News Release

POCML 2 Inc. and Bedrocan Canada Inc. Complete $11.475 Million Subscription Receipt Financing and Enter Into Definitive Agreement to Complete Qualifying Transaction

TORONTO, ONTARIO–(Marketwired – May 15, 2014) –


POCML 2 Inc. (“POCML 2“) (TSX VENTURE:PCC.P) and Bedrocan Canada Inc. (“Bedrocan“) are pleased to announce that they have completed their previously announced $11.475 million subscription receipt financing (the “Financing“). Pursuant to the Financing, Bedrocan issued 13,500,000 subscription receipts (the “Subscription Receipts“) at a price of $0.85 per Subscription Receipt for gross proceeds of $11,475,000. Each Subscription Receipt entitles the holder thereof, upon conversion in accordance with the provisions of the subscription receipt agreement, to acquire one unit (a “Unit“) for no additional consideration. Each Unit is comprised of one common share of Bedrocan (a “Bedrocan Share“) and one-half of one warrant (a “Warrant“) to purchase a Bedrocan Share at a price of $1.20 until November 15, 2015. The conversion of the Subscription Receipts into Units is conditional upon the satisfaction of various conditions including the satisfaction of conditions necessary for the completion of the Qualifying Transaction described below. Dundee Securities Ltd., PowerOne Capital Markets Limited, Clarus Securities Inc. and Primary Capital Inc. acted as agents in the Financing.

POCML 2 and Bedrocan are also pleased to announce they have entered into a definitive agreement (the “Agreement“) which outlines the terms and conditions of a transaction pursuant to which POCML 2 will acquire all of the issued and outstanding securities of Bedrocan in exchange for securities of POCML 2 (the “Qualifying Transaction“).

Further details about the Qualifying Transaction and the issuer resulting from the Transaction will be provided in the disclosure document to be prepared and filed in respect of the Transaction. For further terms of the Qualifying Transaction please refer to the press release issued by POCML 2 on April 14, 2014.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Qualifying Transaction, 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.

About Bedrocan

Bedrocan, based in Toronto, Ontario and governed by the laws of the Province of Ontario, is in the business of importing and supplying medical marijuana pursuant to theĀ Marihuana for Medical Purposes Regulations. Bedrocan holds a license to sell medical marijuana from Health Canada.

About POCML 2

POCML 2 is a capital pool company listed on the TSX Venture Exchange. POCML 2 has not commenced commercial operations and has no assets other than cash. The Transaction, if completed, will constitute POCML 2’s “Qualifying Transaction”, as defined in policies of the TSX Venture Exchange.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the closing of the Qualifying Transaction, and the parties’ ability to satisfy closing conditions for the Qualifying Transaction and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Qualifying Transaction will occur or that, if the Qualifying Transaction does occur, it will be completed on the terms described above. POCML 2 assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

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

Contact Information:

POCML 2 Inc.
David D’Onofrio
Chief Executive Officer, Chief Financial Officer,
Secretary and Director
(416) 643-3880

Bedrocan Canada Inc.
Marc Wayne
President and Director
(416) 943-5800