National Access Cannabis Corp
November 30, 2017 116,915,804 Shares Outstanding
NATURE OF OPERATIONS AND GOING CONCERN National Access Cannabis Corp., formerly Brassneck Capital Corp. (“NAC” or “the Company”), has one wholly-owned subsidiary, National Access Clinic Corp. (“Clinic”). Clinic has two wholly-owned subsidiaries, National Access Canada Corporation ("Canada"), and Wilson Master Apps Inc. (dba CannApply Medical Services) ("CannApply"). Clinic and its subsidiaries are in the business of providing cannabinoid education and introducing patients to medical cannabis treatments via its national network of physicians and health professionals. The Company’s common shares are listed on the TSX Venture Exchange (“TSXV”), under the trading symbol “NAC”. The Company was incorporated under the name Brassneck Capital Corp. pursuant to the provisions of the Business Corporations Act (Alberta) on June 18, 2015. The registered and records office of the Company is located at 1900, 520 – 3rd Avenue SW, Calgary, Alberta, T2P 0R3. The head office of the Company is located at 1111 Wellington Street West, Ottawa, Ontario, K1Y 2Y6. The Company was a Capital Pool Company (“CPC”) as defined pursuant to Policy 2.4 of the TSXV. Pursuant to the terms of an amalgamation agreement dated July 10, 2017 between Brassneck Capital Corp., National Access Cannabis Corp. (NAC) and 1119622 B.C. Ltd. (Subco), a wholly owned subsidiary of Brassneck Capital Corp., NAC and Subco amalgamated under the Business Corporations Act (British Columbia) to form a new company under the corporate name National Access Clinic Corp. (Clinic Corp). Clinic Corp. will carry on the business previously carried on by NAC as a subsidiary of the Company. On August 30, 2017, as part of the Qualifying Transaction (described in the following paragraph), Brassneck Capital Corp. amended its articles to complete a 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 postShare Split Common Shares for every 1 pre-Share Split Common Share. Also on August 30, 2017, as part of the Qualifying Transaction, Brassneck Capital Corp. changed its name to National Access Cannabis Corp. On August 30, 2017, the Company completed its Qualifying Transaction. Upon closing, National Access Cannabis Corporation shareholders held approximately 92.8% of the outstanding shares of the Company. In substance, the Transaction involves National Access Cannabis Corporation shareholders obtaining control of the Company and accordingly the Transaction is considered to be a reverse takeover transaction (“RTO”) with the Company. For accounting purposes, the acquisition is considered to be outside the scope of IFRS 3 Business Combinations (“IFRS 3”) since the Company, prior to the acquisition did not constitute a business. Upon completion of the Amalgamation, there were 115,974,063 Common Shares issued and outstanding. The transaction is accounted for in accordance with IFRS 2 Share-based Payments whereby National Access Cannabis Corporation is deemed to have issued shares and share purchase warrants in exchange for the net assets of the Company together with its listing status at the fair value of the consideration received by National Access Cannabis Corporation The consolidated financial statements of the combined entities are issued under the legal parent, National Access Cannabis Corporation (formerly Brassneck Capital Corp.), but are considered a continuation of the financial statements of the legal subsidiary, National Access Clinic Corporation. Since National Access Clinic Corporation is deemed to be the acquirer for accounting purposes, its assets and liabilities are included in the consolidated financial statements at their historical carrying values. Additional information on the transaction is disclosed in Note 5.