SOURCE: PharmaCan Capital Corp.

PharmaCan Capital Corp.

October 09, 2015 08:30 ET

PharmaCan Announces Barnes Family Trust Receives Offer to Purchase Its Interest in the Peace Naturals Project, and PharmaCan Announces Non-Brokered Private Placement of up to $2 Million

TORONTO, ON--(Marketwired - October 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 that the Barnes Family Trust ("BFT") entered into a Share Purchase Agreement ("SPA") to sell 100% of the BFT's interest in the Peace Naturals Project Inc.

PharmaCan possesses a Right of First Refusal ("ROFR") that enables it to purchase all of the shares that are owned by the BFT. The Company is analyzing this opportunity and must declare its intended course of action to the BFT on or before October 15th, 2015.

The BFT owns shares and warrants that represent approximately 48.4% of the issued and outstanding shares in the capital of the Peace Naturals Project Inc. PharmaCan owns shares that represent approximately 25.0% of the Peace Naturals Project Inc. PharmaCan Capital also possesses certain "Tag-along" and "Drag-along" rights allowing it to deal with 100% of the issued and outstanding shares in the capital of the Peace Naturals Project Inc.

Non-Brokered Private Placement

PharmaCan Capital is pleased to announce a non-brokered private placement offering (the "Offering") to raise up to $2,000,000 through the issuance of up to 7,017,544 of common share units (the "Units").

Each Unit is priced at $0.285 per Unit and consists of one common share of the Company and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one common share at a price of $0.31 per share for a period of five years following the closing of the Offering.

Closing of the Offering, which is expected to occur on or about October 16, 2015, is subject to customary conditions, including the acceptance of the TSX Venture Exchange. A first tranche of $1.5 million was closed on October 8, 2015 and the Company is currently fulfilling the second tranche of its Private Placement financing.

The proceeds of the private placement will be used for general working capital purposes.

All securities issued in connection with the Offering are subject to a regulatory hold period of four months and a day in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws, and such further restrictions as may apply under foreign securities laws. Completion of the financing is subject to final approval of the TSX Venture Exchange.

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.

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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