SpeakEasy closes $2.3 million non-brokered private placement

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VANCOUVER, Sept. 28, 2018 /CNW/ - SpeakEasy Cannabis Club Ltd. (CSE: EASY) (Frankfurt: 39H) (the "Company" or "SpeakEasy") is pleased to announce that it has closed its previously announced non-brokered private placement (the "Private Placement").  The Company issued 3,863,804 units ("Units") at a price of $0.60 per Unit for aggregate gross proceeds of approximately $2,318,000.  Each Unit consists of one common share in the capital of the Company (a "Common Share") and one-half of a Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to acquire an additional Common Share at a price of $1.00 for a period of 24 months from the closing of the Private Placement.

In connection with the closing of the Private Placement, the Company paid aggregate finder's fees of approximately $143,188.47 and issued an aggregate of 238,648 finders warrants (the "Finders Warrants") to eligible finders.  Each Finders Warrant entitles the holder to purchase one Common Share at a price of $1.00 for a period of 24 months from the closing of the Private Placement.

The securities issued by the Company under the Private Placement are subject to restrictions on resale in accordance with applicable securities laws.  These restrictions will expire on January 28, 2019.  The Private Placement is subject to final acceptance by the Canadian Securities Exchange (the "CSE").

SpeakEasy intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

Certain insiders of the Company participated in the Private Placement. Participation of insiders of the Company in the Private Placement constitutes a related party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").  Because the Common Shares trade only on the CSE, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101. The Company did not file a material change report 21 days prior to the closing of the private placement as the details of the participation of insiders of the Company had not been confirmed at that time.

About SpeakEasy Cannabis Club Ltd.:

SpeakEasy Cannabis Club is a late stage applicant under the Access to Cannabis for Medical Purposes Regulations (the "ACMPR") that is seeking to leverage three generations of farming experience in B.C. to produce high quality, small batch cannabis products once it obtains a license to do so.   The Company currently owns 290 acres of land in Rock Creek, British Columbia. The Company's 10,000 square foot indoor facility will allow for the growth, production, and cultivation of small batch cannabis if and when the Company obtains a license from Health Canada. Construction has also commenced on an 80,000 square foot expansion facility.   Completion for the expansion is projected for fall/winter 2018.

For more information visit: https://speakeasygrowers.com/

Statement Regarding Forward-Looking Information

This news release contains statements that constitute "forward-looking statements." Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause SpeakEasy's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.

Forward-looking statements in this document include statements concerning SpeakEasy's intended use of proceeds from the Private Placement and expectations that it will receive a license under the ACMPR.  By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "1933 Act"). The securities issued by SpeakEasy have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States and may not be offered or sold in the United States absent such registration, or qualification for an applicable exemption therefrom, under the 1993 Act and the securities laws of all applicable states.

The Canadian Securities Exchange has not approved nor disapproved the contents of this news release.

SOURCE SpeakEasy Cannabis Club Ltd.

Media Contact: Jen Hazell, Talk Shop Media on behalf of SpeakEasy, [email protected], [phone]