Toronto, Ontario / TheNewswire / April 2, 2018 – Century Financial Capital Group Inc. (“Century” or the “Company”) and FV Pharma Inc. (“FV Pharma”) are pleased to announce, further to their press release dated March 13, 2018, that FV Pharma has closed the second tranche of the previously announced private placement of subscription receipts of FV Pharma (“Subscription Receipts”) for aggregate gross proceeds of approximately $21.92 million (the “Financing”).  First Republic Capital Corporation acted as exclusive agent (the “Agent”) for the Financing. Under the second tranche of the Financing, 243,561,510 Subscription Receipts were sold at a price of $0.09 per Subscription Receipt (the “Subscription Price”). Combined with the proceeds of the first tranche, FV Pharma has raised aggregate gross proceeds of $33.5 million pursuant to the Financing.

The Financing is being conducted in connection with the proposed business combination transaction whereby Century will combine with FV Pharma and continue the business of FV Pharma (the “Proposed Transaction”), a licensed producer of marijuana under the Access to Cannabis for Medical Purposes Regulations (the “ACMPR”).  For additional information concerning the Proposed Transaction please see the joint news release issued by Century and FV Pharma on March 13, 2018.

The gross proceeds from the Financing are held in escrow pending satisfaction of certain conditions (the “Escrow Release Conditions”), include the completion, satisfaction or waiver of all conditions precedent to the Proposed Transaction and the receipt of all necessary regulatory and shareholder approvals for the Proposed Transaction. Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will be automatically converted without any payment of additional consideration by the holder thereof into one (1) FV Pharma Class B Share.  The escrow release deadline under the Subscription Receipt Agreement is May 31, 2018.

In connection with the Financing, the Agent will receive a corporate finance fee equal to 2% of the gross proceeds of the Financing, a sales commission equal to 7% of the gross proceeds of the Financing, a number of corporate finance broker warrants equal to 2% of the aggregate number of Subscription Receipts issued under the Financing and a number of selling compensation warrants equal to 7% of the aggregate number of Subscription Receipts issued under the Financing. Each warrant issued to the Agent will entitle the holder thereof to acquire one (1) FV Pharma Class B Share at the Subscription Price for a period of 48 months from the date of issue.

About FV Pharma

FV Pharma is a licensed producer of marijuana under the Access to Cannabis for Medical Purposes Regulations (ACMPR) having received its cultivation license on October 13, 2017. Headquartered at the former Kraft plant in Cobourg, Ontario, approximately an hour’s drive from Toronto, FV Pharma management’s mission is to transform the facility into the largest hydroponic indoor cannabis facility in the world. FV Pharma intends to target all legal aspects of the cannabis industry, including cultivation, processing, manufacturing, extracts and research and development.

Additional Information

Additional information regarding Century is available on SEDAR.

ON BEHALF OF CENTURY:

Yaron Conforti, Chief Executive Officer
Toronto Office: (416) 716-8181

ON BEHALF OF FV PHARMA:

Thomas Fairfull, Chief Executive Officer
Email: info@fvpharma.com
Toronto Office: (905) 686-7079

ON BEHALF OF FIRST REPUBLIC CAPITAL CORPORATION:

Anthony Durkacz, Executive Vice President

Email: anthony@firstrepubliccapital.com

Toronto Office: (416) 720-4360

Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning the Proposed Transaction, the expected business of the Company after completion of the Proposed Transaction and the completion of the Financing. The forward-looking statements and information are based on certain key expectations and assumptions made by Century, including expectations and assumptions concerning Century, FV Pharma and the Proposed Transaction, the timely receipt of all required securityholder and regulatory approvals and the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement. Although Century believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Century can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, the results of the due diligence review on either Century or FV Pharma by the other are less than satisfactory, or the parties are unable to obtain the required shareholder approvals. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward- looking information for anything other than its intended purpose. Century undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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