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Dec 1, 2016

ICC International Cannabis Corporation Completes $13 Million Brokered Private Placement, Qualifying Transaction with Shogun Capital Corp. and Initial TSXV Listing

Richard M. Kimel, Sherri M. Altshuler and Daniel Everall

On September 8, 2016, International Cannabis Corp (“ICC”) completed a brokered private placement of 32,500,000 subscription receipts at a price of $0.40 per subscription receipt for gross proceeds of $13 million. Each subscription receipt was automatically converted into 0.8 common shares in the capital of Shogun Capital Corp. (“Shogun”), a capital pool company, upon the completion of the qualifying transaction. The private placement was led by GMP Securities L.P. as lead agent and sole bookrunner and Mackie Research Capital Corporation.

On November 23, 2016, Shogun completed its qualifying transaction with ICC, which consisted of the acquisition of all of the issued and outstanding common shares of ICC by way of a “three-cornered merger” pursuant to the laws of the British Virgin Islands.

ICC has operations in Uruguay and is focused on the licensed production, development and sale of recreational cannabis, cannabinoid extracts and by-products for medicinal uses and industrial hemp. The resulting issuer is now named ICC International Cannabis Corporation and trades on the TSX Venture Exchange under the symbol “ICC.”

Aird & Berlis LLP represented ICC with a team comprised of Richard Kimel, Sherri Altshuler, Daniel Everall and Amy Marcen-Gaudaur (Corporate Finance), Francesco Gucciardo (Tax) and David Reiter (Compliance).

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