CannaRoyalty Corp. Receives Receipt for Final Prospectus for Previously Announced Bought Deal Financing and Announces Cancellation of Early Warrant Exercise Incentive Program

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

All financial figures in Canadian Dollars ($) unless otherwise noted

OTTAWA, April 9, 2018 /CNW/ - CannaRoyalty Corp. (CSE:CRZ) (OTCQX:CNNRF) ("CannaRoyalty" or the "Company") announced today that it has received a receipt for a final prospectus (the "Prospectus") of the Company from the securities regulators in each of the provinces of Canada (other than Quebec) with respect to its previously announced $15,000,000 bought deal offering of units of the Company (the "Offering").

The Offering is expected to close on April 13, 2018 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including approval of the Canadian Securities Exchange and applicable securities regulatory authorities.

Cancellation of Early Warrant Exercise Incentive Program

Further to the Company's March 21, 2018 press release disclosing a proposed warrant exercise incentive program, the Company has determined that it would not be practical to proceed with the program under this Prospectus due to timing constraints. The Company intends to announce a new program providing an early exercise incentive to holders of certain of its outstanding common share purchase warrants in due course.

About CannaRoyalty Corp.

CannaRoyalty is an active investor and operator in the legal cannabis industry. Our focus is building and supporting a diversified portfolio of growth-ready assets in high-value segments of the cannabis sector, including research, consumer brands, devices and intellectual property. Our management team combines a hands-on understanding of the cannabis industry with seasoned financial know-how, assembling a platform of holdings via royalty agreements, equity interests, secured convertible debt, licensing agreements and its own branded portfolio. CannaRoyalty's shares trade on the Canadian Securities Exchange (CSE) under the symbol CRZ and internationally on the OTCQX under the symbol CNNRF.

Forward Looking Statements

Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in CannaRoyalty's periodic filings with Canadian securities regulators. When used in this news release, words such as "will, could, plan, estimate, expect, intend, may, potential, believe, should," and similar expressions, are forward- looking statements.

Forward-looking statements may include, without limitation, statements with respect to the terms and timing of completion of the Offering, the use of proceeds of the Offering, the satisfaction of all necessary regulatory and stock exchange approvals, statements relating to the supporting distribution and infrastructure assets in California through strategic acquisitions, anticipated Canadian legalization of recreational cannabis in 2018, the anticipated relationships with Aurora Cannabis Inc., National Access Cannabis Corp. and 180 Smoke and the Company's expectations with respect to pursuing new opportunities and its future growth and other statements of fact.

Although CannaRoyalty has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements,  there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: the inability to complete the Offering on the timeline or on the terms set out herein, a change in the use of proceeds of the Offering, the inability to obtain the necessary regulatory and stock exchange approvals, an inability to maintain the supporting distribution and infrastructure assets in California through strategic acquisitions, delays in the legalization of recreational cannabis in Canada, relationships with Aurora Cannabis Inc., National Access Cannabis Corp. and 180 Smoke not materializing, issues that arise as a result of the Company investing in target companies or projects which have limited or no operating history and are engaged in activities currently considered illegal under US Federal Laws, changes in laws, a change in management, the inability to obtain additional financing, increased competition, hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and, regulatory or political change.

There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. CannaRoyalty disclaims any intention or obligation to update or revise such information, except as required by applicable law, and CannaRoyalty does not assume any liability for disclosure relating to any other company mentioned herein.

SOURCE CannaRoyalty Corp.

Marc Lustig, CEO, [email protected], 1-844-556-5070, www.cannaroyalty.com; Jonathan Ross, CFA, LodeRock Advisors Inc., [email protected], 416-283-0178