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Nova Cannabis Inc. Announces Filing of Preliminary Short Form Base Shelf Prospectus and Increase of Credit Facility with Sundial Growers Inc. to $15 Million

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/Not for distribution to U.S. news wire services or dissemination in the United States

EDMONTON, AB, June 16, 2022 /CNW/ - Nova Cannabis Inc. (the "Company" or "Nova") (TSX: NOVC) today announced it has filed a preliminary short-form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada (the "base shelf prospectus").

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

The base shelf prospectus will, when made final, allow Nova and certain of its securityholders to qualify the distribution by way of prospectus in Canada of up to $35 million of common shares, subscription receipts, warrants, debt securities, units or any combination thereof, during the 25month period that the base shelf prospectus is effective. The base shelf prospectus is intended to provide Nova with financing flexibility and additional options for quicker access to equity and/or debt markets as it continues to pursue its strategic plan.  A copy of the base shelf prospectus can be found on SEDAR at www.sedar.com.

The specific terms of any offering of securities under the base shelf prospectus will be established in a prospectus supplement, which will be filed with the applicable securities commissions and similar regulatory authorities in connection with any such offering. The net proceeds from the sale of any securities issued under the base shelf prospectus could have a wide range of uses including to finance future growth opportunities including acquisitions and investments, to finance capital expenditures, to reduce outstanding indebtedness, for working capital purposes or for general corporate purposes. There is no certainty that any securities will be offered or sold under the base shelf prospectus within the 25-month period that it is effective.

Additionally, Sundial Growers Inc. (Nasdaq: SNDL) has agreed to increase the total principal amount available to Nova Cannabis Stores Limited Partnership, a wholly-owned subsidiary of Nova, under the uncommitted revolving credit facility with Sundial (the "Credit Facility") from $10 million to $15 million. As at the date of this announcement, Nova has drawn on the Credit Facility in an aggregate principal amount of $7.5 million.

"The additional access to capital provides Nova with the opportunity to continue to execute its disruptive and market leading strategy in the Canadian cannabis retail industry," said Marcie Kiziak, Chief Executive Officer of Nova.

This news release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any jurisdiction. This news release does not constitute an offer of securities for sale in the United States and the securities referred to in this news release may not be offered or sold in the United States absent registration or exemption from registration.

ABOUT NOVA CANNABIS INC.

Nova Cannabis Inc. (TSX: NOVC) is one of Canada's largest and fastest-growing cannabis retailers with a goal of disrupting the cannabis retail market by offering a wide range of high-quality cannabis products at every-day best value prices. The Company currently owns or operates eighty (80) locations across Alberta, Ontario, and 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 news release contains information that, to the extent that they are not historical fact, may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation (collectively "forward-looking statements").  Forward-looking statements are typically, but not always, identified by the use of words such as "continue", "anticipate", "will", "expect", "project", "to be", "objective", "should", "plan", "intention", and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical facts. All statements and information other than statements of historical fact contained in this news release are forward-looking statements. These forward-looking statements include statements about the filing of the base shelf prospectus and the offering or sale of any securities thereunder.

With respect to forward-looking statements contained in this news release, the Company has made certain assumptions regarding, among other things, the receipt from the securities commissions and similar regulatory authorities in the provinces and territories of Canada for a final short form base shelf prospectus and the offering of any securities thereunder; the Company's ability to identify locations for, construct and open, new stores and the costs related thereto; government regulations and applicable laws will not change in a manner adverse to the Company; receipt of necessary regulatory approvals to open new stores; demand for the products the Company sells; other factors that will drive sales growth in the "Value Buds" banner; availability of acquisition opportunities; sustainability of competitors' businesses and competition in the retail cannabis industry, including from the illicit cannabis market; consumer demands; and other factors that influence consumer behaviour.

Although the Company believes the expectations reflected in the forward-looking-statements, and the assumptions on which such forward-looking statements are made, are reasonable, especially given the unprecedented uncertainty of the full extent and impact of COVID-19, there can be no assurance that such expectations and assumptions will prove to be correct. Readers should not place undue reliance on forward-looking-statements included in this news 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 any estimates, forecasts or projections. These risks and uncertainties include, among other things, the duration and severity of the COVID-19 pandemic on the business, operations and financial condition of the Company; the risk that Nova will be unable to execute its strategic plan and growth strategy as planned without significant adverse impacts 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, supply, capital and skilled personnel; changes in labour 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 foreign exchange or interest rates; unanticipated operating events; failure to obtain regulatory and third-party consents and approval when required; changes in tax and other laws that affect Nova and our shareholders; the potential failure of counterparties to honour their contractual obligations; stock market volatility; and the other factors described in the Company's public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking statements contained in this news release are made as of the date hereof. Except as expressly required by applicable securities legislation, Nova does not undertake any 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 news release are expressly qualified by this cautionary statement.

SOURCE Nova Cannabis Inc.

Cision
Cision

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