SOURCE: PharmaCan Capital Corp.

PharmaCan Capital Corp.

May 27, 2016 16:08 ET

PharmaCan Announces Tranche of Private Placement

TORONTO, ON--(Marketwired - May 27, 2016) -  

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

PharmaCan Capital Corp. ("PharmaCan" or the "Company") (TSX VENTURE: MJN) - is pleased to announce the closing of second and final tranche of the previously announced non-brokered private placement offering (the "Offering") with the issuance of an additional 21,621,613 common share units (the "Units") for gross proceeds of $4,000,000. The first tranche of the Offering closed on May 13, 2016 with gross proceeds of $2,000,000, for aggregate gross proceeds of $6,000,000.

Each Unit is priced at $0.185 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 $0.245 per share for a period of five years following the closing of the Offering.

Two insiders of the Company subscribed for a total of 5,475,997 Units, for aggregate subscription proceeds of $1,013,059, each constituting a "related party transaction" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61- 101. The Company is exempt from the formal valuation requirement of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval relying on sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Units nor the consideration received in respect thereof from interested parties exceeds $2,500,000, (ii) the Company has one or more independent directors who are not employees of the Company, and (iii) all of the independent directors have approved.

A material change report was not filed 21 days prior to the closing of the Offering as insider participation had not been established at that time.

Closing of the Offering is subject to customary conditions, including the acceptance of the TSX Venture Exchange.

The proceeds of the Offering will be used for debt reduction and 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 licensed to produce medical marihuana pursuant to Canada's MMPR.

Forward Looking Statements

This news release may contain "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements about strategic plans, including the Company's ability to implement its business development strategy. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. All forward-looking information contained in this news release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. Except as required by law, PharmaCan disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise. Readers are cautioned not to put undue reliance on these forward-looking statements. This news release contains information obtained by the Company from third parties, including but not limited to market data. The Company believes such information to be accurate but has not independently verified such information. To the extent such information was obtained from third party sources, there is a risk that the assumptions made and conclusions drawn by the Company based on such representations are not accurate.

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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