NOVC Nova Cannabis Inc

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

EDMONTON, AB, July 22, 2022 /CNW/ - Nova Cannabis Inc. ("Nova" or the "Company") (TSX: NOVC) today announced it has established an at-the-market equity offering program (the "ATM Program") that allows the Company to issue up to $20 million of common shares ("Common Shares") from treasury to the public from time to time, at the Company's discretion and subject to regulatory requirements. Any Common Shares sold through the ATM Program will be sold at prevailing market prices when issued in ordinary broker's transactions on the Toronto Stock Exchange ("TSX"), or another Canadian marketplace on which the Common Shares are listed, quoted or otherwise traded.

The Company will determine, at its sole discretion, the date, minimum price and maximum number of Common Shares to be sold under the ATM Program. The Common Shares will be distributed at the market prices prevailing at the time of each sale, at prices relating to such prevailing market prices, and/or in any other manner permitted by applicable law. As such, the prices may vary between purchasers over time. The Company is not required to sell any Common Shares at any time during the term of the ATM Program.

The Corporation expects to use the net proceeds of the ATM Program to finance future growth opportunities including acquisitions and investments, to finance capital expenditures, to reduce outstanding indebtedness for working capital or general corporate purposes.

Sales of Common Shares through the ATM Program will be made pursuant to the terms of an Equity Distribution Agreement dated July 22, 2022, entered into between the Company and ATB Capital Markets Inc. (the "Agent"). The ATM Program will be effective until the earlier of (i) the date that all Common Shares available for issue under the ATM Program have been sold, (ii) the date the Prospectus Supplement (defined below) in respect of the ATM Program or the Shelf Prospectus (defined below) is withdrawn and (iii) the date that the ATM Program is terminated by the Company or the Agent in accordance with the terms of the Equity Distribution Agreement.

Common Shares issued pursuant to the ATM Program will be issued pursuant to a prospectus supplement dated July 22, 2022 (the "Prospectus Supplement") to the Company's final base shelf prospectus dated June 27, 2022, filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada (the "Shelf Prospectus"). The Prospectus Supplement and the Shelf Prospectus will be available for download from 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, in Canada:

ATB Capital Markets, 66 Wellington Street West, Suite 3530, Toronto, ON M5K 1A1 or by telephone at (647) 776-8230, or by email at prospectus@atb.com

This news release does not constitute an offer to sell or the solicitation of an offer to buy the Common Shares, nor shall there be any sale of the Common Shares in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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 and/or operates eighty-one (81) 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.

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 sales of Common Shares under the ATM Program and the use of the net proceeds of the ATM Program.

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

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 its 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.