StillCanna Closes Oversubscribed Private Placement of Subscription Receipts for $24,365,000

Vancouver, British Columbia--(Newsfile Corp. - April 25, 2019) - STILLCANNA INC. (CSE: STIL) ("StillCanna" or the "Company") the Company is pleased to announce that further to the Company's press release on March 18, 2019, it closed its oversubscribed private placement (the "Offering") offering of subscription receipts ("Subscription Receipts") for aggregate gross proceeds of approximately $24,365,000. The Offering was led by Canaccord Genuity Corp. (the "Agent").

"Investors in today's cannabis landscape have many options available to them," stated Jason Dussault, Chief Executive Officer of Stillcanna. "Their confidence and support of our Company through this financing is an attribute to the Company's business model and vision. This financing gives the Company the financial means to meet the exciting opportunities it has fostered."

The Company intends to use the net proceeds of the Offering to expand its CBD processing capacity at the Company's facility in Romania, to build out Olimax's CBD extraction facility and agricultural capabilities in Poland along with working capital and general corporate expenditures.

The Company issued 16,409,591 Subscription Receipts pursuant to the brokered portion of the Offering and 4,125,822 Subscription Receipts pursuant to the non-brokered portion of the Offering being an aggregate 21,187,587 Subscription Receipts at a price of $1.15 per Subscription Receipt (the "Issue Price"). Each Subscription Receipt entitles the holder thereof to receive, upon satisfaction of certain escrow release conditions (including the completion of the Olimax transaction previously announced on March 18, 2019) and without payment of any additional consideration or any further action on the part of each holder thereof, one unit of StillCanna (each a "Unit"). StillCanna anticipates closing the Olimax transaction within the first half of May, 2019. Each Unit will consist of one common share of the Company ("Common Share") and one-half of one Common Share purchase warrant (each a "Warrant"). Each Warrant will be exercisable to acquire one Common Share for a period of 12 months from the date the escrow release conditions are satisfied at an exercise price of $1.73. If the escrow release conditions are not satisfied by June 30, 2019, the Subscription Receipts will be cancelled, and all proceeds from the brokered financing will be returned to subscribers.

All securities issued pursuant to the Financing will be subject to a four-month-and-one-day hold period from the closing date, in accordance with applicable Canadian securities laws.

As consideration for their services in connection with the Offering, the Agent was paid a commission equal to 7.0% of the gross proceeds of the brokered portion of the Offering and also received warrants (the "Compensation Warrants") to acquire that number of Units which is equal to 7.0% of the aggregate number of Subscription Receipts sold under the brokered portion of the Offering. Each Compensation Warrant is exercisable at the Issue Price for a period of 12-months following the date the escrow release conditions are satisfied. The Agent also received an advisory fee of $384,628.68 and 334,460 advisory warrants (the "Advisory Warrants") in connection with the Offering. Each Advisory Warrant is exercisable at the Issue Price for a period of 12-months following the date the escrow release conditions are satisfied.

ABOUT STILLCANNA INC.

StillCanna Inc. (CSE: STIL) (www.stillcanna.com) is a Canadian early-stage life sciences company focused on large-scale CBD extraction in Europe. Based on a proprietary process and intellectual property, the Company is forecasted to be one of the lowest-cost CBD extractors operating in Europe. The Company has signed an extraction contract to be the exclusive extractor for Dragonfly BioSciences LLC, a United Kingdom-based supplier of CBD. Upon the completion of the Olimax Transaction, StillCanna will be one of the leading processors and providers of market-ready CBD in Europe.

On Behalf of the Board,

Joel Leonard, 
Chief Financial Officer and Director
E-mail: joel@stillcanna.com

The CSE has not in any way passed upon the merits of and has neither approved nor disapproved the contents of this news release.

Cautionary Note Regarding Forward Looking Statements: This release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws, including the statement that the Olimax transaction is expected to closing within the first half of May, 2019. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should" or "would" occur. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that the Olimax transaction will close as anticipated by management within the first half of May, 2019. Although the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors may include, among others, that the Olimax transaction will not close as anticipated by management within the first half of May, 2019 or at all. Readers are cautioned not to place undue reliance on forward-looking statements. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44310