Combined with funding provided by four of
Canada's top Licensed Producers,
the Company is well positioned for the opening of 200
additional cannabis retail stores over the next 18 months
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
OTTAWA, Nov. 23, 2018 /CNW/ - National Access
Cannabis Corp. ("NAC" or the "Company") (TSXV: META)
today announced it has closed its previously announced brokered
private placement offering (the "Offering") of special
warrants of NAC (the "Special Warrants") that entitle the
holders thereof to receive 8.00% senior secured convertible
debentures of the Company (the "Convertible Debentures")
upon exercise or deemed exercise of the Special Warrants. 21,150
Special Warrants were issued at a price of $1,000 per Special Warrant for aggregate gross
proceeds to the Company of $21,150,000. The Offering was led by Cormark
Securities Inc., on behalf of a syndicate of agents that included
Canaccord Genuity Corp., Beacon Securities Limited, INFOR Financial
Inc. and PI Financial Inc. (together, the "Agents"). The net
proceeds from the Offering will be used by the Company to repay
existing debt.
Terms of the Offering Securities
Each Special Warrant entitles the holder thereof to receive,
subject to adjustment in certain instances and without payment of
any further consideration, one Convertible Debenture, each with a
deemed issue price of $1,000 per
Convertible Debenture. Special Warrants that have not been
previously voluntarily exercised will be deemed exercised on behalf
of, and without any required action on the part of, the holders of
Special Warrants on the earlier of: (i) the third business day
after the date on which a final receipt ("Final Receipt")
has been issued by the securities regulatory authorities in the
provinces in which the Special Warrants are sold, for a final
prospectus (the "Final Prospectus") qualifying the
Convertible Debentures issuable upon deemed exercise of the Special
Warrants; and (ii) 4:59 p.m.
(Toronto time) on March 24, 2019. In the event that a Final Receipt
for the Final Prospectus is not obtained prior to January 7, 2019 (the "Qualification
Deadline"), each Special Warrant shall thereafter be
exercisable into 1.1 Convertible Debentures (in lieu of 1
Convertible Debenture). The Company will continue to use
commercially reasonable efforts to obtain a Final Receipt on or
before the Qualification Deadline.
The Convertible Debentures will be senior, secured obligations
of NAC and will bear interest at a rate of 8.00% per annum, payable
semi-annually in arrears on May 31
and November 30 of each year,
commencing May 31, 2019. The
Convertible Debentures will be convertible at any time at the
option of the holders thereof into common shares of the Company
("Common Shares") at a conversion price of $1.08 per Common Share (the "Conversion
Price"), subject to customary adjustment. The Convertible
Debentures will mature on November 30,
2021 (the "Maturity Date").
The Company has the right at any time beginning March 24, 2019 to force the conversion of the
principal amount of the then outstanding Convertible Debentures at
the Conversion Price on not less than 30 days' notice should the
daily volume weighted average trading price of the Common Shares on
the TSX Venture Exchange (the "TSXV") be greater than
$1.57 for any 10 consecutive trading
days. Holders converting their Convertible Debentures under a
mandatory conversion will receive unpaid interest thereon for the
period from the date of the latest interest payment date to, and
including, the Maturity Date.
The Company has also received conditional approval from the TSXV
to list the Convertible Debentures on the TSXV. Trading in the
Convertible Debentures will be subject to the fulfilment of
customary listing requirements and is expected to commence on or
about the third business day after which the Final Receipt is
issued.
Unless a Final Receipt is issued, any outstanding Special
Warrants and underlying Convertible Debentures and Common Shares
shall be subject to a hold period in Canada expiring on March 24, 2019.
In consideration of the services provided by the Agents, the
Company paid the Agents a cash fee equal to 6% of the gross
proceeds of the Offering.
The Special Warrants, the Convertible Debentures and the Common
Shares issuable on conversion thereof, have not and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Act"), and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements under the
Act. This press release does not constitute an offer to sell or a
solicitation of any offer to buy the Convertible Debentures in
the United States.
About National Access Cannabis Corp.
NAC is a best practices leader in delivering secure,
safe, and responsible access to legal cannabis in Canada. Through its Canada-wide network
of medical cannabis clinics, partner pharmacies, NAC Bio's clinical
research division, Meta Cannabis Supply Co.™ and NewLeaf Cannabis™
recreational cannabis retail stores, NAC enables patients and the
public to gain knowledge and access to Canada's network
of authorized Licensed Producers of cannabis. NAC is listed on the
TSX Venture Exchange under the symbol (TSXV: META).
For more information, visit:
www.nationalaccesscannabis.com
www.metacannabis.com
www.newleafcannabis.ca
www.nacbio.com
www.nacmedical.com
Cautionary Statements
This news release contains forward looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward looking
statements or information. Forward-looking statements and
information in this news release include, but are not limited to,
the use of proceeds of the Offering, filing of the Final
Prospectus, obtaining the Final Receipt, and the listing of the
Convertible Debentures on the TSXV. Although the Company believes
that the expectations and assumptions on which the forward-looking
statements and information are based are reasonable, undue reliance
should not be placed on the forward-looking statements and
information because the Company cannot give any assurance that they
will prove to be correct. Since forward looking statements and
information address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual
results and developments may differ materially from those that are
currently contemplated by these statements depending on, among
other things, risks relating to the ability to obtain or maintain
licenses to retail cannabis products; future legislative and
regulatory developments involving cannabis; inability to access
sufficient capital from internal and external sources, and/or
inability to access sufficient capital on favourable terms; the
labour market generally and the ability to access, hire and retain
employees; and the medical and potential cannabis industry in
Canada generally. The Company
cautions that the foregoing list of risks and uncertainties is not
exhaustive.
The forward-looking statements and information contained in this
news release are made as of the date hereof and the Company
undertakes no obligation to update publicly or revise any forward
looking statement or information, whether as a result of new
information, future events or otherwise, unless so required by
applicable securities laws.
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.
SOURCE National Access Cannabis Corp.