Fincanna Capital Corp. and Astar Minerals Ltd. Enter into Binding Agreement to Complete Reverse Take-over
ASTAR MINERALS LTD.
NEWS RELEASE
FINCANNA CAPITAL CORP. AND ASTAR MINERALS LTD. ENTER INTO BINDING
AGREEMENT TO COMPLETE REVERSE TAKE-OVER
Vancouver, British Columbia, July 13, 2017 – FinCanna Capital Corp. (“FinCanna” or the
“Company”) and Astar Minerals Ltd. (“ Astar”) are pleased to announce that they have entered into a
binding agreement (the “Agreement”) dated July 11, 2017 pursuant to wh ich Astar will acquire all of the
issued and outstanding common shares of FinCanna in exchange for common shares of Astar, on a one to
one basis (the “ Transaction”). In addition, each outstanding option a nd warrant to acquire a FinCanna
common share will become exercisable for one Asta r common share. The proposed transaction will be
carried out by way of a plan of arrangement, pursu ant to which FinCanna will become a wholly-owned
subsidiary of Astar. As a result of the Transaction, Astar, as the “Resulting Issuer”, will continue on with
the business of FinCanna under the name “FinCanna Capital Corp.”
Astar is a reporting issuer in the Provinces of Br itish Columbia, Ontario and Alberta and its common
shares are currently listed on the TSX Venture Exchange (“ TSX-V”). As contemplated by the Agreement,
FinCanna and Astar intend to apply to delist the common shares of Astar from the TSX-V and apply to the
Canadian Securities Exchange (“CSE”) for the listing of the common shares of the Resulting Issuer upon
the completion of the Transaction (the “ Listing”). Astar has no commercial operations and has no assets
other than cash.
FinCanna, a privately held company incorporated under the Business Co rporations Act (British
Columbia), is a royalty investment company for licen sed medical cannabis, primarily in the U.S. with a
focus on California. The Company, led by a team of finance and industry experts is building its portfolio
of investments in scalable, best-in-class projects. Fi nCanna’s flagship investment is with Cultivation
Technologies Inc. (“ CTI”) to provide funding for its fully-en titled, 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. FinCanna has
raised over C$6,500,000 to date approximately half of which has been used to fund its investment in CTI.
Andriyko Herchak, President, CEO and Director of FinCanna commented, “We are very pleased to
announce our RTO and flagship investment in California, the largest market in North America. We have
locked-in with a best-in-class operator in California to capitalize on a generational financial opportunity.
Our royalty model is a very attractive financing soluti on to both FinCanna and operators as we continue to
expand our portfolio of investments in sizable and scalable projects.”
The Transaction is subject to, among other things, receipt of the requisite shareholder approvals, regulatory
approvals, including approval of the TSX-V and the CSE, and additional conditions, as described in the
Agreement. Prior to the completion of the Transaction, Astar will call a meeting of its shareholders for the
purpose of approving, among other matters, (i) the elec tion of nominees of FinCanna to the board of
directors of Astar and (ii) certain amendments to the articles of Astar.
In connection with the Transaction, FinCanna rece ived a fairness opinion fr om Evans & Evans with
respect to the fairness, from a fina ncial point of view, of the exchange ratio in the Transaction to the
shareholders of FinCanna, other than affiliates of Astar. Evans & Evans, Inc. is a Canadian advisory firm
with offices and affiliates in Canada, the U.S. and As ia that offer a range of independent and advocate
services that include, Valuation and Fairness Opini ons, Business Due Diligence, Business Planning and
Research and Market and Competitive Research.
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In relation to the Transaction, FinCanna inte nds to undertake an equity financing (the “ RTO Equity
Financing”) for aggregate proceeds of C$10 million. The RTO Equity Financing will be completed by
way of an issuance of subscription receipts, with each subscription receipt being issued for C$0.50
entitling the holder to one FinCanna common share upon conversion in accordance with its terms. The
proceeds from the sale of the subscription receipts w ill be placed in escrow with an escrow agent and
released upon satisfaction of the release condition, whic h shall occur immediately prior to the closing of
the Transaction. Upon closing of the Transaction, a ll common shares of FinCanna issued in connection
with the RTO Equity Financing will automatically be exchanged for common shares of the Resulting
Issuer on the same terms as the other existing FinCanna common shares.
In conjunction with the RTO Equity Financing, FinCa nna intends to undertake a bridge loan financing of
convertible debentures (the “ Bridge Loan Financing ”). As further consideration for participating in the
Bridge Loan Financing, investors will also receive on e-half of one warrant for each C$0.50 of investment.
The principal amount of each convertible debenture w ill be convertible into a unit of FinCanna (a “ Unit”)
consisting of one common share of FinCanna and one-h alf of one warrant of FinCanna (each full warrant,
a “Unit Warrant”) at a conversion price of C$0.50 per Unit immediately prior to the completion of the
Transaction. Each Unit Warrant shall be exercisable in to one common share of FinCanna at an exercise
price of C$0.75 for a period of two years. The Bridge Loan Financing will be closed as soon as practicable
and is viewed by the Company as strategic in fac ilitating its ability to immediately capitalize on additional
investment opportunities within the cannabis sector and to close the Transaction.
The net proceeds of the RTO Equity Financing and the Bridge Loan Financing may be used to provide
funding to advance the development of the medical cannabis facility in Coachella as well as pursue new
potential investment opportunities in the medical ca nnabis industry, and to fund the operations of
FinCanna.
Further Information
A copy of the Agreement has been filed on Astar’s SEDAR profile at www.sedar.com. Further details
about the Transaction and the resulting issuer will be provided in an information circular and listing
statement prepared and filed by Astar in respect of the Transaction.
Investors are cautioned that, except as disclosed in th e information circular and listing statement to be
prepared in connection with the Transaction, any info rmation released or received with respect to the
Transaction may not be accurate or complete and should not be relied upon.
About FinCanna Capital Corp.
FinCanna, is a royalty investment company for licensed medical cannabis, primarily in the U.S. with a
focus on California. The Company, led by a team of finance and industry experts is building its portfolio
of investments in scalable, best-in-class projects. Fi nCanna’s flagship investment is with Cultivation
Technologies Inc. (“CTI”) to provide funding for it s 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
For further information please contact:
FinCanna Capital Corp.
Andriyko Herchak
778-384-4447
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or
Leighton Bocking
604-891-1290
Astar Minerals Ltd
Stephen Stanley
604-864-7550
Neither the TSX-V or the CSE in any way passed upon th e merits of the Transaction or the listing of the
Astar Shares, and has neither approved nor disappr oved the contents of this news release . Approval of the
CSE for the listing of the Astar shares will be subject to, among other things, the resulting issuer satisfying
the listing requirements of the CSE. There can be no a ssurance that the approval of the CSE regarding the
listing of the Astar shares will be obtained.
This news release does not constitute an offer to se ll 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 th e United States or to U.S. Pers ons 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 w ith 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 inform ation based on current expectations. Statements about,
among other things, the closing of the Transaction, expected terms and conditions of the Transaction, the
number of securities of Astar that may be issued in connection with the Transaction, future developments
and the business and operations of FinCanna Capital Corp., the completion, terms and size of the RTO
Equity Financing, the completion, terms and size of FinCanna’s Bridge Loan Financing, the use of
proceeds of the financings, de-listing from the TSX- V and listing on the CSE, shareholder approval and
the parties’ ability to satisfy various closing and financing conditions and receive necessary regulatory
approvals are all forward-looking information. Th ese statements should not be read as guarantees of
future performance or results. Such statements involve known and unk nown risks, uncertainties and other
factors that may cause actual results, performance or achievements to be materi ally different from those
implied by such statements. Such factors include, but are not limited to: general business, economic,
competitive, political and social uncertainties, uncert ain capital markets; and delay or failure to receive
board, shareholder or regulatory approvals. Alth ough such statements are based on management’s
reasonable assumptions at the date such statements are made, there can be no assurance that the
Transaction will occur or that, if the Transaction does occur, it will be complete d on the terms described
above and that such forward-looking information will pr ove 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 forwar d-looking information. Astar and FinCanna assume
no responsibility to update or revise forward-looking in formation to reflect new events or circumstances
unless required by applicable law.