Nova Cannabis Inc. Announces Up to $20 Million Market Settlement

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR BROADCASTING IN THE UNITED STATES/

EDMONTON, Alta., July 22, 2022 /CNW/ – Nova Cannabis Inc. (“Nova“or the”Company“) (TSX: NOVC) today announced the establishment of a public equity issuance program (the “ATM program“) which allows the Company to issue up to $20 million of ordinary shares (“Ordinary actions“) cash to the public from time to time, at the Company’s discretion and subject to regulatory requirements. All common stock sold under the ATM program will be sold at prevailing market prices when issued in ordinary brokerage transactions on the Toronto Stock Exchange (“TSX“), or another Canadian market on which the Common Shares are listed, quoted or otherwise traded.

Nova Cannabis Inc. Logo (CNW Group/Nova Cannabis Inc.)

The Company will determine, in its sole discretion, the date, the minimum price and the maximum number of common shares to be sold under the ATM program. Common Shares will be distributed at prevailing market prices at the time of each sale, at prices related to such prevailing market prices and/or as otherwise permitted by applicable law. Thus, prices may vary from one buyer to another over time. The Company is not obligated to sell common stock at any time during the term of the ATM program.

The Company expects to use the net proceeds from the ATM program to fund future growth opportunities, including acquisitions and investments, to fund capital expenditures, to reduce outstanding debt for working capital or general corporate purposes. of the company.

Sales of Common Shares through the ATM Program will be made pursuant to the terms of a Share Distribution Agreement dated July 22, 2022entered into between the Company and ATB Capital Markets Inc. (the “Agent“). The ATM Program will be in effect until the earliest of the following dates: (i) the date on which all of the common shares available for issuance under the ATM Program have been sold, (ii) the date on which the prospectus supplement (defined below) in respect of the ATM Program or the Shelf Prospectus (defined below) is withdrawn and (iii) the date on which the ATM Program is terminated by the Company or the Agent pursuant under the terms of the Share Distribution Agreement.

The common shares issued under the ATM program will be issued pursuant to a prospectus supplement dated July 22, 2022 (there “Prospectus Supplement“) to the Company’s final base shelf prospectus dated June 27, 2022filed with securities commissions or similar regulatory authorities in each of the provinces and territories of Canada (the “Base Prospectus”). The Prospectus Supplement and Shelf Prospectus will be available for download on SEDAR at www.sedar.com. Alternatively, the Agent participating in the ATM Program will arrange to send you these documents if you request them by contacting, Canada:

ATB Capital Markets, 66 Wellington Street West, Suite 3530, Toronto, ON M5K 1A1 or by phone at (647) 776-8230, or by email at [email protected]

This press release does not constitute an offer to sell or the solicitation of an offer to buy the common stock, and there will be no sale of the common stock in any jurisdiction in which such offer, solicitation or sale would be unlawful. before recording. or qualification under the securities laws of such jurisdiction.

ABOUT NOVA CANNABIS INC.

Nova Cannabis Inc. (TSX: NOVC) is one of from Canada largest and fastest growing cannabis retailers with the goal of disrupting the cannabis retail market by offering a wide range of high quality cannabis products at the best everyday prices. The Company currently owns and/or operates eighty-one (81) locations across alberta, Ontarioand Saskatchewan, primarily under its “Value Buds” banner. Additional information about Nova Cannabis Inc. is available at www.sedar.com and the Company’s website at www.novacannabis.ca.

FORWARD-LOOKING STATEMENTS

This press release contains information which, to the extent that it is not historical fact, may constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws (collectively “forward-looking statements“). Forward-looking statements are generally, but not always, identified by the use of words such as “continue”, “anticipate”, “will”, “expect”, “project”, “be”, ” purpose”, “should”, “plan”, “intent”, and similar words, including negatives thereof, or other similar expressions relating to matters that are not historical facts. All statements and information other than statements of historical fact contained in this press release is forward-looking. These forward-looking statements include statements about sales of common stock under the ATM program and the use of net proceeds from the ATM program.

With respect to the forward-looking statements contained in this press release, the Company has made certain assumptions regarding, among other things, demand for common shares, market conditions and the use of net proceeds from the ATM program.

Although the Company believes that the expectations reflected in the forward-looking statements and the assumptions on which such forward-looking statements are made are reasonable, particularly given the unprecedented uncertainty about the extent and impact of COVID- 19, there can be no guarantee that such expectations and assumptions will prove to be correct. Readers should not place undue reliance on the forward-looking statements included in this press release. Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that may cause actual performance and financial results to differ materially from estimates, forecasts or projections. These risks and uncertainties include, among others, the duration and severity of the COVID-19 pandemic on the Company’s business, operations and financial condition; the risk that Nova may not be able to execute its strategic plan and growth strategy as planned without material adverse effects from various factors beyond its control; dependence on suppliers; potential delays or changes in plans with respect to capital expenditures and the availability of capital on acceptable terms; risks inherent in the retail cannabis industry; competition for, among other things, customers, supplies, capital and skilled personnel; changes in labor costs and markets; incorrect assessments of the value of acquisitions; general economic and political conditions in Canada (including alberta, Saskatchewan and Ontario), and globally; industry conditions, including changes in government regulations; fluctuations in exchange rates or interest rates; unforeseen operating events; failure to obtain regulatory and third-party consents and approvals when required; changes in tax and other laws that affect Nova and its shareholders; the potential failure of counterparties to honor their contractual obligations; stock market volatility; and other factors described in the Company’s public documents available at www.sedar.com. Readers are cautioned that this list of risk factors should not be considered exhaustive.

The forward-looking statements contained in this press release are made as of the date hereof. Except as expressly required by applicable securities laws, Nova undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

SOURCE Nova Cannabis Inc.

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