ARCHERWILL INVESTMENTS INC. ANNOUNCES CHANGES TO HOLDINGS IN MTL CANNABIS CORP.

TORONTO, Dec. 18, 2024 /CNW/ - A joint actor of Archerwill Investments Inc. ("Archerwill") has acquired 270,000 common shares ("Common Shares") of MTL Cannabis Corp. (CSE: MTLC) ("MTL Cannabis" or the "Issuer") on December 17, 2024 at a trade price of $0.24977 per share, for aggregate proceeds of $67,437.50. This represented approximately 0.23% of the issued and outstanding Common Shares of the MTL Cannabis at that time.

Following completion of Archerwill's investment in the Issuer on August 4, 2020 pursuant to the terms of a subscription agreement dated July 15, 2020, and prior to the issuances of additional Common Shares by MTL Cannabis and other securities convertible or exchangeable for Common Shares by MTL Cannabis, primarily related to the issuance of Common Shares in connection with the Issuer's acquisition of all of the issued and outstanding shares of Montreal Cannabis Medical Inc. ("MCMI"), completed in two tranches on August 30, 2022 and July 31, 2023 (the "MTL Transaction"), Archerwill beneficially owned or exercised control over: 104,067 Common Shares (on a post consolidation basis following the Issuer's 30-to-1 share consolidation effected by the Issuer on August 16, 2022 (the "Issuer Share Consolidation")), a convertible debenture in aggregate principal amount of $6,500,000, and 4,333,333 warrants (on a post-Issuer Share Consolidation Basis) to purchase Common Shares (such warrants were exchanged for 4,333,333 new warrants to purchase Common Shares in connection with the MTL Transaction, and of which 2,600,000 warrants vested only upon achievement of a volume weighted average trading price threshold following completion of the MTL Transaction, which did not vest and expired in accordance with their terms). This represented approximately 28.3% of the issued and outstanding Common Shares of the MTL Cannabis at the time of Archerwill's investment on August 4, 2020 (assuming Archerwill's conversion and exercise in full of all securities it holds in MTL Cannabis but no other conversions of outstanding securities of MTL Cannabis).

Archerwill and its joint actor now beneficially own or exercise control or direction over: 374,067 Common Shares, a convertible debenture in aggregate principal amount of approximately $5,250,000 (following repayment of principal of approximately $1,250,000 by MTL Cannabis) which is convertible into approximately 13,886,096 Common Shares and 3,907,623 warrants exercisable for 3,907,623 Common Shares (such warrants include 2,174,290 warrants to purchase Common Shares that were issued by MTL Cannabis in connection with repayment of the convertible debenture). This represents approximately 10.7% of the issued and outstanding Common Shares of the MTL Cannabis (assuming Archerwill's conversion and exercise in full of all securities it holds in MTL Cannabis but no other conversions of outstanding securities of MTL Cannabis, but accounting for the issuance of anti-dilution securities issuable to former MCMI shareholders pursuant to the terms of the MTL Transaction). As a result of the issuances of additional Common Shares and other securities convertible or exchangeable for Common Shares by MTL Cannabis, including the issuances primarily related to the issuance of Common Shares in connection with the MTL Transaction and following the acquisition of the Common Shares reported in this press release, Archerwill and its joint actor's total percentage holding in MTL Cannabis has decreased by approximately 17.6%.

Archerwill's joint actor acquired the Common Shares of MTL Cannabis through the facilities of the Canadian Securities Exchange for investment purposes. Presently, Archerwill and its joint actor have no intention of acquiring any securities of MTL Cannabis. Archerwill or its joint actor may acquire ownership of or control over further securities of MTL Cannabis in the future depending upon market circumstances. Increase or decrease in ownership of securities of MTL Cannabis will depend on numerous conditions, including the price of the Common Shares and general market conditions.

The head office of MTL Cannabis is located at 1773 Bayly Street, Pickering, ON, L1W 2Y7.

An early warning report relating to this transaction will be filed on the System for Electronic Data Analysis and Retrieval + ("SEDAR+") under MTL Cannabis's profile and can be viewed at www.sedarplus.com.

SOURCE Archerwill Investments Inc.

For further information or to obtain a copy of the early warning report, please contact: Archerwill Investments Inc., 3 Brookfield Road, Toronto, ON M2P 1B1, Irvine Weitzman, President, [email protected]