National Access Cannabis Announces Private Placement Financing

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.

Investor Relations: Robert Kelly, LodeRock Advisors Inc., [phone], [email protected]; National Access Cannabis Corp.: Mark Goliger, Chief Executive Officer, 1 [phone], [email protected]