Cannabis Wheaton Income Corp. (TSX.V:CBW) today announces that it has entered into an agreement with a syndicate of underwriters, led by BMO Capital Markets, pursuant to which the underwriters have agreed to buy on a bought deal basis, 71,500,000 units of the Company ("Units") at a price of C$1.40 per Unit (the "Offering"), representing aggregate gross proceeds to Cannabis Wheaton of approximately C$100 million.

Each Unit entitles the holder to acquire, for no additional consideration, one common share (“Common Share”) of Cannabis Wheaton and one-half of one common share purchase warrant (each whole common share purchase warrant a “Warrant”) of Cannabis Wheaton.

Each full Warrant will entitle the holder thereof to purchase one Common Share of the Company at a price of C$1.85 per Common Share, for a period of 24 months following the Closing Date.

In addition, Cannabis Wheaton has agreed to grant to the underwriters an option to purchase up to an additional 15% of the Units at a price of C$1.40 per Unit, on the same terms and conditions as the Offering, exercisable at any time, in whole or in part, until the date that is 30 days following the closing of the Offering. If the option is exercised in its entirety, the aggregate gross proceeds of the Offering to Cannabis Wheaton will be approximately C$115 million.

The Company plans to use the net proceeds from the Offering for capital expenditures relating to domestic and international operations and capacity expansion, for potential new investment opportunities and for general working capital purposes.

The Units will be offered pursuant to the Company’s base shelf prospectus dated February 28, 2018. The terms of the Offering will be described in a prospectus supplement to be filed with securities regulators in each of the provinces of Canada, except Quebec.

The Offering is anticipated to close on or about May 31, 2018 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.