Bedrocan Cannabis Corp. (formerly POCML 2 Inc.) completes Qualifying Transaction; Resulting Issuer Expected to Commence Trading August 25, 2014

/NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES/

TORONTO, Aug. 21, 2014 /CNW/ - Bedrocan Cannabis Corp. (formerly POCML 2 Inc.) (TSX-V: BED) (the "Corporation") is pleased to announce that it has completed its qualifying transaction (the "Qualifying Transaction") with Bedrocan Canada Inc. ("Bedrocan"), as previously announced in its press releases dated April 14 and May 15, 2014.

In connection with the Qualifying Transaction and prior to closing, the Corporation filed articles of amendment pursuant to which it (i) consolidated its common shares on the basis of one "new" common share (a "Post-Consolidation Share") for every two "old" common shares issued and outstanding (the "Consolidation"); and (ii) changed its name to "Bedrocan Cannabis Corp."  In addition, an aggregate of 13,500,000 subscription receipts of Bedrocan which were issued pursuant to a concurrent private placement completed by Bedrocan on May 15, 2014 (the "Concurrent Financing") were converted for no additional consideration into an aggregate of 13,500,000 common shares and 6,750,000 share purchase warrants of Bedrocan (the "Bedrocan Underlying Warrants") immediately pre-closing.  The Corporation then acquired all of the issued and outstanding securities of Bedrocan pursuant to a three cornered amalgamation in connection with which (i) Bedrocan amalgamated with a wholly-owned subsidiary of the Corporation; and (ii) the Corporation issued one Post-Consolidation Share to former Bedrocan shareholders in exchange for every common share of Bedrocan so acquired.  Pursuant to the Qualifying Transaction, the Corporation also issued (i) an aggregate of 2,000,000 stock options (the "Replacement Options") in consideration of the cancellation of existing stock options of Bedrocan; (ii) an aggregate of 6,750,000 share purchase warrants (the "Replacement Warrants") each exercisable at $1.20 until November 15, 2015 (subject to acceleration), in consideration of the cancellation of the Bedrocan Underlying Warrants; and (iii) an aggregate of 945,000 compensation options (the "Replacement Compensation Options") each exercisable to acquire one unit of the Corporation (a "Unit") at $0.85 until November 15, 2015 (subject to acceleration), in consideration of the cancellation of existing compensation options of Bedrocan issued in connection with the Concurrent Financing.  Each Unit consists of one Post-Consolidation Share and one-half of one Replacement Warrant (each whole such Replacement Warrant, an "Underlying Replacement Warrant").

Immediately following the closing, there are an aggregate of 67,500,000 Post-Consolidation Shares issued and outstanding, of which (i) 64,500,000 Post-Consolidation Shares are held by former shareholders of Bedrocan (inclusive of participants in the Concurrent Financing) and 3,000,000 Post-Consolidation Shares are held by existing shareholders of the Corporation.  In addition, immediately post-closing, the Corporation has reserved for issuance (i) an aggregate of 2,300,000 Post-Consolidation Shares issuable upon the exercise of stock options of the Corporation (inclusive of the Replacement Options) exercisable at prices ranging from $0.30 to $0.85 and bearing expiry dates ranging from November 20, 2014 to December 31, 2022 (Note: The Corporation intends to seek shareholder approval at its next annual meeting of certain amendments to its stock option plan to provide that the options granted thereunder may bear a term of up to 10 years from the date of grant); (ii) an aggregate of 11,000,000 Post-Consolidation Shares issuable upon the exercise of existing share purchase warrants of Bedrocan exercisable at $0.60 until the earlier of 18 months following the completion of a going public transaction by Bedrocan and April 4, 2019 (subject to acceleration); (iii) an aggregate of 80,000 Post-Consolidation Shares issuable upon the exercise of existing broker warrants of the Corporation exercisable at $0.30 until May 14, 2015; (iv) an aggregate of 945,000 Post-Consolidation Shares issuable upon the exercise of the Replacement Compensation Options; (v) an aggregate of 472,500 Post-Consolidation Shares issuable upon the exercise of the Underlying Replacement Warrants; and (vi) an aggregate of 6,750,000 Post-Consolidation Shares issuable upon the exercise of the Replacement Warrants. As described in the Corporation's filing statement dated August 8, 2014 available on SEDAR at www.sedar.com (the "Filing Statement"), certain of the Post-Consolidation Shares are subject to escrow requirements pursuant to applicable TSX Venture Exchange ("TSXV") policies. In addition to the securities subject to escrow described in the Filing Statement, 305,000 Post-Consolidation Shares, representing 0.45% of the Post-Consolidation Shares, held by the spouse of a principal of the Corporation, are subject to escrow. Such escrowed shareholder held 305,000 common shares of Bedrocan, representing 0.60% of the common shares of Bedrocan, immediately prior to the completion of the Qualifying Transaction.

In addition, following the closing, the Corporation granted an additional 861,000 stock options at an exercise price of $0.85 per share to certain executive officers, directors, employees and consultants of the Corporation, as previously described in the Filing Statement.

Also in connection with the Qualifying Transaction, the existing directors and officers of the Corporation resigned and the board of directors of the Corporation was reconstituted to be comprised of Messrs. Murray Goldman, Marc Wayne, Barry Fishman, Allan Mandelzys and Roderick Budd.  In addition, Mr. Murray Goldman was appointed as Chairman, Mr. Marc Wayne was appointed as Chief Executive Officer, Mr. Michael Singer was appointed as Chief Financial Officer, Mr. Hamish Sutherland was appointed as Chief Operating Officer and Mr. Tjalling Erkelens was appointed as Chief Production Officer of the Corporation.

Listing of the Post-Consolidation Shares is expected to commence on August 25, 2014 under the symbol "BED".

For further information, please see the Filing Statement, which is available on SEDAR at www.sedar.com.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

All information in this press release concerning Bedrocan has been provided for inclusion herein by Bedrocan. Although the Corporation has no knowledge that would indicate that any information contained herein concerning Bedrocan is untrue or incomplete, the Corporation assumes no responsibility for the accuracy or completeness of any such information.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Corporation. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

SOURCE: Bedrocan Cannabis Corp.

Bedrocan Cannabis Corp., Marc Wayne, Chief Executive Officer and Director, [phone]