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HempFusion Wellness Inc. (TSX:CBD.U) (OTCQB:CBDHF) (“HempFusion” or the “Company”), a leading health and wellness company offering premium probiotic supplements and products containing CBD, announces that it intends to amend the terms of its previously announced brokered private placement (the “Offering”) of convertible debenture units (the “Units”) led by Research Capital Corporation (the “Agent”) as sole agent and sole bookrunner.

Pursuant to the Company’s press release dated March 1, 2022, the Company announced its intention to offer up to 3,000 Units at the issue price of US$1,000 per Unit for gross proceeds of up to US$3.0 million, with each Unit being comprised of: (i) US$1,000 principal amount of 10% senior secured convertible debentures of the Company (the “Convertible Debentures”) which will be convertible into common shares of the Company (each a “Common Share”) at a conversion price of US$0.15 per Common Share, subject to adjustment in certain events (the “Conversion Price”) and maturing on the date that is three (3) years from the date the Units are issued (the “Maturity Date”); and (ii) 3,333 common share purchase warrants of the Company (the “Warrants”). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of US$0.20 per Common Share (the “Warrant Exercise Price”) until the Maturity Date.

The proposed amendments to the terms of the Offering are as follows:

- The Company will offer up to 2,233 Units for gross proceeds of up to US$2,233,000, plus a 15% over-allotment option granted to the Agent (up to an additional 335 Units);

- The number of Warrants included in a Unit will be increased to 5,000 Warrants;

- The Conversion Price will be amended to US$0.10 per Common Shares; and

- The Warrant Exercise Price will be amended to US$0.14 per Common Share.

On March 18, 2022, the Company issued an initial tranche of Units (the “Existing Units”) under the Offering. The terms of the Existing Units will be amended in accordance with the amendments to the Offering noted above. Holders of the Existing Units will be asked to provide written consent to the amendments to the Convertible Debentures and Warrants contained in the Existing Units. In accordance with Toronto Stock Exchange policy, the amendment to the exercise price of the Warrants contained in the Existing Units will take effect on April 27, 2022. In addition, the Company issued broker warrants to the Agent in connection with the closing of the purchase of the Existing Units. The Company intends to amend the terms of those broker warrants to amend the exercise price to US$0.11 per Common Share, with such amendment taking effect on April 26, 2022. None of the Existing Units or the Broker Warrants previously issued were issued to insiders of the Company.

The Company has agreed to pay the Agent, upon closing of the Offering, a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering (including in respect of any exercise of the over-allotment option), subject to a reduction for certain orders on a “president’s list”. In addition, the Company will issue such amount of broker warrants equal to 7.0% of the number of Common Shares issuable upon conversion of the Convertible Debentures (based on the Conversion Price) exercisable for one common share at the price of US$0.11 per Common Share.

All other terms of the Units, including the terms of the Convertible Debentures and the Warrants remain the same.

The above noted amendments are subject to the approval of the Toronto Stock Exchange.

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 Wellness Inc.

One of a select few hemp-derived CBD companies that are today fully prepared to meet or exceed expected global guidance, HempFusion Wellness Inc. is a leading health and wellness company whose family of premium consumer brands include HempFusion™, Sagely Naturals™, Apothecanna™, and Probulin Probiotics™, one of the fastest-growing probiotics companies in the United States according to SPINs reported data.

Among the handful of CBD companies who have achieved Self-Affirmed GRAS status, the HempFusion family of brands’ product portfolio comprises 112 SKUs including USDA Organic Certified Tinctures, proprietary FDA Drug Listed Over-The-Counter (OTC) Topicals, probiotic supplements and skin care products, a White Label division and more. With a strong focus on research and development, HempFusion Wellness has 43 products under development.

Available from more than 18,000 US retail locations across all 50 states, HempFusion Wellness products are also available in China, Mexico, Ireland, United Kingdom, United Arab Emirates, South Korea and Canada and may be purchased online from each brand’s website, The Probulin Store on Amazon.com, Alibaba’s Tmall.com, the world’s largest cross-border online marketplace, and a multitude of additional e-commerce sites.

For more information, visit www.hempfusion.com.

Follow HempFusion 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 closing of the Offering, the use of proceeds of the Offering, the ability of the Company to obtain regulatory approval with respect to the Offering, 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.

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