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Sativa Wellness Group Inc.

(“Sativa” or “Sativa Wellness” the “Company” or the “Group”)

21st May 2021

Sativa Wellness Group Inc. Announces Closing of Second and Final Tranche of $4.6 Million Private Placement

Sativa Wellness Group is pleased to announce, further to its news releases dated February 24, 2021 and April 8, 2021, it has closed the second and final tranche of the Company’s non-brokered private placement (the “Offering”) of units (the “Units”). Together with the first tranche closing of the Offering announced by the Company on April 8, 2021, the Company issued an aggregate 58,590,287 Units at a price of $0.07875 per Unit, for aggregate gross proceeds of $4,613,985.10.

In this second tranche, the Company issued an aggregate of 12,701,557 Units at a price of $0.07875 per Unit, for aggregate gross proceeds of $1,000,247.61.

Each Unit consists of one common share in the capital of the Company (a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one common share in the capital of the Company (a “Warrant Share”) at a price of $0.105 per Warrant Share until May 20, 2023.

In connection with this final tranche of the Offering, the Company issued and paid 901,587 finder’s units (each a “Finder’s Unit”) and 901,587 finder’s warrants (each a “Finder’s Warrant”) to Canaccord Genuity Corp. Each Finder’s Unit consists of one common share (a “Finder’s Share”) and one-half of one Finder’s Warrant. Each whole Finder’s Warrant entitles the holder thereof to purchase one additional finder’s share (a “Finder’s Warrant Share”) at an exercise price of $0.105 per Finder’s Warrant Share, until May 20, 2023.

All securities issued in connection with the final tranche of the Offering will be subject to a statutory hold period expiring on September 21, 2021, in accordance with applicable Canadian securities laws.

The Company intends to use the net proceeds from the Offering for working capital and investment across the whole wellness business.

One insider, Clive Standish, a director of the Company was issued, directly or indirectly, a total of 181,717 Units for gross proceeds of $14,310.21. Such participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of any securities issued to insiders nor the consideration paid by such persons exceeded by 25% of the Company’s market capitalization. Following the issue of the Units, Clive Standish will be interested in 13,265,485 Common Shares, representing 3.64% of the issued share capital, and 7,495,35 warrants of the Company.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration on applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there by any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

In accordance with the Financial Conduct Authority’s Disclosure and Transparency Rules, Sativa Wellness hereby announces that it has 364,615,913 common shares of nil par value (“Common Shares”) in issue, each share carrying the right to one vote.

The above figure of 364,615,913 Common Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules.

The Directors of the Company accept responsibility for the contents of this announcement.

On behalf of the Board of Directors,