ANNOUNCEMENT: Proposed Financing and Dispute Settlement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Sativa Wellness Group Inc.

(“Sativa” or “Sativa Wellness” the “Company” or the “Group”)

24th February 2021

Proposed Financing and Dispute Settlement

Sativa Wellness Group is pleased to announce that it intends to complete a non-brokered private placement financing (the “Financing”) of units (each, a “Unit”) for gross proceeds of up to CDN$4,000,000 with a price per Unit of CDN$0.07875.

Each Unit will consist of one common share (each, a “Share”) and one half of one common share purchase warrant (each, a “Warrant”), with each Warrant exercisable to acquire one additional Share (each, a “Warrant Share”) for a period of 24 months following the closing date of the Financing (the “Closing Date’). The Warrants shall have an exercise price of CDN$0.105 per Warrant Share. The Warrants are not subject to any acceleration clause.

Sativa Wellness will pay finder’s fees (the “Finders Fee”) in connection with the Financing to Canaccord Genuity Corp. (“Canaccord”). The Finders Fee will consist of 8% of the Financing in cash (the “Cash Commission”) and 8% of the Financing in Warrants. The Cash Commission is payable in cash or units, at Canaccord’s option.

The money raised will be used for working capital and investment across the whole wellness business. In particular, it will be used to invest in Sativa’s newest wellness service of health screening to include COVID swabbing and blood testing. The clinic model now proven to generate income will benefit from investment in the infrastructure to support an even wider rollout of testing centres across the UK. It will provide additional marketing capital to raise the profile of the new services as well as money to invest in mobile clinics, staff and clinical standards.

Sativa Wellness is pleased to announce that the Company’s wholly owned subsidiary, Borganic Consulting Inc., has reached a settlement with Dragonfly Biosciences Limited. The settlement includes an ongoing commercial arrangement for the supply of CBD.
Geremy Thomas, Executive Chairman, said: “New funds raised will speed up the national reach planned for our wellness health screening division.

The Directors of the Company accept responsibility for the contents of this announcement.

On behalf of the Board of Directors,

Geremy Thomas
Executive Chairman
Sativa Wellness Group Inc.
+44 (0) 20 7971 1255
[email protected]
www.sativawellnessgroup.com

Joseph Colliver
Chief Financial Officer
Sativa Wellness Group Inc.
+44 (0) 20 7971 1255
[email protected]
www.sativawellnessgroup.com

AQSE Growth Market Corporate Advisor
Corporate Finance
Guy Miller/Allie Feuerlein
Peterhouse Capital Limited
+44 (0) 20 7220 9795
[email protected]

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