Arcturus Announces $500,000 Private Placement

VANCOUVER, British Columbia, December 9, 2016 /PRNewswire/ --

Arcturus Growthstar Technologies Inc. (the "Company" or "Arcturus") (CSE: AGS) (OTCQB: AGSTF) announces that it is in the process of arranging a non-brokered private placement (the "Private Placement") to sell up to 2,000,000 units at a price of $0.25 per unit (the "Units") for gross proceeds of up to $500,000 (the "Offering").  Each Unit consists of one common share and one-half share purchase warrant (a "Warrant").  Each half Warrant will entitle the holder to purchase one additional common share at an exercise price $0.35 per share. The Warrants are exercisable for a period of twelve (12) months from date of issuance, however this period may be accelerated if the Company's share price is above $0.45 cents for ten (10) consecutive days.  The Units are to be distributed to shareholders in accordance with applicable securities laws and Canadian Securities Exchange (the "CSE") policies. 

Directors and Officers of Arcturus will participate in the Private Placement and the closing is expected to occur on or about December 23, 2016. The Units will be subject to a four (4) month plus one-day hold period from the date of closing of the Private Placement in accordance with applicable securities laws. The Company will pay to the finder: (i) a cash fee at the closing that is equal to 8% of the gross proceeds received by the Company from the sale of Units, from investors sourced by the finder; and (ii) issue finder's warrants exercisable for Units equal in number to 8% of the total number of all of the Units, from investors sourced by the Finder.

Closing of this Private Placement may be subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the CSE.

The net proceeds from the Offering will be used for general working capital purposes. As previously announced, CBO Financial, Inc. ("CBO") will assist the Company with funding certain qualified vertical farming projects with a combination of New Market Tax Credits (NMTC) and debt. The NMTC program is a $65 billion federal program designed to incentivize private investment in low-income communities. NMTCs are provided to financial institutions in exchange for equity investments that eligible businesses can use to subsidize project development costs. CBO helps driven organizations, such as Arcturus, to finance facilities that will provide goods and services that benefit populations in need and revitalize communities.

On behalf of the Board,

Arcturus Growthstar Technologies Inc.  

William Gildea, CEO & Chairman

About Arcturus 

The Company's business model includes developing and acquiring technologies that will position it as a leader in the evolution of Controlled Environment Agriculture (CEA) for the global production of various types of plants. Arcturus provides scalable, indoor CEA systems that utilize minimal land, water and energy regardless of climate, location or time of year and are customized to grow an abundance of crops close to consumers, therefore minimizing food miles and its impact to the environment. The Company holds an exclusive, worldwide license to use a patented vertical farming technology that, when compared to traditional plant production methods, generate yields up to 10 times greater per square foot of land.  The contained system provides many other benefits including seed to sale security, scalability, consistency due to year-round production, cost control, product safety and purity by eliminating environmental variability.

The Company is also in the business of designing and distributing LED lighting solutions utilizing the COB and MCOB technology. The Company is focused on delivering cost efficient lighting to North America via advanced e-commerce sites the Company owns and operates. LEDCanada.com which caters to B2B customers is a supplier of the newest and highest demand LED solutions. The Company also owns and operates COBGrowlights.com which caters to both large and small agriculture green houses and controlled cultivation centers.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts
responsibility for the adequacy or accuracy of this release. The Canadian Securities Exchange has not in any way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.  

This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking.  Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements.  Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions.  There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties.  We do not assume any obligation to update any forward-looking statements except as required under the applicable laws. 

For further information, contact William Gildea, Director, at +1-617-834-9467.

SOURCE Arcturus Growthstar Technologies Inc.