Fincanna Capital Corp. and Astar Minerals Ltd. Announce C$10 Million Brokered Private Placement
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EWS RELEASE
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ot for distribution to United States newswire services or for dissemination in the United States.
FINCANNA CAPITAL CORP. AND ASTAR MINERALS LTD. ANNOUNCE C$10 MILLION
BROKERED PRIVATE PLACEMENT
Vancouver, British Columbia, July 19, 2017 – FinCanna Capital Corp. (“FinCanna”) and Astar
Minerals Ltd. (“Astar ”) are pleased to announce that they have entered into an engagement agreement
with Canaccord Genuity Corp. (the " Agent"), which will be superceded by an agency agreement,
whereby the Agent will act as lead agent to sell, on a commercially reasonable efforts private placement
basis, up to 20,000,000 Subscription Receipts of FinCanna (the "Subscription Receipts") at a price of
C$0.50 per Subscription Receipt (the " Issue Price") for aggregate gross proceeds of up to C$10,000,000
(the “Offering”). The Offering will be conducted concurrently with the non-brokered private placement
and bridge loan financing announced on July 13, 2017.
Andriyko Herchak, President & CEO of FinCanna, s tates, “We are very pleased to welcome Canaccord
Genuity’s participation in our recently announced financing where they will be leading a brokered equity
initiative in conjunction with our non-brokered equity and bridge loan capital raise.”
Each Subscription Receipt issued in connection with the Offering will be automatically converted,
immediately before the completion of the acquisition of FinCanna by Astar by way of a plan of
arrangement (the “Transaction”), as announced on July 13, 2017 , into one common share of FinCanna
without further payment or action on the part of the holder upon satisfaction of the escrow release
conditions, which include, amongst other things, that all conditions precedent to the completion of the
Transaction, other than the release of the escrowed funds raised pursuant to the Offering, shall have been
satisfied to the satisfaction of the Agent or waived by the Agent, including the receipt of all governmental,
stock exchange and shareholder approvals. Pursuant to the terms of the Transaction, the common shares
of FinCanna will be exchanged for common shares of Astar, as the “Resulting Issuer” upon completion of
the Transaction, on a one for one basis and the Resulting Issuer’s common shares shall be listed and
posted for trading on the Canadian Securities Exchange (the “CSE”).
The Agent has been granted the option (the " Agent's Option ") to sell up to an additional 3,000,000
Subscription Receipts at the Issue Price per Subscription Receipt, exercisable in whole or in p art at any
time up to 48 hours prior to the closing of the Offering.
On closing of the Offering, the gross proceeds, less the Agent’s fees and expenses, shall be deposited in
escrow and will be released therefrom to FinCanna immediately prior to the effect ive time of the
Transaction, which is anticipated to occur on or before September 30, 2017, upon satisfaction of cert ain
escrow release conditions. Should the escrow release conditions not be satisfied by December 31, 2017,
the escrowed funds, together wit h accrued interest earned thereon shall be returned to the holders of the
Subscription Receipts and the Subscription Receipts shall be cancelled.
ASTAR MINERALS LTD.
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The Resulting Issuer intends to use the net proceeds of the Offering for financing the development of the
medical cannabis facility in Coachella as well as to pursue new potential investment opportunities in the
medical cannabis industry and for working capital and general corporate purposes.
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bout FinCanna Capital Corp.
FinCanna, is a royalty investment company for licensed medical cannab is, primarily in the U.S. 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 cultiv ation, extractio n, manufacturing, testing and
distribution. For additional information visit www.fincannacapital.com .
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or further information please contact:
FinCanna Capital Corp.
Andriyko Herchak
778-384-4447
or
Leighton Bocking
604-891-1290
Astar Minerals Ltd
Stephen Stanley
604-864-7550
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either the TSX Venture Exchange or the CSE in any way passed upon the merits of the Offering, the
Transaction or the listing of the common shares of the Resulting Issuer (the “Resulting Issuer Shares”) ,
and has neither approved nor disapproved the contents of this news release. Approval of the CSE for the
listing of the Resulting Issuer Shares will be subject to, among other things, the Resulting Issue r
satisfying the listing requirements of the CSE. There can be no assurance that the approval of the CSE
regarding the listing of the Resulting Issuer Shares will be obtained.
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his news release does not constitute an offer to sell or a solicitation of an offer to sell any of the
securities in the United States. The 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 may
not be offered or sold within the United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
All information contained in this news release with respect to Asta r and FinCanna was supplied by the
parties, respectively, for inclusion herein, and each parties’ directors and officers have relied on the
other party for any information concerning such party.
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ward-Looking Information
This news release contains forward-looking information based on current expectations. Statements about,
among other things, the closing of the Transaction, expected terms and conditions of the Transaction ,
future developments and the business and operations of the Resulting Issuer, the completion, terms and
size of the Offering and the use of proceeds of the Offering and listing on the CSE are all forward-looking
information. These statements should not be read as guarantees of future performance or results. Such
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statements involve know n and unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different from those implied by such statements.
Such factors include, but are not limited to: the ability to find suitable subscribers for the Offering and
the parties’ ability to satisfy various closing conditions of the Transaction, including receipt of all
regulatory and shareholder approvals. Although such statements are based on management’s reasonable
assumptions at the dat e such statements are made, there can be no assurance that the Offering or the
Transaction will occur or that, if the Offering and Transaction do occur, they will be completed on the
terms described above and that such forward- looking information will prov e to be accurate, as actual
results and future events could differ materially from those anticipated in such forward- looking
information. Accordingly, readers should not place undue reliance on the forward- looking information.
Astar and FinCanna assume no responsibility to update or revise forward -looking information to reflect
new events or circumstances unless required by applicable law.