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FinCanna Capital Corp. Completes Reverse Take-over Transaction


December 27, 2017

Vancouver, British Columbia, December 27, 2017 – FinCanna Capital Corp. (“FinCanna”) and Astar Minerals Ltd. (“Astar”) (formerly TSX.V: TAR) are pleased to announce that further to their news release of July 13, 2017, FinCanna and Astar have completed the contemplated plan of arrangement (the “Arrangement”).

Pursuant to the Arrangement, Astar acquired all of the issued and outstanding common shares of FinCanna in exchange for common shares of Astar on a one to one basis. In addition, each outstanding option and warrant to acquire a FinCanna common share became exercisable for one Astar common share. Under the terms of the Arrangement, FinCanna became a wholly-owned subsidiary of Astar and Astar, as the “Resulting Issuer”, will continue on with the business of FinCanna under the name “FinCanna Capital Corp.” Any reference to the “Resulting Issuer” in this news release refers to Astar following completion of the Arrangement and the foregoing name change.

Further to FinCanna’s news release dated December 19, 2017, FinCanna issued an aggregate of 12,373,580 subscription receipts (the “Subscription Receipts”) for gross proceeds of C$6,186,790 (the “Subscription Receipt Offering”). C$3,000,000 of the Subscription Receipt Offering was conducted on a brokered basis led by Canaccord Genuity Corp. (the “Lead Agent”) and consisted of a consortium of agents including the Lead Agent, Industrial Alliance Securities Inc. and Sprott Capital Partners. C$3,186,790 of the Subscription Receipt Offering was conducted on a non-brokered basis and was led Triview Capital Ltd.

In accordance with their terms, immediately prior to closing of the Arrangement, each Subscription Receipt was automatically converted for one FinCanna common share and one-half of one FinCanna warrant.  Upon completion of the Arrangement, the FinCanna common shares were exchanged for common shares of the Resulting Issuer on a one for one basis. In addition, each whole FinCanna warrant is now exercisable for one Resulting Issuer share at an exercise price of C$0.75 until December 22, 2019.

In addition, the previously issued FinCanna convertible debentures (the “Debentures”) in the aggregate principal amount of C$945,443 also converted into units of the Resulting Issuer (“Units”) at a conversion price of C$0.50 per Resulting Issuer share.  Each Unit consists of one common share of the Resulting Issuer and one-half of one warrant, with each whole warrant being exerciseable into a common share of the Resulting Issuer at an exercise price of C$0.75 until December 22, 2019.

The total aggregate gross proceeds from the sale of the Debentures and Subscription Receipts was C$7,132,233.

Due to TSX Venture Exchange (“TSX-V”) policies prohibiting the listing of issuers with business activities in the U.S. cannabis sector, the Resulting Issuer has delisted its common shares from the TSX-V and applied to list on the Canadian Securities Exchange (“CSE”).   

The Resulting Issuer has been conditionally approved for listing on the CSE and it is anticipated that the common shares of Resulting Issuer will begin trading on the CSE on December 29, 2017 under CUSIP 31773B105.

On December 27, 2017, FinCanna issued a total of 3,350,000 incentive stock options with an exercise price of $0.50 per Resulting Issuer share, including 300,000 incentive stock options to Kin Communications who has been engaged as FinCanna’s investor relations firm, and the remainder to executive management, directors, advisors and consultants.  

About FinCanna Capital Corp.

FinCanna is a royalty company for licensed medical cannabis, with a focus on California. FinCanna, led by a team of finance and industry experts is building its portfolio of investments in scalable, best-in-class projects. FinCanna’s flagship investment is with Cultivation Technologies Inc. (“CTI”) to provide funding for its fully-entitled, large-scale indoor medical cannabis facility to be developed in Coachella, Southern California. This Coachella Campus will be a state-of-the-art facility that will include cultivation, extraction, manufacturing, testing and distribution. For additional information visit www.fincannacapital.com.

FinCanna Capital Corp. 
Andriyko Herchak, CEO & Director

Investor Relations:
Caleb Jeffries
Kin Communications
1-866-684-6730
CALI@kincommunications.com

Forward-Looking Information

Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about how the Company will use proceeds of offerings, the Company’s future plans and its goals and expectations are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risks identified in the CSE listing statement and other reports and filings with the applicable Canadian securities regulators. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the respective companies undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.

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