CALGARY, Alberta, Aug. 31, 2017 (GLOBE NEWSWIRE) -- National Access Cannabis Corp. (formerly Brassneck Capital Corp.) (TSXV:BC.P) (the “Corporation”), is pleased to announce that it has closed its previously announced business combination involving National Access Cannabis Corp. (“NAC”) as the “Qualifying Transaction” of the Corporation (as such term is defined within the meaning of Policy 2.4 of the TSX Venture Exchange (the “Exchange”)). Subject to receiving final Exchange acceptance, the common shares of the Corporation (“Common Shares”) are expected to resume trading on the Exchange on or about September 7, 2017 under the new name “National Access Cannabis Corp.”, on a post-Share Split (as defined below) basis and under the trading symbol “NAC”.
Amalgamation
Pursuant to the terms of an amalgamation agreement dated effective July 10, 2017 (the “Amalgamation Agreement”) between the Corporation, NAC and 1119622 B.C. Ltd. (“Subco”), NAC and Subco amalgamated (the “Amalgamation”) under the Business Corporations Act (British Columbia) to form a new company under the corporate name “National Access Clinic Corp.” (“Amalco”). Amalco will carry on the business previously carried on by NAC as a subsidiary of the Corporation.
On August 30, 2017, the Corporation amended its articles to complete a share split (the “Share Split”) of all of its issued and outstanding Common Shares and all outstanding options and warrants to purchase Common Shares on the basis of 1.205 post-Share Split Common Shares for every 1 pre-Share Split Common Share.
Following completion of the Share Split and pursuant to the Amalgamation (with each Common Share being issued on a post-Share Split basis):
- the holders of common shares of NAC (“NAC Shares”), including persons receiving NAC Shares upon conversion or exercise of the Subscription Receipts (as defined below) and the Convertible Notes (as defined below), received one Common Share for each NAC Share held in exchange for the issuance to the Corporation of one common share of Amalco (“Amalco Common Shares”) for each NAC Share so exchanged;
- the Corporation received one Amalco Common Share for each common share of Subco (“Subco Share”) held;
- all of the options to purchase NAC Shares (“NAC Options”) were replaced with options to purchase one Common Share for each NAC Share issuable on exercise of the NAC Options; and
- all of the warrants to purchase NAC Shares (“NAC Warrants”) were replaced with warrants to purchase one Common Share for each NAC Share issuable on exercise of the NAC Warrants.
Upon completion of the Amalgamation, there were 115,974,063 Common Shares issued and outstanding. An aggregate 44,446,870 Common Shares issued to the former holders of NAC Shares were placed in escrow pursuant to a value security escrow agreement pursuant to the policies of the Exchange and will be released in accordance with the terms thereof.
Private Placement Financings
Prior to the closing of the Amalgamation, NAC completed a non-brokered convertible note financing on April 11, 2017, for aggregate gross proceeds of $1,000,000 (the “Convertible Note Financing”). The holders of the convertible notes (“Convertible Notes”) issued pursuant to the Convertible Note Financing were to be paid interest at a rate of 10% per year, payable semi-annually, with any accrued interest forgiven upon completion of the Amalgamation. Immediately prior to closing of the Amalgamation, the Convertible Notes were deemed to be exercised into NAC Shares at a price of $0.20 per NAC Share, for a total issuance of 5,000,000 NAC Shares. For certain services in connection with the Convertible Note Financing, PI Financial Corp. (“PI”) received 150,000 warrants (the “Agents Convertible Note Warrants”) to purchase an equivalent number of NAC Shares. The terms of the Agents Convertible Note Warrants provide that PI may acquire NAC Shares at an exercise price of $0.20 per NAC Share at any time up until April 11, 2019. Upon closing of the Amalgamation, all Agents Convertible Note Warrants were exchanged for warrants of the Corporation with identical terms to the Agents Convertible Note Warrants.
NAC also completed a brokered private placement on July 10, 2017, pursuant to which 24,000,000 subscription receipts of NAC (“Subscription Receipts”) were issued for aggregate gross proceeds of $6,000,000 (the “Subscription Receipt Financing”). Immediately prior to closing of the Amalgamation, each Subscription Receipt was deemed to be exercised without payment of any additional consideration and without further action on the part of the holders thereof, into one NAC Share. Pursuant to an agency agreement dated July 10, 2017, between the Corporation, NAC, and PI and Canaccord Genuity Corp. (collectively, the “Agents”) in connection with the Subscription Receipt Financing, the Agents received a cash commission of $240,000 upon closing of the Amalgamation (representing a cash commission of 6% of the gross proceeds of the Subscription Receipt Financing for Subscription Receipts placed by the Agent’s to purchasers other than purchasers in a presidents list of subscribers provided by NAC (the “President’s List”), for which the Agent’s received a cash commission of 2% of the gross proceeds for President’s List subscriptions). The Agents were also issued 960,000 warrants (“Agents Broker Warrants”) to purchase an equivalent number of NAC Shares (representing an issuance number equal to 6% of the Subscription Receipts placed by the Agent’s to purchasers other than purchasers on the President’s List, for which the Agent’s received Agents Broker Warrants equal to 2% of the Subscription Receipts sold to President’s List subscriptions). The terms of the Agents Broker Warrants provide that the Agents may acquire NAC Shares at an exercise price of $0.25 per NAC Share, or after the Closing of the Amalgamation, Common Shares, at an exercise price of $0.25 per NAC Share or Common Share, as applicable, exercisable until July 10, 2019. Upon closing of the Amalgamation, all Agents Convertible Note Broker Warrants were exchanged for warrants of the Corporation with identical terms to the Agents Broker Warrants.
Strategic Partnerships
Two strategic investors placed lead orders under the Subscription Receipt Financing, namely Alternate Health, Inc., a subsidiary of Alternate Health Corp. (“AHC”) and Paskwayak Business Development Corporation (“PBDC”), the business development arm of the Opaskwayak Cree Nation.
AHC is a diversified healthcare investment company listed on the Canadian Securities Exchange. “In recognition of NAC’s leadership in the Canadian medical cannabis industry, AHC has made a substantial investment in securities of NAC including its most recent private placement. We believe that this relationship creates a base for further expansion in the Canadian market and the delivery of comprehensive medical cannabis services for physicians and patients”, said Dr. Michael Murphy, Chief Executive Officer of Alternate Health Corp.
PBDC is the economic development holding company of the Opaskwayak Cree Nation (“OCN”) and PBDC focuses on creating economic development opportunities for the OCN. “With the potential legalization of cannabis expected in July of 2018, and the reduction of negative stigma around cannabis as a medication, discussions took place between NAC and PBDC. After doing our due diligence, PBDC determined that NAC was the right company, with the best business model for cannabis access, for the indigenous communities and Canada, as a whole. It is a shared vision that the NAC business model is embraced by indigenous communities, and across Canada. By bringing the NAC business model to indigenous communities, PBDC wants to ensure that indigenous communities across Canada have safe and legal access. PBDC and NAC are well-positioned to potentially provide authorized sale of cannabis products,” said Onekanew (Chief) Christian Sinclair of OCN.
The Corporation anticipates that its relationships with AHC and PBDC will be instrumental in its future growth plans.
Resulting Issuer
Following the closing of the Amalgamation, the officers and directors of the Corporation resigned. The board of directors of the Corporation is now comprised of Chuck Rifici, Rocco Meliambro, Dr. John Gillis, Jeff Hunt and Marc Lustig. In addition, Mark Goliger was appointed Chief Executive Officer, Michael Best was appointed Chief Financial Officer, Derrick Ogden was appointed President and Michael Saliken was appointed Corporate Secretary of the Corporation.
Cautionary Statements
This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the Amalgamation, the Subscription Receipt Financing, the Convertible Note Financing and associated transactions. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those that are currently contemplated by these statements depending on, among other things, the risks of the failure to obtain final acceptance by the Exchange of the Amalgamation that the use of proceeds from the Subscription Receipt Financing or the Convertible Note Financing may change as determined by the Corporation, that the strategic partnerships of the Corporation will have the anticipated benefits, or that any associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, its securities, or its financial or operating results (as applicable). The statements in this news release are made as of the date of this release.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
Neither 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.