VIVO Cannabis™ Announces Overnight Marketed Public Offering

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Feb. 22, 2021 /CNW/ – VIVO Cannabis Inc. (TSX: VIVO) ("VIVO" or the "Company") is pleased to announce that it has commenced an overnight marketed public offering of units of the Company (each, a "Unit" and, collectively, the "Units") at an issue price per Unit of $0.21, for gross proceeds of approximately $7 million (the "Offering"). Each Unit will consist 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 Common Share purchase warrant, a "Warrant"). Each Warrant will be exercisable to acquire one Common Share (a "Warrant Share") at an exercise price of $0.26 per Warrant Share for a period of 36 months following the Closing Date (as defined below).

The Offering is expected to be priced in the context of the market, with the final terms of the Offering to be determined at the time of pricing pursuant to the terms of an underwriting agreement to be entered into between the Company and ATB Capital Markets Inc., as lead underwriter and sole bookrunner, and a syndicate of underwriters (collectively, the "Underwriters"). There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The Offering is expected to close on or about February 26, 2021, and will be subject to market and other customary conditions, including approval of the Toronto Stock Exchange ("TSX").

The Company intends to grant to the Underwriters a 30-day option to purchase up to an additional 15% of the Units offered in the proposed Offering on the same terms and conditions (the "Over-Allotment Option"). The Over-Allotment Option may be exercised in whole or in part to purchase Common Shares, Warrants or Units as determined by the Underwriters.

VIVO intends to use the net proceeds of the Offering for general working capital and corporate purposes.

The Units will be offered for sale in each of the provinces of Canada, except Quebec, pursuant to a prospectus supplement to the Company’s short form base shelf prospectus dated October 2, 2020 (the "Shelf Prospectus") and in the United States on a private placement basis to "qualified institutional buyers" pursuant to Rule 144A or in such other manner as to not require registration under the United States Securities Act of 1933, as amended (the "U.S. Securities Act").

No securities regulatory authority has either approved or disapproved of the contents of this news release.  The Units have not been and will not be registered under the U.S. Securities Act or any state securities laws.  Accordingly, the Units may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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 these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

About VIVO Cannabis™

VIVO Cannabis™ is recognized for trusted, premium cannabis products and services. It holds production and sales licences from Health Canada and operates world-class indoor and seasonal airhouse cultivation facilities with proprietary plant-growing technology in Hope, British Columbia and Napanee, Ontario. VIVO has a collection of premium brands, each targeting different customer segments, including Canna Farms™, Beacon Medical™, Fireside™, Fireside-X™, Lumina™ and Canadian Bud Collection™. The Company is expanding its production capabilities and distribution network. Harvest Medicine, VIVO’s patient-centric, scalable network of medical cannabis clinics, has serviced over 100,000 patient visits. VIVO is pursuing several partnership and product development opportunities and is focusing its international efforts on Germany and Australia. For more information visit: www.vivocannabis.com

Disclaimer for Forward-Looking Information:

All dollar amounts in this news release are in Canadian dollars. Certain statements in this news release are forward-looking statements, which are statements that are not purely historical, including statements regarding the beliefs, plans, expectations or intentions of VIVO and its management regarding the future. Forward-looking statements in this news release include statements regarding potential future offerings by the Company, the potential terms of same, the filing of any prospectus supplement with respect thereto, proposed use of proceeds, assuming completion, the anticipated closing date and the satisfaction of all necessary closing conditions, including the approval of the TSX. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the forward-looking statements, including: the Offering may not be completed, the size and terms of the Offering, the satisfaction of the conditions of closing of the Offering, including any required TSX approvals, that there may be no financing available to the Company on satisfactory terms or at all, if and when the Company wishes to draw capital down under the Shelf Prospectus; that the COVID-19 pandemic may last longer and have a more significant impact on the Company’s operations, financing abilities, the Canadian cannabis industry, or the global economy generally, than currently expected; and other factors beyond the Company’s control. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are urged to consider these factors, and the more extensive risk factors included in the Company’s management’s discussion and analysis for the three months ended September 30, 2020, which is available on SEDAR, carefully in evaluating the forward-looking statements contained in this news release, and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements. The forward-looking statements in this news release are made as of the date hereof and the Company disclaims any intent or obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

Related Links

https://www.vivocannabis.com/

SOURCE VIVO Cannabis Inc.

VIVO is a family of premium brands and businesses, building a world-class cannabis company through the acquisition and development of specialty brands.