HempFusion Announces USD$2,000,000 Strategic Private Placement

- August 27th, 2021

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES HempFusion Wellness Inc. a leading health and wellness Company offering premium probiotic supplements and products containing CBD, is pleased to announce a non-brokered private placement of 8,000,000 units of the Company at a price of USD$0.25 per Unit for gross proceeds of USD$2,000,000 . Each Unit is …

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

HempFusion Wellness Inc. (TSX:CBD.U) (OTCQX:CBDHF) (FWB:8OO) (“HempFusion” or the “Company”), a leading health and wellness Company offering premium probiotic supplements and products containing CBD, is pleased to announce a non-brokered private placement of 8,000,000 units of the Company (the “Units”) at a price of USD$0.25 per Unit for gross proceeds of USD$2,000,000 (the “Private Placement”). Each Unit is comprised of one common share in the capital of the Company (a “Common Share”) and one-full Common Share purchase warrant (a “Warrant”). Each whole Warrant will entitle the holder to acquire one additional Common Share at a price of USD$0.50 per Common Share for a period of four years from the closing date of the Private Placement, expected on or about September 12, 2021. Closing of the Private Placement is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including approval of the Toronto Stock Exchange.

The Company plans to allocate the gross proceeds of the Private Placement to general working capital and marketing initiatives.

All securities issued under the Private Placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933 , as amended (the “U.S. Securities Act”), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

ABOUT HEMPFUSION

HempFusion is a leading health and wellness CBD company utilizing the power of whole-food hemp nutrition. HempFusion Wellness Inc. distributes its family of brands, including HempFusion, Probulin Probiotics, Sagely Naturals, and Apothecanna, to approximately 15,000 retail locations across all 50 states of the United States and select international locations. Built on a foundation of regulatory compliance and human safety, HempFusion Wellness offers a diverse product portfolio comprising of over 75 SKUs including tinctures, proprietary FDA Drug Listed Over-The-Counter (OTC) Topicals, Doctor/Practitioner Lines and more. With a strong focus on research and development, HempFusion Wellness and its family of companies have more than 30 products under development. HempFusion is a board member of the US Hemp Roundtable, and HempFusion’s wholly-owned subsidiary, Probulin Probiotics, is one of the fastest-growing probiotics companies in the United States, according to SPINs reported data. HempFusion’s CBD products are based on a proprietary Whole Food Hemp Complex™ and are available in-store or by visiting HempFusion online at www.hempfusion.com .

Follow HempFusion on Twitter , Facebook and Instagram . Visit Probulin at www.probulin.com and follow on Twitter , Facebook and Instagram . Visit Sagely Naturals at www.sagelynaturals.com and follow on Twitter , Facebook and Instagram . Visit Apothecanna at www.apothecanna.com and follow on Twitter , Facebook and Instagram .

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, “ forward-looking statements “) that relate to HempFusion’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release. In particular and without limitation, this news release contains forward-looking statements relating to the closing of the Private Placement and the use of proceeds from the Private Placement and the Company’s other plans, focus and objectives.

Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond HempFusion’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the impact and progression of the COVID-19 pandemic and other factors set forth under “ Cautionary Note Regarding Forward-Looking Statements ” and “ Risk Factors ” in the annual information form of the Company dated March 31, 2021, and available under the Company’s profile on SEDAR at www.sedar.com . HempFusion undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for HempFusion to predict all of them or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

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

Jason Mitchell, N.D.
Chief Executive Officer and Director
Email: ir@hempfusion.com
Phone: 416-803-5638

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