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Beleave To Seek Creditor Protection to Pursue Sale of Assets

TORONTO , June 5, 2020 /CNW/ - Beleave Inc. (BE.CN) (BLEVF) ("Beleave" or the "Company") announced today that the Company, together with its affiliated entities, Beleave Kannabis Corp., Seven Oaks Inc., 9334416 Canada Inc. O/A Medi-Green and My-Grow, Beleave Kannabis Abbotsford Inc. and Beleave Kannabis Chilliwack Inc. (collectively, the "Beleave Group") has received the approval of its directors to make application for an order for creditor protection (the "Initial Order") from the Ontario Superior Court of Justice (Commercial List) (the "Court") under the Companies' Creditors Arrangement Act (the "CCAA"). The Company will be making its application to Court for the Initial Order on June 5 , 2020.

Beleave Inc. (CNW Group/Beleave Inc.)
Beleave Inc. (CNW Group/Beleave Inc.)

The Initial Order being sought would include, among other things, a stay of proceedings in favour of the Beleave Group and the appointment of Grant Thornton Limited as monitor of the Beleave Group (in such capacity, the "Monitor").

The Beleave Group is seeking creditor protection under the CCAA in order to receive a stay of proceedings that will allow the Beleave Group to facilitate a going concern transaction ("Proposed Transaction") with Hegedus Consulting Services Inc. ("Purchaser") or identify and conclude a transaction with a superior offer.

Pursuant to the Proposed Transaction, the Beleave Group and the Purchaser have agreed to: (i) a debtor-in-possession loan to fund the proposed CCAA proceedings ("Dip Loan"); and (ii) an offer by the Purchaser to purchase substantially all of the assets of the Beleave Group pursuant to an asset purchase agreement that will be the "stalking-horse" in a sale process designed to solicit higher and better offers.

If the Initial Order is granted, it is expected that the Beleave Group's day-to-day obligations to employees and key suppliers of goods and services, from and after the filing day, will continue to be met. While under CCAA protection, management of the Company would remain responsible for the day-to-day operations of the Company under the general oversight of the Monitor.

About Beleave Inc.

Beleave is an ISO certified, Canadian cannabis company headquartered in the Greater Toronto Area that cultivates high-quality cannabis flower, oil and extracts for medical and recreational markets. Beleave is fully licenced to cultivate and sell medical and recreational cannabis and is leading the way through research partnerships with universities to develop pharma-grade extracts and derivatives.

Beleave is developing new product lines, including cannabis-infused products, oils, vape pens, and other novel cannabis delivery methods for 2020. Beleave has developed a network of medical cannabis clinics in Ontario and Quebec under the Medi-Green banner.

Forward Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities law ("forward-looking statements"). The use of any of the words "plan", "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and other similar words, or statements that certain events or conditions "may" or "will" occur are intended to identify forward-looking information. These statements are only predictions. Although the Company believes that the expectations and assumptions on which the forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. This information speaks only as of the date of this news release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company's disclosure documents, which can be found under the Company's profile on www.sedar.com.

For more information regarding the Company's CCAA Proceedings

A copy of the Initial Order, if granted, and other information will be available on the Monitor's website at www.grantthornton.ca/beleave

Additional enquiries for the Monitor may be directed to:

Grant Thornton Limited
In its capacity as proposed Court-appointed Monitor of the Beleave Group.

SOURCE Beleave Inc.


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