/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Jan. 23, 2020 /CNW/ - National Access Cannabis
Corp. (TSXV: META) d/b/a Meta Growth ("Meta Growth",
"META" or the "Company"), is pleased to announce that
it has entered into an agreement with Echelon Wealth Partners Inc.
("Echelon"), pursuant to which Echelon has agreed to
purchase, on a bought deal basis, 45,454,600 units (the
"Units") of the Company at a price of $0.22 per Unit (the "Issue Price") for
gross proceeds of approximately $10,000,000
million (the "Offering").
Each Unit will consist of one common share of the Company (each
a "Common Share") and one common share purchase warrant
(each a "Warrant" and collectively the "Warrants").
Each Warrant will entitle the holder thereof to acquire one Common
Share at a price of $0.29 for a
period of 36 months from the closing date of the Offering.
The Offering will be conducted by a syndicate led by Echelon as
lead underwriter and sole bookrunner. The Company has granted
Echelon an option to purchase up to an additional 15% of the Units
sold under the Offering, at the Issue Price. The Over-Allotment
Option may be exercised in whole or in part to purchase Shares,
Warrants or Units as determined by Echelon upon written notice to
the Company at any time up to 30 days following the closing date of
the Offering (the "Over-Allotment Option").
The Company intends to use the net proceeds of the Offering to
expand its retail footprint in Ontario, as well as for working capital and
general corporate purposes.
Meta Growth has agreed to grant Echelon a cash commission equal
to 7% of the gross proceeds of the Offering (including the
Over-Allotment Option), which shall be payable on the closing date
of the Offering and/or of the Over-Allotment Option, as
applicable.
The Offering will be completed (i) by way of a prospectus
supplement to the base shelf prospectus of the Company dated
August 1, 2019 to be filed in all of
the provinces of Canada with the
exception of Quebec, (ii) on
a private placement basis in the United
States pursuant to exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") and (iii) outside
Canada and the United States on a basis which does not
require the qualification or registration of any of the Company's
securities under domestic or foreign securities laws.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of securities in the United States. The securities have not
been and will not be registered under the U.S. Securities Act or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
The Offering is expected to close on or about February 06, 2020, or such other date as the
Company and Echelon may agree, and is subject to customary closing
conditions, including the approval of the securities regulatory
authorities and the TSX Venture Exchange.
About Meta Growth
Meta Growth is a leader in secure, safe and responsible access
to legal recreational cannabis in Canada. Through its Canada-wide network of Meta Cannabis Co.™,
Meta Cannabis Supply Co.™ and NewLeaf Cannabis™ recreational
cannabis retail stores, Meta Growth enables the public to gain
knowledgeable access to Canada's
network of authorized Licensed Producers of cannabis. National
Access Cannabis d/b/a Meta Growth is listed on the TSX Venture
Exchange under the symbol (TSXV: META).
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 includes, but is not limited to,
the Company's intention to complete the Offering and the timing
thereof the use of proceeds of the Offering. 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, receipt of all
necessary regulatory approvals, completion of all conditions to
closing of the Offering, risks relating to future legislative and
regulatory developments; inability to access sufficient capital
from internal and external sources, and/or inability to access
sufficient capital on favourable terms; general business, economic,
competitive, political, regulatory and social uncertainties; the
delay or failure to receive regulatory approvals and the
recreational 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 the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release."
SOURCE National Access Cannabis Corp d/b/a Meta Growth