FinCanna Capital Corp. and Astar Minerals Ltd. Announce Financing Update
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ASTAR MINERALS LTD.
FinCanna Capital Corp. and Astar Minerals Ltd. Announce Financing Update
Not for distribution to United States newswire services or for dissemination in the United States.
Vancouver, British Columbia, September 19, 2017 - FinCanna Capital Corp. (FinCanna), the royalty
company for licensed medical cannabis, and Astar Minerals Ltd. (Astar) report an update to the terms of
the non-brokered subscription receipt financing for gross proceeds of up to C$10,000,000 announced on
July 13, 2017 and the brokered subscription receipt financing for gross proceeds of up to C$10,000,000
announced on July 19, 2017 (collectively, the Financings).
In each of the Financings, FinCanna will issue Subscription Receipts (the Subscription Receipts) at a price
of C$0.50 per Subscription Receipt (the Issue Price). Each Subscription Receipt issued in connection with
the Financings 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 Financings, shall have been satisfied, including the receipt of all governmental, stock
exchange and shareholder approvals. In addition, the terms of the Financings have been revised such
that upon conversion, holders of the Subscription Receipts will also receive one-half of a common share
purchase warrant (a Warrant) with an exercise price of C$0.75 per common share exercisable for a
period of two years.
Astar is a reporting issuer in the Provinces of British Columbia, Ontario and Alberta and its common
shares are currently listed on the TSX Venture Exchange (the TSXV) under the symbol TAR.
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). Each Warrant will become exercisable to acquire one common share of
the Resulting Issuer at the exercise price of C$0.75.
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.
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CONTACT INFORMATION
For 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
Neither the TSXV or the CSE in any way passed upon the merits of the Financings, 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 Issuer 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.
This 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 Astar 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.
Forward-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 Financings and the use of proceeds of the Financings and listing on the
CSE are all forward-looking information. These statements should not be read as guarantees of future
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ASTAR MINERALS LTD.
performance or results. Such statements involve known 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 Financings 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 date such statements are made, there can be no
assurance that the Financings or the Transaction will occur or that, if the Financings and Transaction do
occur, they will be completed on the terms described above and that such forward-looking information
will prove 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.