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TORONTO, Jan. 7, 2019 /CNW/ - National Access
Cannabis Corp. ("NAC" or the "Company") (TSXV: META)
announces that it has received a receipt from the Ontario
Securities Commission dated January 7,
2019 (the "Receipt") for the final short form
prospectus of the Company dated January 4,
2019 (the "Final Prospectus"). The Final Prospectus
was filed with the securities regulatory authorities in each of the
provinces of Canada, other than
Quebec, to qualify the
distribution of $21,150,000 aggregate
principal amount of 8.0% convertible secured senior debentures (the
"Debentures") issuable, for no additional consideration,
upon the deemed exercise of 21,150 special warrants of NAC (the
"Special Warrants"). The Special Warrants were previously
issued on November 23, 2018 pursuant
to a brokered private placement of the Company (the
"Offering"). 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 Corp.
Pursuant to the terms of the Agency Agreement, the Company
agreed to use its commercially reasonable efforts to obtain a
receipt for the Final Prospectus from the Ontario Securities
Commission qualifying the distribution of the Debentures as soon as
possible and in any event prior to 4:59
p.m. on January 7, 2019 (the
"Qualification Deadline"). The Company obtained the Receipt
prior to the Qualification Deadline.
In accordance with terms of the special warrant indenture
governing the Special Warrants, each Special Warrant entitles the
holder thereof to receive one Debenture with a principal amount of
$1,000 on the exercise or deemed
exercise of the Special Warrant. Pursuant to the special warrant
indenture, all unexercised Special Warrants will be deemed
exercised, without further action on the part of the holder, on
January 10, 2019, being the third
business day following the date of the Receipt. Following the
exercise of the Special Warrants, NAC will have $21,150,000 aggregate principal amount of
Debentures outstanding.
The Company has also received conditional approval from the TSXV
to list the Debentures. Trading in the Debentures will be subject
to the fulfilment of customary listing requirements and is expected
to commence during the second week of January.
The Special Warrants, the 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 Debentures in the United States.
An electronic copy of the Final Prospectus may be obtained under
the Company's profile via SEDAR at www.sedar.com.
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 deemed exercise of the Special Warrants and the listing of the
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.