SOURCE: PharmaCan Capital Corp.

PharmaCan Capital Corp.

November 09, 2015 17:04 ET

PharmaCan Announces Adoption of Shareholder Rights Plan and Changes to the Board of Directors

TORONTO, ON--(Marketwired - November 09, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH UNITED STATES NEWSWIRE SERVICES

PharmaCan Capital Corp. (TSX VENTURE: MJN) ("PharmaCan" or the "Company") announces the Board of Directors has adopted a Shareholders Rights Plan (the "Rights Plan"), and appointed Michael Gorenstein to the Board of Directors, and Ryan Roebuck has resigned as a director of the Company.

Shareholder Rights Plan

On November 6, 2015, the Board of Directors of PharmaCan adopted, subject to regulatory and shareholder approval, the Rights Plan pursuant to a Shareholder Rights Agreement dated November 6, 2015 (the "Effective Date") between PharmaCan and Equity Financial Trust Company (the "Rights Agent"). A copy of the Rights Plan is available on SEDAR at www.sedar.com.

The purpose of the Rights Plan is to protect shareholders from coercive take-over strategies and to give the Board of Directors adequate time to identify and develop alternative strategies, and negotiate in response to any unsolicited take-over bid made for PharmaCan common shares without undue pressure.

The Rights Plan is intended to prevent the acquisition of more than 20% of the outstanding common shares of PharmaCan or relationships that have a similar effect, without the Board of Directors having had the opportunity to review, evaluate and, if appropriate, pursue other alternatives to maximize shareholder value. Under the terms of the Rights Plan, one right has been issued with respect to each common share of PharmaCan issued and outstanding as of the Effective Date and one right will also be issued with respect to any common shares subsequently issued.

The Rights Plan encourages a potential bidder to make a "Permitted Bid", which would have terms and conditions designed to meet the objectives of the Rights Plan, or to negotiate the terms of an offer with the Board. A Permitted Bid under the Rights Plan is a take-over bid that, among other things: is made to all shareholders (other than the bidder) for all of the shares held by them, by way of a take-over bid circular prepared in compliance with applicable securities laws; that remains open for acceptance by shareholders for a minimum of 120 days; is supported by a majority of the shareholders other than the bidder (and its affiliates, associates and joint actors); and that satisfies certain other conditions. The 120-day minimum period that a Permitted Bid must remain open for acceptance is consistent with the proposed amendments to the take-over bid regime published by Canadian securities regulators in March, 2015.

The Rights Plan was not adopted in response to any specific proposal or intention to acquire control of PharmaCan and is not intended to block take-over bids. The Rights Plan is effective immediately subject to acceptance by the TSX Venture Exchange and ratification by shareholders at the next meeting of shareholders.

Appointment of New Director

The Board of Directors of PharmaCan welcomes to the board Mr. Michael Gorenstein.

"We are pleased to have Michael Gorenstein join the board of directors," stated Paul Rosen, President of PharmaCan. "Mr. Gorenstein is a partner at Alphabet Ventures LLC, a multi-strategy investment management firm located in New York City. Prior to Alphabet Management, Michael was the VP and General Counsel of Saiers Capital LLC and a corporate attorney at Sullivan & Cromwell where he focused on Mergers and Acquisitions and Capital Market transactions. Michael graduated from the University of Pennsylvania Law School with a JD, the Wharton School at University of Pennsylvania with a certificate in BEPP and the Kelley School of Business at Indiana University with a BSB in Finance."

The Company also announces it has accepted the resignation of Ryan Roebuck from the Board of Directors.

About PharmaCan Capital Corp.

PharmaCan is a company in the business of investing in companies either licensed, or actively seeking a license, to produce medical marihuana pursuant to Canada's MMPR. PharmaCan has a diversified portfolio of investments including investments in 5 of the 26 companies licensed by Health Canada to produce medical marihuana.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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