September 19 | 2017
FinCanna Capital Corp. (FinCanna), the royalty company for licensed medical cannabis, and Astar Minerals Ltd. (TSXV:TAR) (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.
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.
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 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.