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  • Special Committee of Independent Directors Reviewing Trading Activity by Maricann Directors and Matters Involving its Chief Executive Officer
  • Raymond Stone and Neil Tabatznik Resign As Directors
  • Paul Pathak Appointed Interim Chairman of the Board

TORONTO, Ontario, February 28, 2018 – Maricann Group Inc. (CSE:MARI, OTCQB:MRCCF, FRANKFURT:75M, “Maricann” or the “Company”) announced today that it has been advised orally by the underwriters that they are not prepared to proceed with the previously announced bought deal offering of 17,500,000 units of the Company, for gross proceeds of $70,000,000 (the “Offering”). The Company has not received an official notice of termination of the Offering.

The Company also announces the resignations of Raymond Stone and Neil Tabatznik as directors and the appointment of Paul Pathak as interim chairman of the board.

The Company also announced that the Ontario Securities Commission (“OSC”) has advised it that the OSC is conducting a review of the timing and reporting of certain trades in securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised by Messrs. Stone and Tabatznik and Eric Silver or their respective associates and affiliates or by other persons otherwise directly or indirectly related to them, as the case may be, that were effected prior to the announcement of the Offering. Messrs. Stone, Tabatznik and Silver have advised the Company that they are fully cooperating with the OSC in its review.

By letter dated February 8, 2018, Staff of the OSC also advised that Ben Ward is the subject of an investigation into his activities while he was CEO of Canadian Cannabis Corp., a company wholly unrelated to the Company. Prior to this, the Company was unaware of the matter. The Company is unaware of any facts that could reasonably lead it to conclude that this investigation has had, or will have, any impact on the ability of Mr. Ward to properly and effectively carry out his duties as CEO or director of the Company. Staff of the OSC have advised the Company that they are unable to provide it with any further information at this time. Mr. Ward has advised the Company that he is subject to the same restrictions under applicable securities law. The Company is advised by Mr. Ward that he is fully cooperating with the investigation and that he believes that he has acted at all times in a manner that is compliant with applicable securities law.

In connection with these matters, the Maricann board of directors established a special committee of independent directors that has full authority to review these trades and the OSC investigation involving Mr. Ward and any related matters and to make recommendations to the board on appropriate steps to be taken in response. The special committee became aware of the trades involving persons related to Mr. Silver only recently and is only beginning its review of that situation.

The special committee retained Osler, Hoskin & Harcourt LLP to act as its independent legal counsel in connection with these matters.
On behalf of the special committee, director Paul Pathak said, “We have heard from many significant shareholders of the Company about their concerns with these matters, and we share them. In these circumstances, we appreciate Messrs. Stone and Tabatznik having resigned. The special committee’s review is ongoing, but we are committed to providing the stakeholders of the Company with a further update on its review shortly.”

As a result of these developments, the Company will not be in a position to file a final prospectus and obtain a receipt therefor for the qualification of the units underlying the 20,125,000 special warrants issued on January 9, 2018 before the deadline of 5:00 p.m. on February 27, 2018. Although the Company plans to file an amended preliminary prospectus and continue to seek qualification of the units underlying the special warrants, 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) provided, however, that any fractional entitlement to such units will be rounded down to the nearest whole unit.

About Maricann Group Inc.

Maricann is a vertically integrated producer and distributor of marijuana for medical purposes. The company was founded in 2013 and is based in Toronto, Canada and Munich, Germany, with production facilities in Langton, Ontario, Canada where it operates a medicinal cannabis cultivation, extraction, formulation and distribution business under federal licence from the Government of Canada. and Dresden, Saxony, Germany. Maricann is currently undertaking an expansion of its cultivation and support facilities in Canada in a 942,000 sq. ft. (87,515 sq. m) build out, capable of producing 95,000 kg of dry cannabis flower per year to support existing and future patient growth.

For more information about Maricann, please visit our website at www.maricann.ca

Forward Looking Information

Certain statements in this document, contain forward-looking statements which can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “desires”, “will”, “should”, “projects”, “estimates”, “contemplates”, “anticipates”, “intends”, or any negative such as “does not believe” or other variations thereof or comparable terminology. No assurance can be given that potential future results or circumstances described in the forward-looking statements will be achieved or will occur. By their nature, these forward-looking statements, necessarily involve risks and uncertainties, including those discussed herein, that could cause actual results to significantly differ from those contemplated by these forwardlooking statements. Such statements reflect the view of the Company with respect to the qualification of the special warrants and other future events, and are based on information currently available to the Company and on assumptions, which it considers reasonable. Management cautions readers that the assumptions relative to the future events, several of which are beyond Management’s control, could prove to be incorrect, given that they are subject to certain risk and uncertainties, and that actual results may differ materially from those projected. Factors which could cause results or events to differ from current expectations include, among other things: the outcome of the special committee’s review, the OSC’s review and any regulatory investigation; fluctuations in operating results; the impact of general economic, industry and market conditions; the ability to recruit and retain qualified employees; fluctuations in cash flow; increased levels of outstanding debt and obligations under a capital lease; expectations regarding market demand for particular products and the dependence on new product development; the impact of market change; and the impact of price and product competition. Management 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 applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.
Contact information: Investor Relations: Graham Farrell Director of Investor Relations graham@maricann.com 647-643-7665
Corporate Headquarters (Canada) Maricann Group Inc. (Toronto) 845 Harrington Court, Unit 3 Burlington Ontario L7N 3P3 Canada 289-288-6274
E

uropean Headquarters (Germany) Maricann GmbH Thierschstrasse 3, 80538 Munchen, Deutschland
The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.