Sundial Growers Inc. ("
Sundial") (NASDAQ: SNDL), a
Canadian licensed producer of recreational cannabis
and Indiva Limited (“
Indiva”) (TSXV:NDVA)
(OTCQX:NDVAF), a leading Canadian producer of cannabis edibles, are
pleased to announce the closing of the previously announced
$22,000,000 strategic investment (the
“Investment”) into Indiva by Sundial.
The Investment was completed by way of a
brokered private placement (the "Placement") led
by ATB Capital Markets Inc. ("ATB" or the
"Agent") of 25,000,000 common shares of Indiva
(the "Common Shares") at a price of $0.44 per
Common Share, raising gross proceeds of $11,000,000 (the "Equity
Investment"), and a secured non-revolving term loan facility to
Indiva in the principal amount of $11,000,000 (the "Term
Loan"). Sundial was the sole subscriber in the Placement
and sole lender of the Term Loan.
The Term Loan matures on February 23, 2024 (the
"Maturity Date") and bears an interest rate of 9%
per annum. 50% of accrued interest is payable in cash on the last
day of each month and the remaining 50% of accrued interest is
payable, at the option of Indiva, (i) in cash on the last day of
each month, or (ii) payable in arrears on the Maturity Date. The
Term Loan was issued at an original issue discount of 4% and
provides that upon a change of control of Indiva, Sundial shall
have the option exercisable within 60 days to require Indiva to
prepay 104% of the outstanding principal amount of the Term Loan
and all accrued and unpaid interest.
Pursuant to the Investment, Sundial and Indiva
entered into an investor rights agreement (the
"IRA") whereby Sundial was granted the right to
participate in future equity financings to maintain its pro-rata
ownership in Indiva and registration rights, subject to customary
limits and exceptions. In addition, the IRA provides that in the
event Indiva completes a further offering of securities, which
contain warrants, in the ninety (90) days following the closing of
the Investment (a "Further Offering"), it shall
issue to Sundial, for no additional consideration, and on the terms
of such warrants offered in the Further Offering, such number of
warrants equal to the number of warrants Sundial would have
received had the Equity Investment been made in the Further
Offering (the "Conditional Warrants"). Any
issuance of Conditional Warrants is subject to the prior approval
of the TSX Venture Exchange (the "TSXV") and if
issued, will contain a provision preventing their exercise if,
following such exercise, Sundial or its affiliates would hold
greater than 19.9% of the issued and outstanding Common Shares and
have a maximum term of five (5) years.
Indiva intends to use the net proceeds of the
Investment to retire its outstanding debt in full, which includes
its demand loan and promissory note, as well as for working capital
and other general corporate purposes.
The Investment is subject to the final approval
of the TSXV. The Common Shares issued under the Placement will be
subject to a statutory hold period of four months and one day
following the closing of the Placement.
Pursuant to the Investment, Indiva paid to ATB:
(a) a cash commission equal to $330,000 being 3.0% of the aggregate
gross proceeds from the Placement; and (b) a financial advisory fee
of $220,000, being 2.0% of the principal amount of the Term
Loan.
Early Warning
Immediately prior to the Placement, Sundial and
its affiliates held no Common Shares. Upon the closing of the
Placement Sundial and its affiliates exercise control and direction
over 18.45% of the issued and outstanding Common Shares. Sundial
and its affiliates do not currently own any convertible securities
of Indiva. The Common Shares are being acquired for investment
purposes and, as of the date of this news release, Sundial and its
affiliates have no current intention to acquire control or
direction over additional securities of Indiva above 19.9% of the
issued and outstanding Common Shares, either alone or together with
any joint actors.
The securities to be offered pursuant to the
Placement have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any U.S. state securities laws, and may not be
offered or sold in the United States or to, or for the account or
benefit of, United States persons absent registration or any
applicable exemption from the registration requirements of the U.S.
Securities Act and applicable U.S. state securities laws. This news
release shall not constitute an offer to sell or the solicitation
of an offer to buy securities in the United States, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
ABOUT SUNDIAL GROWERS INC.
Sundial is a public company with common shares
traded on Nasdaq under the symbol "SNDL”. Sundial is a licensed
producer that crafts cannabis using state-of-the-art indoor
facilities. Our ‘craft-at-scale modular growing approach,
award-winning genetics and experienced master growers set us apart.
Our Canadian operations cultivate small-batch cannabis using an
individualized “room” approach, with 448,000 square feet of total
space. Sundial’s brand portfolio includes Top Leaf, Sundial
Cannabis, Palmetto and Grasslands. Our consumer-packaged goods
experience enables us to not just grow quality cannabis, but also
to create exceptional consumer and customer experiences. We are
proudly Albertan, headquartered in Calgary, AB, with operations in
Olds, AB, and Rocky View County, AB. For more information on
Sundial, please go to www.sndlgroup.com.
For more information:Sophie
Pilon, Corporate CommunicationsSundial Growers Inc.O:
1.587.327.2017E: spilon@sundialgrowers.com
ABOUT INDIVA LIMITED
Indiva sets the standard for quality and
innovation in cannabis. As a Canadian licensed producer, Indiva
creates premium pre-rolls, flower, capsules, and edible products
and provides production and manufacturing services to peer
entities. In Canada, Indiva produces and distributes the
award-winning Bhang® Chocolate, Wana™ Sour Gummies, Ruby® Cannabis
Sugar, Sapphire™ Cannabis Salt, Artisan Batch, and other Powered by
INDIVA™ products through license agreements and partnerships. Click
here to connect with Indiva on LinkedIn, Instagram, Twitter
and Facebook, and here to find more information on the Company and
its products.
For more information:INVESTOR
CONTACTAnthony SimonePhone: 416-881-5154Email: ir@indiva.com
DISCLAIMER AND READER
ADVISORY
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) has in any way passed upon
the merits of the contents of this press release and neither of the
foregoing entities accepts responsibility for the adequacy or
accuracy of this release or has in any way approved or disapproved
of the contents of this press release.Certain statements contained
in this press release constitute forward-looking information. These
statements relate to future events or future performance. The use
of any of the words “could”, “intend”, “expect”, “believe”, “will”,
“projected”, “estimated” and similar expressions and statements
relating to matters that are not historical facts are intended to
identify forward-looking information and are based on the parties’
current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ materially. Various
assumptions or factors are typically applied in drawing conclusions
or making the forecasts or projections set out in forward-looking
information. Those assumptions and factors are based on information
currently available to the parties. The material factors and
assumptions include the receipt of regulatory approval and third
party consents, the ability of Indiva to satisfy its existing debt
obligations with the proceeds of the Placement and Term Loan, use
of proceeds and other risks associated with regulated entities in
the cannabis industry.
The forward-looking information contained in
this release is made as of the date hereof and the parties are not
obligated to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. Because of the
risks, uncertainties and assumptions contained herein, investors
should not place undue reliance on forward looking information. The
foregoing statements expressly qualify any forward-looking
information contained herein.
Indiva (TSXV:NDVA)
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Indiva (TSXV:NDVA)
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부터 2월(2) 2024 으로 2월(2) 2025