Not for distribution to United States
newswire services or for dissemination in the United
States.
FinCanna Capital Corp. (“
FinCanna”) and Astar
Minerals Ltd. (“
Astar”) formerly (TSX-V:TAR) are
pleased to announce that further to their news release of July 13,
2017, FinCanna and Astar have completed the contemplated plan of
arrangement (the “
Arrangement”).
Pursuant to the Arrangement, Astar acquired all
of the issued and outstanding common shares of FinCanna in exchange
for common shares of Astar on a one to one basis. In addition, each
outstanding option and warrant to acquire a FinCanna common share
became exercisable for one Astar common share. Under the terms of
the Arrangement, FinCanna became a wholly-owned subsidiary of Astar
and Astar, as the “Resulting Issuer”, will continue on with the
business of FinCanna under the name “FinCanna Capital Corp.” Any
reference to the “Resulting Issuer” in this news release refers to
Astar following completion of the Arrangement and the foregoing
name change.
Further to FinCanna’s news release dated
December 19, 2017, FinCanna issued an aggregate of 12,373,580
subscription receipts (the “Subscription
Receipts”) for gross proceeds of C$6,186,790 (the
“Subscription Receipt Offering”). C$3,000,000 of
the Subscription Receipt Offering was conducted on a brokered basis
led by Canaccord Genuity Corp. (the “Lead Agent”)
and consisted of a consortium of agents including the Lead Agent,
Industrial Alliance Securities Inc. and Sprott Capital Partners.
C$3,186,790 of the Subscription Receipt Offering was conducted on a
non-brokered basis and was led Triview Capital Ltd.
In accordance with their terms, immediately
prior to closing of the Arrangement, each Subscription Receipt was
automatically converted for one FinCanna common share and one-half
of one FinCanna warrant. Upon completion of the Arrangement,
the FinCanna common shares were exchanged for common shares of the
Resulting Issuer on a one for one basis. In addition, each whole
FinCanna warrant is now exercisable for one Resulting Issuer share
at an exercise price of C$0.75 until December 22, 2019.
In addition, the previously issued FinCanna
convertible debentures (the “Debentures”) in the
aggregate principal amount of C$945,443 also converted into units
of the Resulting Issuer (“Units”) at a conversion
price of C$0.50 per Resulting Issuer share. Each Unit
consists of one common share of the Resulting Issuer and one-half
of one warrant, with each whole warrant being exercisable into a
common share of the Resulting Issuer at an exercise price of C$0.75
until December 22, 2019.
The total aggregate gross proceeds from the sale
of the Debentures and Subscription Receipts was C$7,132,233.
Due to TSX Venture Exchange
(“TSX-V”) policies prohibiting the listing of
issuers with business activities in the U.S. cannabis sector, the
Resulting Issuer has delisted its common shares from the TSX-V and
applied to list on the Canadian Securities Exchange
(“CSE”).
The Resulting Issuer has been conditionally
approved for listing on the CSE and it is anticipated that the
common shares of Resulting Issuer will begin trading on the CSE on
December 29, 2017 under CUSIP 31773B105.
On December 27, 2017, FinCanna issued a total of
3,350,000 incentive stock options with an exercise price of $0.50
per Resulting Issuer share, including 300,000 incentive stock
options to Kin Communications who has been engaged as FinCanna’s
investor relations firm, and the remainder to executive management,
directors, advisors and consultants.
About FinCanna Capital
Corp.
FinCanna is a royalty company for licensed
medical cannabis, with a focus on California. FinCanna, led by a
team of finance and industry experts is building its portfolio of
investments in scalable, best-in-class projects. FinCanna’s
flagship investment is with Cultivation Technologies Inc.
(“CTI”) to provide funding for its fully-entitled,
large-scale indoor medical cannabis facility to be developed in
Coachella, Southern California. This Coachella Campus will be a
state-of-the-art facility that will include cultivation,
extraction, manufacturing, testing and distribution. For additional
information visit www.fincannacapital.com.
FinCanna Capital Corp. Andriyko Herchak,
CEO & Director
Investor Relations: Caleb Jeffries Kin
Communications 1-866-684-6730 CALI@kincommunications.com
Forward-Looking Information
Information set forth in this news release may
involve forward-looking statements under applicable securities
laws. Forward-looking statements are statements that relate to
future, not past, events. In this context, forward-looking
statements often address expected future business and financial
performance, and often contain words such as "anticipate",
"believe", "plan", "estimate", "expect", and "intend", statements
that an action or event "may", "might", "could", "should", or
"will" be taken or occur, or other similar expressions. All
statements, other than statements of historical fact, included
herein including, without limitation; statements about how the
Company will use proceeds of offerings, the Company’s future plans
and its goals and expectations are forward-looking statements. By
their nature, forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements, or other future events, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the risks
identified in the CSE listing statement and other reports and
filings with the applicable Canadian securities regulators.
Forward-looking statements are made based on management's beliefs,
estimates and opinions on the date that statements are made and the
respective companies undertakes no obligation to update
forward-looking statements if these beliefs, estimates and opinions
or other circumstances should change, except as required by
applicable securities laws. Investors are cautioned against
attributing undue certainty to forward-looking statements. The
Company assumes no responsibility to update or revise
forward-looking information to reflect new events or circumstances
unless required by applicable law.