Hydropothecary Announces Conversion of $69 Million Debentures and Engagement of Market Maker

GATINEAU, QC–(Marketwired – December 15, 2017) – The Hydropothecary Corporation (“THCX” or the “Company”) (TSX VENTURE: THCX) announced today that it has elected to exercise its right under the indenture dated November 24, 2017 (the “Indenture”) governing the Company’s 7.0% unsecured convertible debentures due November 24, 2020 (the “Debentures”) to convert all of the outstanding principal amount of the Debentures and unpaid accrued interest thereon (the “Conversion”) into common shares of the Company (the “Common Shares”).

Pursuant to the terms of the Indenture, THCX became entitled on December 13, 2017 to force conversion of the Debentures on the basis that the volume weighted average price (“VWAP”) of the Common Shares on the TSX Venture Exchange for 10 consecutive trading days was equal to or exceeded $3.15. For the 10 consecutive trading days preceding December 13, 2017, the VWAP of the Common Shares was $3.32.

The Company has provided the holders of the Debentures with 30 days advance written notice of the Conversion, and the effective date for the Conversion will be January 15, 2018.

Pursuant to the Conversion, holders of Debentures will receive 454.54 Common Shares for each $1,000 principal amount of Debentures held. In addition, the accrued and unpaid interest on the Debentures for the period from December 31, 2017 (the interest payment scheduled for December 31, 2017 will be paid in cash) to but excluding the conversion date will be equal to $2.92 and Debentureholders will receive an additional 1.33 Common Shares for each $1,000 principal amount of Debentures held on account of accrued and unpaid interest, for a total of 455.87 Common Shares for each $1,000 principal amount of Debentures held. No fractional Common Shares are to be issued on any conversion, and any Common Shares so issuable are to be rounded down to the nearest whole number.

Debentureholders continue to have the right to convert any part of the principal amount of their Debentures in accordance with the procedures set out in the Indenture and the certificates representing the Debentures at any time prior to the effective date for the Conversion. In the event that Debentureholders convert their Debentures prior to such date, they will receive accrued and unpaid interest thereon in cash.

THCX also announced today that it has retained MJM Markets and Consulting (“MJM”) to provide market-making services to the Company in accordance with applicable securities laws and the policies of the TSX Venture Exchange (“TSX-V”).

MJM will trade shares of the Company on the TSX-V for the purposes of maintaining an orderly market and improving the liquidity of the Company’s shares. The capital and securities required for any trade undertaken by MJM as principal will be provided by MJM. In consideration of the services provided by MJM, THCX will pay MJM a monthly cash fee of $25,000. The agreement has a term of twelve months subject to the right of either party to terminate the agreement at any time on 10 days prior written notice.

THCX and MJM are unrelated and unaffiliated entities. MJM does not currently have any direct or indirect interest in THCX or its securities but MJM may in the future acquire direct or indirect interests in THCX or its securities. The engagement is subject to the approval of the TSX-V.

About MJM Markets and Consulting

Michael Morrison of MJM Markets and Consulting Ltd. started his 30-year career in the finance industry trading on the floor of the Toronto Stock Exchange with First Marathon Securities. Transitioning to the office, he commanded head trading roles with known firms such as Merrill Lynch, Canaccord, and Mackie Research. Over the years, Michael has become one of the industry’s top traders and continues to offer his trading skills, building relationships through his own trading firm MJM Markets and Consulting Ltd.

About The Hydropothecary Corporation

The Hydropothecary Corporation is an authorized licensed producer and distributor of medical cannabis licensed by Health Canada under the Access to Cannabis for Medical Purposes Regulations (Canada). Hydropothecary provides naturally grown and rigorously tested medical cannabis of uncompromising quality. Hydropothecary’s branding, cannabis product offering, patient service standards and product pricing are consistent with Hydropothecary’s positioning as a premium brand for a legal source for medical cannabis within this new marketplace. In addition to medical cannabis production and sales, Hydropothecary explores various research and development opportunities for cannabinoid extracts, drugs and combinatory chemistry. In addition, the company is investigating the development and patenting of novel technologies related to medical cannabis, as well as the import and export of medical cannabis.

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

For Investor Relations Inquiries:

Jennifer Smith
Manager of Financial Reporting and Investor Relations
1-866-438-THCX (8429)

For Media Inquiries:
Julie Beun
Publicist and Media Relations


Adam Miron, Director