SOURCE: Astar Minerals Ltd.

Astar Minerals Ltd.

SOURCE: FinCanna Capital Corp.

FinCanna Capital Corp.

July 19, 2017 08:00 ET

FinCanna Capital Corp. and Astar Minerals Ltd. Announce C$10 Million Brokered Private Placement

VANCOUVER, BC--(Marketwired - July 19, 2017) -

Not for distribution to United States newswire services or for dissemination in the United States.

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 (the "Agent"), which will be superceded by an agency agreement, whereby the Agent will act as lead agent to sell, on a commercially reasonable efforts private placement basis, up to 20,000,000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, states, "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 part 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 effective time of the Transaction, which is anticipated to occur on or before September 30, 2017, upon satisfaction of certain escrow release conditions. Should the escrow release conditions not be satisfied by December 31, 2017, the escrowed funds, together with accrued interest earned thereon shall be returned to the holders of the Subscription Receipts and the Subscription Receipts shall be cancelled.

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.

About FinCanna Capital Corp.

FinCanna, is a royalty investment company for licensed medical cannabis, 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 cultivation, extraction, manufacturing, testing and distribution. For additional information visit www.fincannacapital.com.

Neither 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 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 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 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 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 date 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 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.

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