National Access Cannabis Corp. Announces Receipt for Final Prospectus in Connection with Special Warrant Offering

Press Release

/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  – 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

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, emily.gibbs@loderockadvisors.com; Media Inquiries: Jessica Patriquin, 416-640-5525 x 230, M 416-995-8496, E jessicap@wearemaverick.com

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