FinCanna Capital Corp. Completes Reverse Take-over Transaction
NEWS RELEASE
Not for distribution to United States newswire services or for dissemination in the United States.
FinCanna Capital Corp. Completes Reverse Take-over
Transaction
Vancouver, British Columbia, December 27 , 2017 – FinCanna Capital Corp. (“FinCanna”) and Astar
Minerals Ltd. (“ Astar”) (formerly TSX.V: TAR) are pleased to announce t hat 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 o f 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, 201 7, 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 le d 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 com pletion 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 exerciseable 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 delist ed 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 i t 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 exer cise
price of $0.50 per Resulting Issuer share, including 3 00,000 ince ntive 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
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 s ecurities 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.