TORONTO, ONTARIO--(Marketwired - Aug. 31, 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 the closing of the
second tranche (the "Second Tranche") of its previously announced non-brokered private placement of up to
42,857,143 common shares at a price of CAD$0.35 per share (the "Offering"). The Second Tranche closed today and resulted in
the issuance by the Company of 22,902,359 common shares at a price of CAD$0.35 per share for gross proceeds of approximately
CAD$8,015,825.65, which, when added to the total gross proceeds of the first tranche, result in total gross proceeds to date of
approximately CAD$14,575,998.85 for the Offering. The proceeds of the Offering will be used for the financing by the Company of
its acquisition of Peace Naturals Project Inc. and general corporate purposes.
An Insider (as defined in Policy 1.1 of the TSX-V) subscribed for 1,430,775 common shares (the "Insider
Shares") in this Second Tranche. Such subscription constitutes a related party transaction within the meaning of Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 -
Protection of Minority Security Holders in Special Transactions of the TSX-V (the "Related Party Transactions"). In
connection with the Related Party Transaction, 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
section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted on the Toronto Stock Exchange, Aequitas NEO
Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of
Canada. Additionally, the Company is exempt from the minority shareholder approval requirement under MI 61-101 in reliance on
section 5.7(1)(a) of MI 61-101 as neither the fair market value of the Insider Shares nor the fair market value of the
consideration therefor exceeds 25% of the Company's market capitalization. Members of the Board of Directors of the Company
unanimously approved the Second Tranche and the Related Party Transaction. A material change report in respect of the Related
Party Transaction will be filed by the Company but could not be filed earlier than 21 days prior to its completion due to the
fact that the transaction is still subject to confirmation by the TSX-V of the suitability of the acquirer of the Insider
Shares.
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.
About PharmaCan Capital Corp.
PharmaCan Capital Corp. is a holding company for Licensed Producers under Canada's Marihuana for Medical Purposes
Regulations (MMPR). With interests in five Licensed producers and three license applicants, PharmaCan is focused on building
iconic brands providing patients with compassionate, personalized care.
Forward-Looking Statements
This news release contains "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.