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

August 22, 2016 13:16 ET

Shogun Capital Corp. and International Cannabis Corp Announce Terms and Increase of Previously Announced Brokered Private Placement to $13,000,000

VANCOUVER, BRITISH COLUMBIA and MONTEVIDEO, URUGUAY--(Marketwired - Aug. 22, 2016) - Shogun Capital Corp. ("Shogun") (NEX:SHO.H) and International Cannabis Corp ("ICC") are pleased to announce the pricing terms and an increase in the size of the previously announced best efforts private placement (the "Offering") of subscription receipts ("Subscription Receipts") of ICC. Pursuant to the Offering, ICC will issue up to 32,500,000 Subscription Receipts at a price of Cdn.$0.40 per Subscription Receipt (the "Issue Price") to raise gross proceeds of up to Cdn.$13,000,000, an increase from the previously announced offering of up to Cdn.$6,500,000 in gross proceeds. The syndicate for the Offering is 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"). 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"), the ICC Common Shares acquired upon conversion of the Subscription Receipts will be automatically exchanged for freely trading common shares of Shogun (the "Resulting Issuer Shares") at an exchange ratio of one Resulting Issuer Share for each 1.25 ICC Common Shares (the "Exchange Ratio") without payment of any additional consideration or any further action on the part of the holder thereof.

The Agents are entitled to receive a cash commission equal to 7.0% of the aggregate gross proceeds of the sale of Subscription Receipts upon satisfaction of the escrow release conditions. In addition, upon the closing of the Offering, the Agents will be granted non-transferable broker warrants ("ICC Broker Warrants") equal to 7.0% of the aggregate number of Subscription Receipts issued, each ICC Broker Warrant being exercisable for one ICC Common Share for a period of 24 months from the date of issuance at the Issue Price. At the effective time of the completion of the Proposed Transaction, each ICC Broker Warrant will be exchanged into one broker warrant of the Resulting Issuer (each a "Resulting Issuer Broker Warrant"). Each Resulting Issuer Broker Warrant will entitle the holder thereof to subscribe for that number of Resulting Issuer Shares equal to the number of Resulting Issuer Shares issued in exchange for each ICC Common Share pursuant to the Qualifying Transaction at an exercise price per Resulting Issuer Share equal to the Issue Price multiplied by the Exchange Ratio for a period of two years from the date of issue.

ICC intends to use the net proceeds from the Private Placement for the construction of facilities necessary from 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. 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 Shogun Common Shares will remain halted until such time as permission to resume trading has been obtained from the TSX Venture Exchange. Shogun is a reporting issuer in Alberta and British Columbia.

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