Wangton Capital Corp. Signs a Term Sheet to Acquire Cloud 9 Switzerland - a Producer of Cannabis-infused Consumer and Therapeutic Products

Vancouver, British Columbia--(Newsfile Corp. - November 14, 2019) - Wangton Capital Corp. (NEX: WT.H) ("Wangton" or the "Company) is pleased to announce that it has entered into an arm's length non-binding Term Sheet dated November 8, 2019 (the "Term Sheet") with Dr. Francis Scanlan (the "Vendor"), the sole owner, to acquire Cloud 9 Switzerland LLC ("Cloud 9") and three other related companies (the "Transaction"). Cloud 9 is engaged in product development, commercialization and worldwide distribution of value-added premium cannabis infused products in the food, beverage/spirits, pharmaceutical and cosmetic sectors. The products include the first Swiss regulatory compliant Hemp Swiss chocolate, and innovative Cannabinoid based treatments for glaucoma, and asthma, and an innovative CBD nanoparticle transdermal skin patch.

The Company also announces that the letter of intent with Bargella Invest AG, and its affiliates (see Company News Release dated July 3, 2019) has been terminated.

ABOUT CLOUD 9 www.cloud9switzerland.com

Cloud 9 Switzerland is a dynamic company founded in 2017 bringing health and wellness to people leveraging the benefits of medicinal plants. Based in Switzerland with operations in Switzerland, France and Jamaica, Cloud 9 has established partner and distribution relations in European markets, notably Italy and Germany as well as in Canada, USA, and Australia to commercialise their products. In addition, Cloud 9 has an extensive network of collaborations between universities, medical professionals and patients' associations. Cloud 9 has a combined strength of over 50 years of experience in phytotherapy, flavors, food and beverages, with a strong focus on research & development, quality, regulatory compliance and route to market. Cloud 9 is a brand owner, manufacturer and distributor of cannabis and non-cannabis products consisting of pharmaceuticals, food, beverage and cosmetics based on a variety of aromatic and medicinal plants. Cloud 9 through its founder is a member of the International Association for Cannabinoid Medicines and the European Industrial Hemp Association.

ACQUISITION TERMS

Under the terms of the Term Sheet, the Company proposes to acquire Cloud 9 and the related companies in consideration for common shares of Wangton ("Wangton Shares") at a staged valuation of C$4 million. Further details will be provided in a subsequent news release.

Bridge Financing: Wangton will assist the Vendor in arranging a bridge financing of US$200,000 (the"Bridge Financing") to accelerate the commercial production of Cloud 9's Hemp Swiss chocolate for sale initially in California and other US states, Canada, Switzerland, and other European countries. The Bridge Financing will be a secured debt financing which provides investors with an option to convert their debt to common shares of the Resulting Issuer in connection with the completion of the Transaction at a conversion price set at an agreed discount to the Financing, as decribed below:

Concurrent Financing: The Parties will undertake an equity private placement financing concurrent with the Closing which will involve the sale of units ("Units") for gross proceeds of C$4 million (the "Financing") at a price to be determined by market conditions at the time of the Offering. Each Unit will be comprised of one Wangton Share and one share purchase warrant ("Warrant"). Each Warrant will, subject to market conditions, be exercisable for one Wangton Share at an exercise price and duration to be determined by market conditions.

A finder's fee, in compliance with Exchange policies, will be payable upon closing of the Transaction to WISTO AG of Lange Gasse 90, 4502 Basel, Switzerland, which is at arm's length to the parties, for their services in introducing the parties to each other, and their assistance in negotiating the Transaction.

It is anticipated that the Transaction will constitute Wangton's "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange").

Completion of the Transaction is subject to several conditions, including, but not limited to satisfactory due diligence, completion of the Financing, completion of audited financial statements for each of the companies being acquired, execution of a definitive agreement and other standard closing conditions. There can be no assurance that the Transaction will be completed as proposed or at all.

About Wangton Capital Corp.

Wangton is a Capital Pool Company listed on the NEX board of the TSX Venture Exchange whose principal business has been reviewing opportunities with the view of completing a Qualifying Transaction. The Company has no assets other than a minimum amount of working capital.

Additional Information

Further details concerning the Cloud 9, details on the proposed management and board of the resulting issuer, financial information, details of the Financing, and the specific terms of the Transaction will be provided in subsequent news releases to be filed by the Company when available.

Upon closing of the Transaction, the Company expects to list as a Tier 2 Life Sciences Issuer on the Exchange.

In accordance with the policies of the Exchange, the Wangton shares are currently halted from trading and are expected to remain halted until completion of the Transaction.

The Transaction will not constitute a "Non-Arm's Length Qualifying Transaction" as such term is defined under the policies of the Exchange and the Transaction is not expected to be subject to shareholder approval.

Sponsorship of a Qualifying Transaction is required by the Exchange unless exempt or waived in accordance with Exchange policies. The Company will be applying for a waiver from sponsorship requirements; however, there is no assurance that the Company will obtain this waiver.

None of the securities to be issued pursuant to the Transaction or the Financing have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant to the Transaction and the Financing are anticipated to be issued in reliance upon available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

For additional information contact: Moe Dilon, President & CEO, +1778 989 4999

To receive news from Wangton Capital Corp. Email: sandy@ircapital.com

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.

Completion of the Transaction is subject to several conditions, including but not limited to, Exchange acceptance and obtaining all required shareholder approvals. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this news release with respect to the Target Company and Wangton was supplied by the parties, respectively, for inclusion herein, and Wangton and its directors and officers have relied on the Target Company for any information concerning such party.

FORWARD LOOKING STATEMENTS

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements, including statements in respect of the proposed terms and completion of the Transaction and the Financing. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performanc-e and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/49701

This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States.