GNCC Capital, Inc. Acquires BioCann Pharma S.A.S.

LAS VEGAS, Feb. 21, 2019 /PRNewswire/ -- GNCC Capital, Inc. (OTC: GNCP) ("The Company" or "GNCC") announces that it has acquired a 100% interest in BioCann Pharma S.A.S. ("BioCann"), a Cannabis CBD Pharmaceutical Grade Oils Producer and Distributor, incorporated in and operating in the Republic of Colombia ("Colombia") and with offices in Burlington, Ontario, Canada.

A brief description of the business of BioCann:

BioCann sources the Cannabis a/k/a Biomass from Licensed Growers in Colombia and in the Cundinamarca, Valle del Cauca and Antioquia regions and from those whom grow the strains with the highest quality standard as is required by BioCann. BioCann processes the Cannabis a/k/a Biomass through its Joint Venture/Partnership Agreement with a licensed processing and manufacturing facility which is GMP Certified and complies with EU Pharmacopoeia Standards. This facility with the necessary Laboratories, located in Bogota, Colombia, complete with the necessary Laboratories and where it extracts the CBD Oil isolate and in pharmaceutical grade and as are required by BioCann. This entire process assures that BioCann is as consistent as possible from batch to batch in order to produce replicable results.

BioCann generates its revenues and profits through the bulk sale of these various Pharmaceutical Grade CBD Oils through distribution channels in Colombia and throughout Latin America. It is noted that neither BioCann, it's Partners and Joint Venture Associates do not operate in, nor sell or market any products in the USA due to Federal Laws prohibiting the same.

Salient Points of this transaction:

• GNCC has acquired a 100% interest in BioCann, these transactions were approved by shareholders voting in excess of 51% of the outstanding shares of voting Common Stock.
• R Y Lowenthal and N E Blom ("the Current Directors") are to remain as Directors until the close of the Transition Period, being March 31, 2019.
• BioCann to appoint 1 (One) Director to GNCC Board shortly and will nominate Directors to replace the Current Directors on or before March 31, 2019.
• Agreement strictly prohibits any reverse split of the GNCC shares of Common Stock for a period of not less than eighteen months.
• The Current Directors will during the Transition Period, use their best efforts in order to secure an equitable transaction to dispose of or otherwise deal with the Mining Exploration Assets held by GNCC in order to best serve the interests of all of the GNCC shareholders; particularly given the current increases in the price of Gold. Furthermore they will ensure that all of the issued and outstanding secured shares of Convertible Preferred Stock are cancelled and prior to the close of the Transition Period ending March 31, 2019. The Company is not ruling out a cash sale of the Mining Exploration Assets and a Distribution of the proceeds to shareholders of Record.
• The Current Directors during the Transition Period, will ensure that all outstanding Quarterly and Annual Reports are filed in order to restore GNCC to that of a Current Filer on the OTC Markets.
• The Purchase Price of $120 million includes very stringent Net Revenue Warranties and appropriate performance penalties as agreed upon by the Sellers of BioCann. BioCann has warranted Net Attributable Revenues of not less than $12 million for the period April 1, 2019 to March 31, 2020. These are explained in very specific detail in the referenced Filing. All of the Equity Instruments being issued in settlement of this acquisition are restricted from any sale and/or conversion for a period of not less than 18 (Eighteen) months. The shares of restricted Common Stock were issued at a price of $0.03 (Three cents) per share.

Given the sheer amount of information required by our shareholders, we have prepared an extensive OTCIQ Filing complete with Exhibits in order to set out each and every detail of this transaction. We encourage our shareholders to read the same and prior to any dealings in our shares in the open market. A link to this OTCIQ Filing made today: https://backend.otcmarkets.com/otcapi/company/financial-report/212241/content

Your Directors are particularly gratified by the long term view being undertaken by BioCann, their commitment to the achievement of Net Revenue Projections, extensive stock restrictions, all of this being coupled with their contractual performance warranties and penalties for any underperformance resulting on their Projected Net Revenues.  

Forward-Looking Statements:-

This press release may contain forward-looking statements. The words "believe," "expect," "should," "intend," "estimate," "projects," variations of such words and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not a forward-looking statement. These forward-looking statements are based upon the Company's current expectations and are subject to a number of risks, uncertainties and assumptions. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE GNCC Capital, Inc.

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