/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
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:
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.
For further information: National Access Cannabis Corp., Mark Goliger, Chief Executive Officer, 1-800-411-1126, Info@NationalAccessCannabis.com; Investor Relations: Emily Gibbs, LodeRock Advisors Inc., 416-546-8775, firstname.lastname@example.org; Media Inquiries: Jessica Patriquin, 416-640-5525 x 230, M 416-995-8496, E email@example.com