Shogun Capital Corp.
TSX VENTURE : SHO.H
NEX BOARD : SHO.H

International Cannabis Corp

September 08, 2016 12:54 ET

Shogun Capital Corp. and International Cannabis Corp Announce Closing of Previously Announced Cdn.$13,000,000 Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA and MONTEVIDEO, URUGUAY--(Marketwired - Sept. 8, 2016) - Shogun Capital Corp. ("Shogun") (NEX:SHO.H) and International Cannabis Corp ("ICC") are pleased to announce the closing of the previously announced best efforts private placement (the "Offering") of subscription receipts ("Subscription Receipts") of ICC. Pursuant to the Offering, ICC issued 32,500,000 Subscription Receipts at a price of Cdn.$0.40 per Subscription Receipt (the "Issue Price") for gross proceeds of Cdn.$13,000,000. The syndicate for the Offering was comprised of GMP Securities L.P. as lead agent and sole bookrunner and Mackie Research Capital Corporation (the "Agents"). Each Subscription Receipt is convertible into one common share in the capital of ICC (the "ICC Common Shares").

The Agents are entitled to receive a cash commission of Cdn.$910,000 upon satisfaction of the escrow release conditions. In addition, immediately prior to the satisfaction of the escrow release conditions, the Agents are entitled to receive 2,275,000 non-transferable broker warrants ("ICC Broker Warrants"), each ICC Broker Warrant being exercisable for one ICC Common Share for a period of 24 months from the date that the Resulting Issuer Shares (as defined below) are listed on the TSX Venture Exchange.

At the effective time of the completion of Shogun's proposed Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange) with ICC (the "Proposed Transaction"): (i) each ICC Common Share acquired upon conversion of the Subscription Receipts will be automatically exchanged for 0.8 of a freely trading common share in the capital of Shogun (each whole common share in the capital of Shogun, a "Resulting Issuer Common Share"); and (ii) each ICC Broker Warrant will be exchanged for one broker warrant of Shogun (a "Resulting Issuer Broker Warrant"), with each Resulting Issuer Broker Warrant entitling the holder thereof to acquire 0.8 of a Resulting Issuer Common Share at a price of $0.50 per whole Resulting Issuer Share for a period of 24 months from the date that the Resulting Issuer Shares are listed on the TSX Venture Exchange.

ICC intends to use the net proceeds from the Offering for the construction of facilities necessary for the production and processing of recreational cannabis, medicinal cannabis and industrial hemp pursuant to licences and authorizations issued by the Uruguayan government, and general corporate purposes.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Certain information in this press release may contain forward-looking statements, including statements regarding the completion of the Qualifying Transaction. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Shogun assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Shogun. Additional information identifying risks and uncertainties is contained in filings by Shogun with the Canadian securities regulators, which filings are available at www.sedar.com.

The outstanding common shares of Shogun will remain halted until completion of the Qualifying Transaction. Shogun is a reporting issuer in Alberta and British Columbia.

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