SOURCE: Astar Minerals Ltd.

Astar Minerals Ltd.

SOURCE: FinCanna Capital Corp.

FinCanna Capital Corp.

July 13, 2017 09:00 ET

FinCanna Capital Corp. and Astar Minerals Ltd. Enter Into Binding Agreement to Complete Reverse Take-Over

VANCOUVER, BC--(Marketwired - 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 which 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 and warrant to acquire a FinCanna common share will become exercisable for one Astar common share. The proposed transaction will be carried out by way of a plan of arrangement, pursuant 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 British 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 Corporations Act (British Columbia), 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. 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. 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 solution 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 election 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 received a fairness opinion from Evans & Evans with respect to the fairness, from a financial 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 Asia that offer a range of independent and advocate services that include, Valuation and Fairness Opinions, Business Due Diligence, Business Planning and Research and Market and Competitive Research.

In relation to the Transaction, FinCanna intends 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 will be placed in escrow with an escrow agent and released upon satisfaction of the release condition, which shall occur immediately prior to the closing of the Transaction. Upon closing of the Transaction, all 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, FinCanna 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 one-half of one warrant for each C$0.50 of investment. The principal amount of each convertible debenture will be convertible into a unit of FinCanna (a "Unit") consisting of one common share of FinCanna and one-half 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 into 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 facilitating 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 cannabis 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 the information circular and listing statement to be prepared in connection with the Transaction, any information 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. 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-V or the CSE in any way passed upon the merits of the Transaction or the listing of the Astar Shares, and has neither approved nor disapproved 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 assurance 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 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, 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. 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: general business, economic, competitive, political and social uncertainties, uncertain capital markets; and delay or failure to receive board, shareholder or regulatory 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 Transaction will occur or that, if the Transaction does occur, it 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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