Maricann Group Inc. Announces $20 Million Private Placement

TORONTO, ONTARIO--(Marketwired - Dec. 13, 2017) -

NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRE SERVICES

Maricann Group Inc. (CSE:MARI)(CSE:MARI.CN)(CNSX:MARI)(OTCQB:MRRCF)(FRANKFURT:75M) ("Maricann" or the "Company") is pleased to announce that it has entered into a letter of engagement with Eight Capital, pursuant to which Eight Capital, acting as sole bookrunner and co-lead agent with Canaccord Genuity Corp., has agreed to offer for sale, together with a syndicate of agents (together with Eight Capital and Canaccord Genuity, the "Agents"), Special Warrants of the Company (the "Special Warrants"), on a "best efforts" private placement basis, subject to all required regulatory approvals, at a price per Special Warrant of $2.00 (the "Issue Price") for total gross proceeds of up to approximately $20,000,000 (the "Offering").

Each Special Warrant shall be automatically exercisable into units of the Company (the "Units"), as described below. Each Unit shall consist of one common share of the Company (a "Share") and one-half of one common share purchase warrant (each full warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one Share at a price of $2.35 per Share for a period of 36 months following the Closing Date.

Each Special Warrant shall be automatically exercisable, for no additional consideration, into Units on the date (the "Automatic Exercise Date") that is the earlier of: (i) the date that is three business days following the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the "Securities Commissions") for a (final) prospectus qualifying distribution of the Units underlying the Special Warrants (the "Qualifying Prospectus"), and (ii) the date that is four months and one day after the Closing of the Offering.

The Company will use its commercially reasonable efforts to obtain a receipt from the Securities Commissions for the Qualifying Prospectus before February 27, 2018 provided, however, that there is no assurance that a Qualifying Prospectus will be filed or that a receipt therefor will be issued by the Securities Commissions prior to the expiry of the statutory four month hold period.

Notwithstanding the foregoing, in the event the Company has not received a receipt from the Securities Commissions for the Qualifying Prospectus before February 27, 2018, each unexercised Special Warrant will thereafter entitle the holder to receive, upon the exercise thereof, for no additional consideration, 1.05 Units (instead of one (1) Unit) (the additional 0.05 Units are collectively referred to herein as the "Penalty Units"); provided, however, that any fractional entitlement to Penalty Units will be rounded down to the nearest whole Penalty Unit.