OTTAWA, Jan. 19, 2018 /CNW/ - National Access Cannabis
Corp. ("NAC" or the "Company") (TSXV: NAC),
Canada's best practices leader in
delivering secure, safe, and responsible access to legal medical
cannabis, announces that it intends to issue, by way of
non-brokered private placement, up to 10,909,091 units of the
Company ("Units") at a purchase price of $0.55 per Unit (the "Offering Price") for
gross proceeds of up to $6,000,000
(the "Offering"). Each Unit will be comprised of one common
share in the capital of the Company ("Common Share") and
one-half of one Common Share purchase warrant (each whole Common
Share purchase warrant, a "Warrant"). Each whole Warrant
shall entitle the holder thereof to purchase one Common Share (a
"Warrant Share") at a price of $0.90 (the "Exercise Price") per Warrant
Share, subject to adjustment in certain events, for a period of 24
months following the closing of the Offering. The Company
shall have the right to accelerate expiry of the Warrants at any
time where the volume weighted average trading price of the Common
Shares for any 10 consecutive trading day period is greater than
$1.10. Commencing on the date
which is four months following the closing of the Offering, the
Company shall have the right, on not less than 15 days prior
written notice to the holder (the "Acceleration Notice"),
which Acceleration Notice shall be sent within five trading days
immediately following such 10 trading day period, to accelerate the
expiry date to a day which is not less than 15 days following the
date of the Acceleration Notice.
It is anticipated that the proceeds of the Offering (after
deduction of costs of fees incurred) will be used for general
corporate purposes and future working capital. Although the
Company intends to use the proceeds of the Offering as described
above, the actual allocation of proceeds may vary from the uses set
forth above, depending on future operations or unforeseen events or
opportunities.
The Company may pay finder's fees to one or more eligible
persons ("Finders") consisting of a cash payment of up to 6%
of gross proceeds raised from applicable subscriptions in the
Offering and the issuance of Finder's warrants ("Finder's
Warrants") of up to 6% of the number of Units issued pursuant
to applicable subscriptions in the Offering. Each Finder's Warrant
will entitle the holder to acquire one Common Share at a price
equal to the Exercise Price for a period of 24 months from the
closing of the Offering.
Completion of the Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary
regulatory approvals including the approval of the TSX Venture
Exchange (the "TSXV"). The TSXV has not approved the
Offering Price or the Exercise Price and these remain subject to
the change. The Units issued in connection with the Offering and
the underlying Common Shares, Warrants and Warrant Shares will be
subject to a statutory hold period of four months plus one day from
the date of completion of the Offering, in accordance with
applicable securities legislation.
This news release does not constitute an offer to sell or
solicitation of an offer to buy any of the securities in the United
States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (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.
About National Access Cannabis
NAC is Canada's best practices
leader in delivering secure, safe, and responsible access to legal
medical cannabis. NAC enables patients to gain knowledge and the
legal medical documentation required to navigate Canada's disparate network of authorized
Licensed Producers of Cannabis. Through its Canada-wide network of care centres, NAC has
partnered with health professionals to improve the quality of life
of its local members and provide services designed to inform,
educate and supply expert advice. For more information, visit
www.nationalaccesscannabis.com or refer to the Company's profile on
the SEDAR website at www.sedar.com.
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,
statements concerning the completion of the Offering and the timing
thereof, the size of the Offering, the use of proceeds from the
Offering and the payment of fees to certain eligible persons in
connection with 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 could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are not
limited to, risks associated with general economic
conditions; adverse industry events; marketing costs; loss of
markets; 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 medical and potential cannabis industry in
Canada generally; income tax
and regulatory matters; the ability of the Company to implement its
business strategies; competition; crop failure; currency and
interest rate fluctuations; and other risks. The Company
cautions that the foregoing list of risks and uncertainties is not
exhaustive.
In addition, the reader is cautioned that historical results
are not necessarily indicative of future performance. 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.
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES.
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.