TORONTO, May 13, 2021 — Auxly Cannabis Group Inc. (“Auxly” or the “Company”) (TSX: XLY) (OTCQX: CBWTF) is pleased to announce that it has entered into an agreement with an institutional investor (the “Investor”) pursuant to which the Investor has agreed to purchase, on a private placement basis, 23,880,597 units (the “Units“) of the Company at a price of $0.335 per Unit for aggregate gross proceeds of approximately $8.0 million (the “Offering“). ATB Capital Markets Inc. is acting as exclusive agent on the Offering.

Each Unit shall be comprised of one common share of the Company (each a “Common Share“) and one-half of one Common Share purchase warrant of the Company (each whole warrant, a “Warrant“). Each Warrant shall entitle the Investor to purchase one Common Share at an exercise price of $0.42 at any time up to 36 months from Closing (as defined below).

The net proceeds from the Offering will be used for working capital and general corporate purposes.

The closing of the Offering is expected to occur during the week of May 17, 2021 (the “Closing”), or such later or earlier date as the Investor and the Company may agree upon, and is subject to the completion of formal documentation and the Company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange. The Units will be offered pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws and shall be subject to a customary four-month hold period under Canadian securities laws.

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.   This news release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

ON BEHALF OF THE BOARD 

“Hugo Alves“ CEO 

About Auxly Cannabis Group Inc. (TSX: XLY)
Auxly is a leading Canadian cannabis company dedicated to bringing innovative, effective, and high-quality cannabis products to the wellness and adult-use markets. Auxly’s experienced team of industry-first movers and enterprising visionaries have secured a diversified supply of raw cannabis, strong clinical, scientific and operating capabilities and leading research and development infrastructure in order to create trusted products and brands in an expanding global market.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Investor Relations:
For investor enquiries please contact our Investor Relations Team:
Email: IR@35.183.62.152
Phone: 1.833.695.2414

Media Enquiries (only): 
For media enquiries or to set up an interview please contact:
Email: press@35.183.62.152 

Notice Regarding Forward Looking Information:

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or information that certain events or conditions “may” or “will” occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: the proposed completion of, and the expected use of proceeds of, the Offering; the Company’s response to the COVID-19 pandemic; future legislative and regulatory developments involving cannabis and cannabis products; and competition and other risks affecting the Company in particular and the cannabis industry generally.

A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this release. The forward-looking information in this release is based on information currently available and what management believes are reasonable assumptions. Forward-looking information speaks only to such assumptions as of the date of this release. Readers should not place undue reliance on forward-looking information contained in this release. The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.
Additional risk factors are disclosed in the annual information form of the Company for the financial year ended December 31, 2020 dated April 23, 2021.

New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward‐looking information.

Neither Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.