/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Jan. 23, 2020 /CNW/ - National Access Cannabis Corp. (TSXV: META) d/b/a Meta Growth ("Meta Growth", "META" or the "Company"), is pleased to announce that it has entered into an agreement with Echelon Wealth Partners Inc. ("Echelon"), pursuant to which Echelon has agreed to purchase, on a bought deal basis, 45,454,600 units (the "Units") of the Company at a price of $0.22 per Unit (the "Issue Price") for gross proceeds of approximately $10,000,000 million (the "Offering").

Each Unit will consist of one common share of the Company (each a "Common Share") and one common share purchase warrant (each a "Warrant" and collectively the "Warrants"). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.29 for a period of 36 months from the closing date of the Offering.

The Offering will be conducted by a syndicate led by Echelon as lead underwriter and sole bookrunner. The Company has granted Echelon an option to purchase up to an additional 15% of the Units sold under the Offering, at the Issue Price. The Over-Allotment Option may be exercised in whole or in part to purchase Shares, Warrants or Units as determined by Echelon upon written notice to the Company at any time up to 30 days following the closing date of the Offering (the "Over-Allotment Option").

The Company intends to use the net proceeds of the Offering to expand its retail footprint in Ontario, as well as for working capital and general corporate purposes.

Meta Growth has agreed to grant Echelon a cash commission equal to 7% of the gross proceeds of the Offering (including the Over-Allotment Option), which shall be payable on the closing date of the Offering and/or of the Over-Allotment Option, as applicable.

The Offering will be completed (i) by way of a prospectus supplement to the base shelf prospectus of the Company dated August 1, 2019 to be filed in all of the provinces of Canada with the exception of Quebec, (ii) on a private placement basis in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company's securities under domestic or foreign securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under 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.

The Offering is expected to close on or about February 06, 2020, or such other date as the Company and Echelon may agree, and is subject to customary closing conditions, including the approval of the securities regulatory authorities and the TSX Venture Exchange.

About Meta Growth

Meta Growth is a leader in secure, safe and responsible access to legal recreational cannabis in Canada. Through its Canada-wide network of Meta Cannabis Co.™, Meta Cannabis Supply Co.™ and NewLeaf Cannabis™ recreational cannabis retail stores, Meta Growth enables the public to gain knowledgeable access to Canada's network of authorized Licensed Producers of cannabis. National Access Cannabis d/b/a Meta Growth is listed on the TSX Venture Exchange under the symbol (TSXV: META).

Cautionary Statements

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, the Company's intention to complete the Offering and the timing thereof the use of proceeds of 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 and developments may differ materially from those that are currently contemplated by these statements depending on, among other things, receipt of all necessary regulatory approvals, completion of all conditions to closing of the Offering, risks relating to future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; general business, economic, competitive, political, regulatory and social uncertainties; the delay or failure to receive regulatory approvals and the recreational 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 the 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."

SOURCE National Access Cannabis Corp d/b/a Meta Growth

For further information: Meta Growth: Mark Goliger, Chief Executive Officer, Meta Growth, Tel: 647-689-6382, [email protected]; Meta Growth Media Inquiries: Jessica Patriquin, Tel: 416-640-5525 x 230, Cell: 416-995-8496, [email protected]

Related Links

www.NationalAccessCannabis.com

