OTTAWA, April 4, 2018 /CNW/ - CannaRoyalty Corp. (CSE: CRZ) (OTCQX: CNNRF) ("CannaRoyalty" or the "Company") today announced the Company's financial results for the three and twelve-month periods ended December 31, 2017. All figures are reported in Canadian dollars ($), unless otherwise indicated. CannaRoyalty's financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS").

"In 2017, our team worked hard to position the Company for long-term growth with the California market as a foundation," said Marc Lustig, CEO of CannaRoyalty. "Those efforts culminated in several strategic transactions over the past four months that have transformed CannaRoyalty into one of the largest and best-positioned cannabis players in California. Our market-leading distribution business places us in an ideal position to be a partner of choice for leading brands and dispensaries across the state. Over the next twelve months we will continue to concentrate on: leveraging our market-leading position in California to drive top-line performance, bringing both CR Brands and licensed products back to Canada, and rationalizing legacy, non-core investments to drive focus in our business and value for shareholders."

Recent Operating Developments (Summary)

For a comprehensive overview of CannaRoyalty's Recent Developments, please refer to the Company's Management's Discussion and Analysis of the Financial Condition and Results of Operations for the Three and Twelve Months Ended December 31, 2017.

On March 27, 2018 , CannaRoyalty announced it had closed the acquisition of Alta Supply Inc. and entered into a binding term sheet for the acquisition of 100% of River Distribution and its affiliates. Together, these transactions make CannaRoyalty a leading cannabis distributor in California

, CannaRoyalty announced it had closed the acquisition of Alta Supply Inc. and entered into a binding term sheet for the acquisition of 100% of River Distribution and its affiliates. Together, these transactions make CannaRoyalty a leading cannabis distributor in Also, on March 27, 2018 , the Company announced that it closed its acquisition of Kaya Management Inc., the exclusive manufacturer and license holder of rights for Bhang® brand vaporizer products in California , as well as the acquisition of the exclusive statewide manufacturing and distribution rights to Bhang® edibles and Bhang® concentrates in California

, the Company announced that it closed its acquisition of Kaya Management Inc., the exclusive manufacturer and license holder of rights for Bhang® brand vaporizer products in , as well as the acquisition of the exclusive statewide manufacturing and distribution rights to Bhang® edibles and Bhang® concentrates in Entered into a strategic partnership with California premium craft cannabis cultivator Floracal® Farms, to develop and sell branded cannabis products, including a collaboration on the construction and build-out of a 20,000 square foot craft cultivation facility

premium craft cannabis cultivator Floracal® Farms, to develop and sell branded cannabis products, including a collaboration on the construction and build-out of a 20,000 square foot craft cultivation facility On February 20, 2018 , CR Brands won a total of six 2017 Hempcon Cup awards for its Soul Sugar Kitchen brand of edible products. CR Brands also won a number of trophies for its vape products in the 2018 Hempcon preliminaries

, CR Brands won a total of six 2017 Hempcon Cup awards for its Soul Sugar Kitchen brand of edible products. CR Brands also won a number of trophies for its vape products in the 2018 Hempcon preliminaries Co-launched Trichome Yield Corp. ("Trichome") to be a preferred asset-backed lending partner to emerging and established Canadian and global cannabis companies. Trichome announced the signing of its first binding term sheet to jointly provide up to $2.5 million to 180 Smoke, a leading Canadian online and retail vaporizer products company

Financial Highlights – Year ended December 31, 2017





Year ended Nine months ended

Dec 31, 2017 Dec 31, 2016 Consolidated Statements of Comprehensive Loss



Revenue $ 3,077,969 $ 642,277 Gross margin 905,629 328,490 Operating expenses 13,260,897 7,013,726 Loss from operations (12,355,268) (6,685,236) Net loss (9,065,492) (10,317,479) Total comprehensive loss (9,995,449) (10,420,241) Net loss per common share - basic and diluted (0.22) (0.41) Weighted average common shares - basic and diluted 41,439,567 25,237,273

Balance Sheet

All comparisons below are to December 31, 2016, unless otherwise noted

Total assets of $46,139,757 as compared to $32,197,938 , an increase of 43%.

as compared to , an increase of 43%. Total investments 1 of $26,674,288 as compared to $8,363,922 .

of as compared to . Cash and cash equivalents of $4,522,644 as compared to $2,945,895 .

1This represents the sum of investments, royalty investments, and interests in equity method investees

Financial Highlights – Three months ended December 31, 2017





Three months ended Three months ended

December 31, 2017 December 31, 2016 Consolidated Statements of Comprehensive Loss



Revenue $ 1,072,399 $ 502,152 Gross margin 111,465 236,787 Operating expenses 4,631,512 4,161,119 Loss from operations (4,520,047) (3,924,332) Other income (expense) 2,001,228 (3,535,036) Net loss (1,143,698) (7,407,144) Total comprehensive income (loss) (1,213,036) (7,510,123) Net loss per common share - basic and diluted (0.03) (0.24) Weighted average common shares - basic and diluted 41,439,567 31,475,058

Top Holdings – Recent Updates

For an overview of developments related to CannaRoyalty's top holdings, please refer to the Company's Management's Discussion and Analysis of the Financial Condition and Results of Operations for the Three and Twelve Months Ended December 31, 2017.

Results of Operations (Summary)

The following tables set forth consolidated statements of financial information for the three and twelve-month periods ending December 31, 2017 and December 31, 2016. For further information regarding the Company's financial results for these periods, please refer to the Company's Management's Discussion and Analysis for the periods ended December 31, 2017 and December 31, 2016 and the Company's Financial Statements for the periods ended December 31, 2017, published on CannaRoyalty's issuer profile on SEDAR at www.sedar.com and the Company's website at www.cannaroyalty.com.

Revenue Components





Year ended Nine months ended December 31, 2017 December 31, 2016 Products $ 977,028 $ 228,081 Services 859,605 38,898 Royalties 1,103,645 348,820 Interest 137,691 26,478 Total $ 3,077,969 $ 642,277











Revenue by Operating Division





Year ended Nine months ended December 31, 2017 December 31, 2016 Holdings $ 1,241,336 $ 375,298 Brands 977,028 228,081 Advisory 859,605 38,898 Total $ 3,077,969 $ 642,277











Cost of sales by revenue type





Year ended Nine months ended

December 31, 2017 December 31, 2016 Products $ 1,391,896 $ 190,505 Services 218,479 27,506 Royalties 561,965 95,776 Total $ 2,172,340 $ 313,787











Gross margin amounts and percentages by revenue type





Year ended Nine months ended

December 31, 2017 December 31, 2016 Products $ (414,868) $ 37,576 Services 641,126 11,392 Royalties 541,680 253,044 Interest 137,691 26,478 Total $ 905,629 $ 328,490



















Year ended Nine months ended

December 31, 2017 December 31, 2016 Products (42%) 16% Services 75% 29% Royalties 49% 73% Interest 100% 100% All Types 29% 51%











Operating Expenses





Year ended Nine months ended

December 31, 2017 December 31, 2016 Sales and marketing $ 1,456,874 $ 573,469 Research and development 931,053 744,762 General and administrative 10,076,087 5,564,274 Amortization of intangibles 796,883 131,221 Total $ 13,260,897 $ 7,013,726

Adjusted EBITDA2





Year ended Nine months ended

December 31, 2017 December 31, 2016





Net loss for the period $ (9,065,492) $ (10,317,479) Add (Subtract)





Amortization of property and equipment 178,821 111,331

Amortization of intangible assets 796,883 131,221

Amortization of royalty investments 493,961 -

Interest expense 467,957 176,958

Interest income (137,691) (26,478)

Current income taxes (105,021) -

Deferred income tax recovery (1,605,823) (52,224) EBITDA (8,976,405) (9,976,671)

Gains on investments (10,882,154) -

Impairment of loans and advances 3,776,081 -

Impairment of convertible notes receivable 559,845 -

Impairment of intangible assets & goodwill 2,335,000 -

Impairment of royalty investments 1,014,211 -

Listing expense - 3,901,011

Bargain purchase - (59,358)

Penalties from non-completion of transactions 204,060 -

Gain on disposal of equipment (91,674) -

Write-off of Achelois inventory 422,386



Bad debt expense - Cascadia royalties 919,481



Share based compensation 3,583,881 2,486,130

Unrealized loss on embedded derivatives 110,965 -

Gain on dilution of equity accounted investment (1,017,831) -

Foreign exchange 436,555 (243,868) TOTAL ADJUSTED EBITDA $ (7,605,600) $ (3,648,888) Weighted average number of common shares outstanding - basic and diluted 41,439,567 25,237,273 ADJUSTED EBITDA per share - basic and diluted $ (0.18) $ (0.14)





2 Adjusted EBITDA and Adjusted EBITDA per share are non-IFRS measures. See "Adjusted EBITDA" in the Company's Management's Discussion and Analysis for the three and twelve-month periods ended December 31, 2017.

Message from the CEO

Fellow Shareholders,

The past four months have been a watershed period for CannaRoyalty. Our team has made substantial progress executing our strategy to build a leading North American, and one day global, cannabis consumer products company. I am pleased to note that we have already made meaningful advancements toward achieving the three primary opportunities that I outlined in my November letter:

Continue to drive growth of the CR Brands product portfolio and expand points of distribution; Make judicious acquisitions of promising products or leading brands; and Increase commercial production and gradually drive efficiencies.

Continue to drive growth of the CR Brands product portfolio and expand points of distribution

At this relatively early stage in the growth of our in-house brand portfolio, we are focused primarily on driving distribution reach, brand awareness, and customer loyalty. Our efforts on the brand-building side are beginning to bear fruit and in February 2018 we won six industry awards for our work on Soul Sugar Kitchen. We are also dramatically scaling our distribution and logistics network across California, through our recent acquisition of Alta Supply Inc. ("Alta Supply") and agreement to merge with River Distribution ("RVR").

Make judicious acquisitions of promising products or leading brands

In March 2018 we consolidated the California manufacturing and distribution rights to global award-winning Bhang® brand vaporizer and Bhang® edibles products under Kaya Management Inc. ("Kaya"), which is now a wholly-owned subsidiary of CannaRoyalty. Bhang® products are some of the most awarded cannabis products, globally. Combined, Kaya and the former manufacturer of Bhang® edibles produced approximately US$8.0 million in revenue in 2017.

Increase commercial production and gradually drive efficiencies

In Q1 2018, we moved all CR Brands manufacturing and product development functions to Kaya's Oakland facility, which currently produces Bhang® products for the California market. We expect the combined manufacturing revenue from Kaya will drive substantial quarter over quarter growth through the remainder of 2018, starting in Q2. Since my last letter, we have also capitalized on a new opportunity with Floracal® Farms ("FloraCal"), a leading premium craft cannabis cultivator in Sonoma County, to develop and sell branded cannabis products as well as to jointly execute an expansion of FloraCal's cultivation footprint into our Santa Rosa facility.

What's next in California?

Given the size and scale of the California market, cross-state distribution is a critical element of our platform. We also view distribution as one of the most strategically compelling components of the highly regulated cannabis value chain in California. The acquisitions of Alta Supply and RVR will give CannaRoyalty a leading cannabis distribution and logistics network in the world's largest regulated cannabis market. Together, these businesses generated revenue of US$31.9 million in 2017. With our distribution platform, we are well positioned to rapidly expand the sales and reach of existing brands that are looking to access shelf-space across the state, as well as for dispensaries seeking access to a full spectrum of top products and brands. We can also leverage this infrastructure to do the same for our own brands.

The Canadian Opportunity

As the Canadian market moves closer to the sale of cannabis consumer products, we are assembling substantial know-how, intellectual property, and brands to bring back to Canada. Since November, we have significantly advanced our focus on this area and anticipate a continuation of this in the months to come. Some of the successes we have had in this area include an exclusivity arrangement for the license of MüV products and two deals focused on establishing Canadian retail access for CR Brands products. Recently, we have also established Trichome Yield Corp., to offer secured lending solutions to companies operating across the Canadian cannabis value chain, nominated an experienced board of directors and executed our first deal with a leading Canadian online and retail vaporizer products company.

Focusing our Portfolio

Most of our long-term investors are aware of our roots as a diversified investment vehicle. As I outlined last quarter in my shareholder letter, in Phase I of our growth plan, we invested in a basket of companies in value-added areas of the legal cannabis market in North America. Our shift to Phase II of our plan, which is well underway, has involved consolidation of core assets that further the Company's strategy, and rationalization of assets that are non-core. Our acquisition of 100% of RVR is an example of the former, and the announcement of our joint venture with Aequus Pharmaceuticals, to which we intend to contribute our stake in Bodhi Research & Development Inc., is an example of the latter.

To support the Company's strategic focus and rationalization, we have made some difficult decisions regarding two early CannaRoyalty investments, Rich Extracts and Cascadia. As any early stage growth investor knows, despite the best efforts of a dedicated, professional team, investments don't always work out the way you anticipate they will. While we are working to protect our investments in these situations, substantial capital and human resources would be required to realize returns at this stage. Conversely, we also realized significant gains on other positions such as Anandia and AltMed and a significant increase in the implied value of our Resolve position, supported by a recent equity financing.

Over the next 12 months, I see five key opportunities for our business:

Integrate the operations of acquired companies, including Kaya, Alta Supply and RVR; Make strategic acquisitions of promising products or leading brands; Drive growth of distributed and CR Brand products; Lay the foundation for sale of CR Brand products in other jurisdictions, beginning in Canada ; and Portfolio focus and rationalization

Today, I am more confident than ever in our ability to realize our objectives and create significant shareholder value. Our team more than doubled from Q4-2016 to Q4-2017 and I am proud of the contribution of that each of those team members and each member of our team of dedicated advisors, has made to our substantial progress in 2017.

Many thanks for your ongoing support. I can say with confidence that this is just the beginning of our exciting and profitable journey together.

(signed)

Marc Lustig, CEO

Share Capital

The Company's authorized share capital is an unlimited number of common shares of which 43,898,445 were issued and outstanding as at December 31, 2017 (December 31, 2016 – 36,006,956 common shares). The Company has issued 4,153,150 RSUs that have not been exercised as at December 31, 2017 including 1,933,587 that have vested (December 31, 2016 – 2,774,800 including 1,065,637 that had vested). As of December 31, 2017, there are share purchase warrants and broker warrants outstanding that can potentially be converted to 4,112,712 shares (December 31, 2016 – 1,113,633).

Conference Call

CannaRoyalty will host a conference call on, Wednesday, April 4, 2018 at 8:30 a.m. (Eastern Time) to discuss its 2017 fourth quarter and full year financial results. The call will be chaired by Marc Lustig, Chief Executive Officer, François Perrault, Chief Financial Officer and Afzal Hasan, EVP Corporate Development and General Counsel.



Participant Dial-in Webcast Reference Number Conference Call 647-427-7450; or 1-888-231-8191 http://bit.ly/2DysCc9

Replay (available for 2 weeks) 416-849-0833; 613-667-0035;

or 1-855-859-2056

7493733

About CannaRoyalty

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 Stock 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 including the Company's expectations with respect to pursuing new opportunities, anticipated timing for release of the Company's financial results and filing of its final prospectus, 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: dependence on obtaining regulatory approvals; 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; limited operating history; reliance on management; requirements for additional financing; 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.

Consolidated Statements of Loss and Comprehensive Loss

In Canadian dollars













Year ended 9 months ended



December 31, 2017 December 31, 2016 Revenue

$ 3,077,969 $ 642,277







Cost of sales

(2,172,340) (313,787)







Gross margin

905,629 328,490







Operating expenses





Sales and marketing

1,456,874 573,469 Research and development

931,053 744,762 General and administrative

10,076,087 5,564,274 Amortization of brands and technologies

796,883 131,221







Loss from operations

(12,355,268) (6,685,236)







Other income (expenses)





Gain on disposal of equipment

91,674 - Changes in fair value of investments

10,882,154 - Impairment of loans and advances

(3,776,081) - Impairment of convertible notes receivable

(559,845) - Impairment of intangible assets & goodwill

(2,335,000) - Impairment of royalty investments

(1,014,211) - Profit (loss) from equity accounted investees, net of tax

(280,180) 63,401 Gain on investment from change to/from Equity method

- 26,875 Bargain purchase

- 59,358 Changes in fair value of embedded derivatives

(110,965) - Additional expense related to letter of intent transaction

(204,060) - Adjustment from non-completion of share swap transaction





Listing expense

- (3,901,011) Foreign exchange gain (loss)

(436,555) 243,868 Interest expense

(467,957) (176,958) Interest income

- -







Net loss before tax

(10,566,294) (10,369,703)







Current tax expense

(105,021) - Deferred tax recovery

1,605,823 52,224







Net loss for the period

$ (9,065,492) $ (10,317,479)







Other comprehensive loss for the period





Foreign currency translation differences

(929,957) (102,762)







Total comprehensive loss for the period

$ (9,995,449) $ (10,420,241)







Net loss per common share - basic and diluted

$ (0.22) $ (0.41)







Weighted average number of common shares outstanding

41,439,567 25,237,273 - basic and diluted













Total net loss for the period attributable to:





Owners of the company

$ (8,891,490) $ (10,314,475) Attributable to non-controlling interest

(174,002) (3,004)



$ (9,065,492) $ (10,317,479) Total comprehensive loss for the period attributable to:





Owners of the company

$ (9,821,447) $ (10,417,237) Attributable to non-controlling interest

(174,002) (3,004)



$ (9,995,449) $ (10,420,241)

Consolidated Statements of Financial Position

In Canadian dollars













December 31, 2017 December 31, 2016 (restated)







ASSETS





Current





Cash and equivalents

$ 4,522,644 $ 2,945,895 Amounts receivable

1,429,123 556,170 Inventory

270,169 641,350 Prepaid and other assets

250,744 110,834 Loans receivable - current

1,102,168 2,943,161 Convertible notes - current

373,127 -



7,947,975 7,197,410















Loans receivable

66,421 - Convertible notes receivable

- 864,806 Derivative assets

- 114,505 Interest in equity accounted investees

3,596,333 3,541,281 Investments

17,243,342 2,228,750 Royalty investments

5,834,613 2,593,891 Property and equipment

1,084,098 1,393,112 Intangible assets and goodwill

10,366,975 14,264,183



38,191,782 25,000,528



















$ 46,139,757 $ 32,197,938















LIABILITIES













Current





Amounts payable and accrued liabilities

$ 1,606,689 $ 1,886,189 Loan payable

425,345 451,618 Current tax liability

102,236 -



2,134,270 2,337,807















Convertible debt

1,431,950 1,376,583 Line of credit

826,517 - Deferred tax liability

1,278,676 3,001,766











$ 5,671,413 $ 6,716,156







SHAREHOLDERS' EQUITY





Share capital

$ 50,007,891 $ 31,351,441 Share subscription and contingent shares

- 4,520,000 Warrants reserve

4,149,703 628,623 Contributed surplus

9,902,292 2,577,811 Accumulated other comprehensive loss

(1,032,719) (102,762) Accumulated deficit

(22,381,817) (13,490,327) Non-controlling interest

(177,006) (3,004)



40,468,344 25,481,782











$ 46,139,757 $ 32,197,938

Consolidated Statements of Cash Flows

In Canadian dollars



Year Ended 9 months ended

December 31, 2017 December 31, 2016





CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES



Net loss for the period $ (9,065,492) $ (10,317,479) Items not affecting cash:





Bad debts expense 989,318 132,790

Bargain purchase - (59,358)

(Income) loss from equity accounted investees 280,180 (63,401)

Amortization of property and equipment 178,821 111,331

Amortization of intangibles 796,883 131,221

Amortization of royalties 493,961 -

Amortization of fees related to line of credit 294,727 -

Non-cash listing expense related to RTO - 3,698,618

Share based compensation 3,583,881 2,486,130

Consulting fees paid via issuance of shares 30,000 -

Additional expense related to letter of intent 204,060 -

Deferred tax recovery (1,605,823) (52,224)

Loss on impairment of loans receivable 3,776,081 -

Loss on impairment of convertible notes receivable 559,845



Loss on impairment of royalties 1,014,211 -

Loss on impairment of goodwill and intangible assets 2,335,000 -

Loss related to change in fair value of embedded derivatives 110,965 -

Accretion of derivative assets and liabilities 76,426 -

Gain on disposal of equipment (91,674) -

Gain on investment due to change to equity method - (26,875)

Gain on investments (10,882,154) -

Write-off of inventory 422,386 -

Foreign currency translation differences

-

(6,498,398) (3,959,247) Changes in non-cash items relating to operations:





Increase in amounts receivable (1,933,896) (313,916)

Increase in inventory (66,150) (15,737)

Decrease (increase) in prepaid and other assets (139,910) (15,732)

Increase (decrease) in accounts payable and accruals (83,375) 392,938

Increase in current tax liability 102,236 -

(8,619,492) (3,911,694)





CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES



Purchase of property and equipment (170,379) (136,734) Investments in joint ventures - (192,540) Increase in share subscription receivable - - Purchase of interests in equity accounted investments (326,780) (1,486,875) Purchase of investments - - Purchase of interests in investments without significant influence (1,771,218) (378,680) Purchase of controlled interest (133,333) 50,061 Royalty financing arrangements (4,799,031) (571,002) Purchase of Intangible assets - (315,864) Loans advanced to debtors, net of repayment (2,216,377) (2,929,280) Convertible loans advanced to debtors, net of repayment - (806,460)

(9,417,118) (6,767,374)





CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES



Proceeds from shares in private placements, net of issuance costs - 3,994,949 Proceeds from shares in bought deal financing, net of issuance costs 11,555,882 4,365,194 Proceeds from issuance of warrants, net of issuance costs 2,201,120 1,343,811 Proceeds from exercise of warrants 3,145,333 2,145,563 Proceeds from line of credit 3,000,000 - Fees paid to obtain line of credit (167,810) - Proceeds from issuance of convertible debt - 1,500,000 Interest payments on convertible debt (75,000) - Proceeds from issuance of stock options 25,000 50,000 Net advances / (repayment to) lenders - (280,711) Tax withholding paid on exercise of restricted share units (84,887) - Cash received for subscribed shares - 500,000

19,599,638 13,618,806 Effect of movement of exchange rates on cash held 13,721 -





INCREASE (DECREASE) IN CASH 1,576,749 2,939,738





CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,945,895 6,157





CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,522,644 $ 2,945,895

SOURCE CannaRoyalty Corp.

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