Charlotte’s Web Holdings Inc OTCMKTS: CWBHF Announces Pricing of Public Offering of Common Shares

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Charlotte’s Web Holdings Inc OTCMKTS: CWBHF is the market leader in the production and distribution of innovative hemp-derived cannabidiol (“CBD”) wellness products. Founded by the Stanley Brothers, the Company’s premium quality products start with proprietary hemp genetics that are responsibly manufactured into hemp-derived CBD extracts naturally containing a full spectrum of phytocannabinoids, including CBD, terpenes, flavonoids and other beneficial hemp compounds. Industrial hemp products are non-intoxicating. Charlotte’s Web product categories include CBD Oil tinctures (liquid products), CBD capsules, CBD topicals, as well as CBD pet products. Charlotte’s Web hemp-derived CBD extracts are sold through select distributors, brick and mortar retailers, and online through the Company’s website. The rate the Company pays for agricultural products reflects a fair and sustainable rate driving higher quality yield, encouraging good farming practices, and supporting U.S. farming communities.

Charlotte’s Web is a socially conscious company and is committed to using business as a force for good and a catalyst for innovation. The Company weighs sound business decisions with consideration for how its efforts affect its employees, customers, the environment, and the communities where its employees live and where it does business, while maximizing profits and strengthening its brands. The Company’s management believes that socially oriented actions have a positive impact on the Company, its employees and its shareholders. Charlotte’s Web donates a portion of its pre-tax earnings to charitable organizations.

Shares of Charlotte’s Web trade on the Canadian Securities Exchange under the symbol “CWEB” and in the United States on the OTCQX under the symbol “CWBHF”. As at March 31, 2019 Charlotte’s Web has 25,375,294 Common Shares outstanding and 169,696.18 Proportionate Voting Shares convertible at 400:1, for an effective equivalent of 93,253,766 Common Shares outstanding.

Charlotte’s Web Holdings Inc OTCMKTS: CWBHF On May 9, 2019 announced underwritten public offering of an aggregate of 7 million common shares at a price of C$20.00 per share for total gross proceeds of approximately C$140 million. All of the common shares in the offering are to be sold by certain current shareholders. In addition, the selling shareholders have granted the underwriters a 30-day option to purchase up to an additional 15% of the common shares offered in the proposed public offering on the same terms and conditions.

The offering is expected to close on or about May 15, 2019, subject to the satisfaction of customary closing conditions, including the listing of the common shares on the Canadian Securities Exchange.

The Company will not receive any proceeds from the sale of common shares by the current shareholders.

Canaccord Genuity Corp. is acting as the sole bookrunner for the offering on behalf of a syndicate including Cormark Securities Inc., Eight Capital and PI Financial Corp.

The common shares will be offered in each of the provinces of Canada, other than Québec, pursuant to the Company’s base shelf prospectus dated April 8, 2019 (the “Base Prospectus”) and may also be offered by way of private placement in the United States to “qualified institutional buyers”. The terms of the offering will be described in a prospectus supplement (the “Supplement”) to be filed with the securities regulators in each of the provinces of Canada, except Québec, on May 13, 2019.

Copies of the Supplement, following filing thereof, and accompanying Base Prospectus may be obtained on SEDAR and from Canaccord Genuity Corp., 161 Bay Street, Suite 3000, Toronto, ON M5J 2S1. The Base Prospectus contains, and the Supplement will contain, important detailed information about the Company and the offering. Prospective investors should read the Supplement and accompanying Base Prospectus and the other documents the Company has filed before making an investment decision.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The common shares have not been and nor will they be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. Accordingly, the common shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Charlotte’s Web in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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