Placement and the use of the
proceeds therefrom and the Debt Agreement. The forward-looking statements and information are based
on certain key expectations and assumptions made by the Company, including expectations and
assumptions concerning the completion of the Debt Agreement, the Private Placement the use of net
proceeds of the Private Placement. Although the C ompany believes that the expectations and
assumptions on which such forward-looking statements and information are based are reasonable, undue
reliance should not be placed on the forward-looking statements and information because the Company
can give no assurance that they will prove to be correct.
Since forward-looking statements and information address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. Such factors may include the failure to
successfully market the Common Shares and failure to satisfy certain conditions in connection with the
issuance of the Common Shares. Other factors which could materially affect such forward -looking
information are described in the risk factors in the Company’s most recent annual management’s
discussion and analysis that is available on the Company’s profile on SEDAR at www.sedar.com. Readers
are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included
in this news release are expressly qualified by this cautionary statement. The forward-looking statements
and information contained in this news release are made as of the date hereof and the Company
undertakes no obligation to update publicly or revise any forward -looking statements or information,
whether as a result of new information, future events or otherwise, unless so required by applicable
securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in
the United States nor shall there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may
not be offered or sold in the United States unless registered under the 19 33 Act and any applicable
securities laws of any state of the United States or an applicable exemption from the registration
requirements is available.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined
in policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of
this release.