DN Delta 9 Cannabis Inc

Delta 9 Cannabis Inc. (TSX: DN) (OTCQX: DLTNF) (“Delta 9” or the “Company”) is pleased to announce that it has entered into an agreement with Research Capital Corporation as sole agent and sole bookrunner (the “Agent”), in connection with an overnight marketed public offering of units of the Company (the “Units”) at an indicative price of $0.22 per Unit, priced in the context of the market, for gross proceeds of approximately $2,000,000 (the “Offering”).

Each Unit shall be comprised of one common share of the Company (a "Common Share") and one Common Share purchase warrant of the Company (a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share at an indicative exercise price of $0.255 per Common Share, priced in the context of the market, for a period of 36 months following closing of the Offering.

The Company has granted to the Agent an option to increase the size of the Offering by up to an additional number of Units, and/or the components thereof, that in aggregate would be equal to 15% of the total number of Units to be issued under the Offering, to cover over-allotments, if any, and for market stabilization purposes, exercisable at any time and from time to time up to 30 days following the closing of the Offering.

The net proceeds from the Offering will be used for working capital and general corporate purposes.

The closing of the Offering is expected to occur on or about June 14, 2022 (the “Closing”), or such other earlier or later date as the Agent and Company may agree upon. Closing is subject to the Company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange (the “Exchange”) to list, on the date of Closing, the Common Shares and the Common Shares issuable upon exercise of the Warrants and Agent compensation warrants, on the Exchange. In addition, the Company will use commercial reasonable efforts to obtain the necessary approvals to list the Warrants on the Exchange as soon as reasonably practicable after closing of the Offering, subject to the approval of the Exchange.

The Company intends to file a prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated September 9, 2021 (the “Shelf Prospectus”) following pricing of the Offering with the securities regulatory authorities in each of the provinces and territories of Canada (except Quebec). Copies of the Shelf Prospectus and the Prospectus Supplement to be filed in connection with the Offering, can be found on SEDAR at www.sedar.com. The Shelf Prospectus and the Prospectus Supplement will contain, important detailed information about the Company and the Offering. Prospective investors should read the Prospectus Supplement and accompanying Shelf Prospectus and the other documents the Company has filed on SEDAR at www.sedar.com before making an investment decision.  

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

For more information contact:

Investor & Media Contact:Ian Chadsey, VP Corporate AffairsMobile: 204-898-7722E-mail: ian.chadsey@delta9.ca

About Delta 9 Cannabis Inc.

Delta 9 Cannabis Inc. is a vertically integrated cannabis company focused on bringing the highest quality cannabis products to market. Delta 9's wholly-owned subsidiary, Delta 9 Bio-Tech Inc., is a licensed producer of medical and recreational cannabis and operates an 80,000 square foot production facility in Winnipeg, Manitoba, Canada. Delta 9 owns and operates a chain of retail stores under the Delta 9 Cannabis Store brand. Delta 9's shares trade on the Toronto Stock Exchange under the symbol "DN" and on the OTCQX under the symbol "DLTNF". For more information, please visit www.delta9.ca. 

Disclaimer for Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation which are based upon Delta 9's current internal expectations, estimates, projections, assumptions and beliefs and views of future events. Forward-looking information can be identified by the use of forward-looking terminology such as "expect", "likely", "may", "will", "should", "intend", "anticipate", "potential", "proposed", "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may", "would" or "will" happen, or by discussions of strategy.

The forward-looking information in this news release is based upon the expectations, estimates, projections, assumptions and views of future events which management believes to be reasonable in the circumstances. Forward-looking information includes estimates, plans, expectations, opinions, forecasts, projections, targets, guidance or other statements that are not statements of fact. Forward-looking information in this news release include, but are not limited to, statements with respect to internal expectations, expectations with respect to actual production volumes, expectations for future growing capacity and the completion of any capital project or expansions. Forward-looking information necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; loss of markets; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the cannabis industry in Canada generally; the ability of Delta 9 to implement its business strategies; competition; crop failure; and other risks.

Any forward-looking information speaks only as of the date on which it is made, and, except as required by law, Delta 9 does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Delta 9 to predict all such factors. When considering this forward-looking information, readers should keep in mind the risk factors and other cautionary statements in Delta 9's Annual Information Form dated March 31, 2022 (the "AIF") and other disclosure documents of Delta 9 filed with the applicable Canadian securities regulatory authorities on SEDAR at www.sedar.com. The risk factors and other factors noted in the AIF and other disclosure documents could cause actual events or results to differ materially from those described in any forward-looking information.