Canada's Trees Secures $745K Via Private Placement

Trees Corporation (NEO:Tree) has completed the closing of a non-brokered private placement of 745 units of the company at a price of $1,000 per unit for gross proceeds of approximately $745,000. The closing is expected to be the final tranche closing in the larger offering for aggregate gross proceeds of $945,000, as previously announced on October 21, 2022.

Proceeds from the private placement will be directed towards general working capital requirements and the opening of the company's next Trees cannabis location at 3812a Bloor Street West, Etobicoke, ON, anticipated to open in January 2023.

Each unit consists of:

• One 12.0% secured convertible promissory note bearing a principal amount of $1,000, convertible into common shares of the company at a conversion price of $0.015 per common share and maturing thirty-six months from the closing of the private placement;

• 66,667 common share purchase warrants of the company. Each warrant entitles the holder thereof to purchase one common share at a price of $0.015 per share until October 20, 2025, subject to acceleration.

If, during the term of the convertible notes, the volume weighted-average share price of the common shares on the Neo Exchange Inc. for twenty consecutive trading days equals or exceeds $0.06, the company may, upon 30 days' prior notice, convert the convertible notes into common shares at the conversion price of $0.015, in whole or, from time to time, in part.

In the event that the volume-weighted average price of the common shares on the NEO for twenty consecutive trading days equals or exceeds $0.06, the company may, upon 30 days' prior notice, accelerate the expiry of the warrants to a date that is 30 days from the date of the notice.

Completion of the proposed private placement is subject to the satisfaction of certain conditions precedent, including, but not limited to, receipt of all necessary regulatory approvals, including final approval of the NEO.

Pursuant to applicable Canadian securities laws, all securities issued and issuable in connection with the closing of the private placement will be subject to a four month hold period ending March 26, 2023.

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