SOURCE: PharmaCan Capital Corp.

PharmaCan Capital Corp.

July 14, 2016 21:44 ET

PharmaCan Enters Into Share Purchase Agreement to Acquire Peace Naturals Project; Announces Proposed Private Placement of Shares

TORONTO, ON--(Marketwired - July 14, 2016) -

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

PharmaCan Capital Corp. (TSX VENTURE: MJN) ("PharmaCan" or the "Company") is pleased to announce that it has entered into a share purchase agreement to acquire all of the shares of Peace Naturals Project Inc. ("Peace") through the Company's wholly-owned subsidiary, Hortican Inc. ("Hortican"). Hortican already owns approximately 26% of the outstanding shares of Peace. The Barnes Family Trust, the largest shareholder of Peace, has agreed to sell all of its shares of Peace and has agreed to exercise its right to compel the other shareholders to sell their shares to Hortican under the Peace unanimous shareholders agreement.

Under the purchase agreement, the enterprise value of Peace is $22 million. On closing, the Company expects to pay approximately $9.5 million in cash to the Peace shareholders (other than Hortican) to complete the transaction, subject to certain adjustments. The closing is expected to occur before the end of the third quarter, subject to a number of conditions, including the completion of due diligence by the Company.

The Acquisition

With its state-of-the-art production facilities spanning approximately 38,000 sq. ft. that rest on 95 acres of land in Southern Ontario, Peace represents a significant boon to production capacity and expansion potential for PharmaCan. Once fully operational, the existing facilities will be capable of producing 3,000 kg annually. Peace, a pioneer in Canada's Marihuana for Medical Purposes Regulations (the "MMPR"), was the first non-incumbent applicant licensed to produce and sell medical cannabis in Canada and the first company granted a cannabis extracts sales license.

"We are beyond thrilled about the significant turning point this acquisition represents for the Company," said PharmaCan board member, Jason Adler. "This transaction reflects the rebirth of two pioneering cannabis enterprises. Peace will bring its cultivation expertise and strong brand and ethos to the table, while PharmaCan's new leadership will provide the vision, professional talent and resources necessary to capitalize on its extraordinary foundation. Peace's unmatched dedication to the integrity of their production standards and their mission to serve with care and compassion is reflective of our sense of purpose. We plan to build a company that will benefit the well-being of countless Canadians as well as the Company's shareholders, employees, neighbors and others who are making this phenomenal turn-around possible."

The Company currently owns 100% of licensed producer In The Zone Produce Ltd. ("ITZ"), which operates a newly renovated production facility located on 14 acres in British Columbia. ITZ's first harvest is near completion, and the Company anticipates requesting a Health Canada inspection for the issuance of a sales license before the end of the summer. Additionally, the Company owns stakes in a number of other companies involved with medical cannabis production, most notably its 21% stake in Whistler Medical Marijuana Corporation, a thriving premium BC licensed producer.

"This acquisition marks a significant step in the transformation of the Company," said Mike Gorenstein, CEO of PharmaCan. "PharmaCan will become the first bi-coastal cannabis portfolio in the Canadian market and an industry leader in product quality, compliance and scalability. This is an exciting new chapter for PharmaCan, which will be rebranded to reflect the new senior leadership team's vision and direction for the Company. We believe the MMPR program is the gold standard globally with respect to regulatory framework and quality, and we plan to leverage our position as an industry leader to scale into international markets. This is only the first step. It's going to be an exciting summer. Stay tuned… "

PharmaCan is represented by SkyLaw Professional Corporation in connection with the acquisition, Peace is represented by Goodmans LLP and The Barnes Family Trust is represented by Dentons Canada LLP.

Private Placement Financing

The Company expects to issue up to 42,857,143 common shares at a price of $0.35 per share for total gross proceeds of up to $15,000,000 in a non-brokered private placement.

Proceeds from the private placement will be used to finance the acquisition of Peace and for general corporate purposes. The private placement is integral to the acquisition of Peace and therefore the Company expects to rely on the 'part and parcel pricing' exemption allowed by the TSX Venture Exchange.

Approvals

The acquisition and private placement are subject to certain conditions, including receipt of all necessary consents and regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued under the private placement will be subject to a hold period of four months from the date of issuance of the securities.

About PharmaCan Capital

PharmaCan Capital Corp. owns interests in five companies licensed, and three companies seeking a license, to produce medical marijuana pursuant to Canada's MMPR. PharmaCan is focused on building iconic brands with a culture focused on providing patients with compassionate, personalized care.

For more information, please visit http://pharmacancapital.com/

About Peace Naturals Project Inc.

The Peace Naturals Project is a socially responsible company based on principles of integrity, transparency, security, compliance and environmental sustainability. It is the first non-incumbent applicant to be granted a license under the MMPR and the first company licensed to retail medicinal Cannabis oils.

Peace's therapeutic Cannabis strains are grown using natural production methods and our premium extracts contain no harmful solvents or by-products. Peace strongly believes in the notion of Whole Health living as a method of improving its clients' overall wellbeing. Peace's dedication to its clients' health includes providing them with informed, considerate and reliable care.

For more information, please visit http://peacenaturals.com/

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 the closing of the acquisition of Peace shares and the proposed private placement of PharmaCan shares. 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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