Sundial and Indiva announce closing of strategic $ 22 million investment
Negotiated private placement offer of $ 11,000,000 and term loan facility of $ 11,000,000 CALGARY, Alberta and LONDON, Ontario, February 23, 2021 (GLOBE NEWSWIRE) – Sundial Growers Inc. (“Sundial”) (NASDAQ: SNDL ), a Canadian licensed producer of recreational cannabis products and Indiva Limited (Indiva) (TSXV: NDVA) (OTCQX: NDVAF), a leading Canadian producer of cannabis edibles, are pleased to announce the completion of 22 previously announced $ million (investment) in Indiva by Sundial. The investment was made through a private placement (the “Offering”) 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, generating gross proceeds of $ 11,000,000 (the “Equity Offering”), and a non-revolving term loan facility guaranteed to Indiva of a principal amount of $ 11,000,000 (the “Term Loan”). Sundial was the sole underwriter of the Placement and the sole lender of the term loan. The term loan matures on February 23, 2024 (the “Maturity Date”) and bears interest at a 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 Indiva’s option, (i) in cash on the last day of each month, or (ii) payable at term expired on the due date. The term loan was issued with an initial issue discount of 4% and provides that in the event of a change of control of Indiva, Sundial will have the exercisable option within 60 days to require Indiva to prepay 104 % of the principal amount outstanding on the term loan plus all accrued and unpaid interest. Pursuant to the Investment, Sundial and Indiva entered into an Investor Rights Agreement (the “IRA”) under which Sundial was granted the right to participate in future equity financings in order to retain its participation in the Investment. pro rata in Indiva and its registration rights, subject to customary limits and exceptions. In addition, the IRA provides that in the event that Indiva completes a new offering of securities, which contains warrants, within ninety (90) days of the closing of the investment (an “additional offer ”), It will issue to Sundial, for no additional consideration, and according to the terms of these warrants offered under the additional offer, a number of warrants equal to the number of warrants that the sundial would have. received if the equity investment had been made under the Additional Offer (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 more 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 fully repay its outstanding debt, which includes its demand loan and promissory note, as well as for working capital and other general corporate purposes. the company. The offering is subject to the final approval of the TSXV. Common shares issued under the offering will be subject to a statutory hold period of four months and one day after the closing of the offering. Pursuant to the investment, Indiva paid ATB: (a) a cash commission equal to $ 330,000 representing 3.0% of the aggregate gross proceeds of the offering; and (b) a financial advisory fee of $ 220,000, or 2.0% of the principal amount of the term loan. Advance Warning Immediately prior to the Offering, Sundial and its affiliates did not hold any Common Shares. At the close of the investment sundial, its affiliates exercise control and direction over 18.45% of the issued and outstanding common shares. Sundial and its affiliates do not currently hold any convertible securities of Indiva. Common shares are acquired for investment purposes and, as of the date of this press release, Sundial and its affiliates presently have no intention of acquiring control or management of any additional securities of Indiva above. 19.9% of the issued and outstanding ordinary shares, either alone or with co-actors. The securities to be offered under the Placement have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or US securities laws, and may not be offered or sold in the United States or to, or on behalf of or for the benefit of, persons of the United States without registration or any applicable exemption from the registration requirements of the US Securities Act and United States laws. applicable securities. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor any sale of such securities in any jurisdiction where such an offer, solicitation or sale would be illegal. ABOUT SUNDIAL GROWERS INC. Sundial is a public company whose common shares trade on the Nasdaq under the symbol “SNDL.” Sundial is a licensed producer who manufactures cannabis using state-of-the-art indoor facilities. Our modular, artisanal cultivation approach, award-winning genetics and experienced master cultivators set us apart. Our Canadian operations grow cannabis in small quantities using an individualized room approach, with 448,000 square feet of total space. The sundial brand portfolio includes Top Leaf, Sundial Cannabis, Palmetto and Grasslands. Our consumer product experience allows us not only to cultivate quality cannabis, but also to create exceptional experiences for consumers and customers. We are proud of Alberta, headquartered in Calgary, AB, with operations in Olds, AB, and Rocky View County, AB. For more information on Sundial, please visit www.sndlgroup.com For more information: Sophie Pilon, Corporate CommunicationsSundial Growers Inc.O: 1.587.327.2017E: [email protected] ABOU T INDIVA LIMITED Indiva sets the standard by quality and innovation in cannabis. As an authorized Canadian producer, Indiva creates premium pre-rolls, flowers, capsules and edibles and provides production and manufacturing services to peer entities. In Canada, Indiva produces and distributes award-winning chocolate Bhang, Wana Sour Gummies, Ruby Cannabis Sugar, Sapphire Cannabis Salt, Artisan Batch and other Powered by INDIVA products through licensing agreements and partnerships. Click here to connect with Indiva on LinkedIn, Instagram, Twitter and Facebook, and here to find more information about the company and its products. For more information: INVESTOR CONTACTS, Anthony Simone Phone: 416-881-5154 Email: [email protected] DISCLAIMER AND READER NOTICE Neither the TSX Venture Exchange nor its service provider in any way this was made on the merits of the contents of this press release and none of the above entities accepts responsibility for the adequacy or accuracy of this press release or has in any way approved or disapproved of the content of this press release. press releases 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 which are not historical facts are intended to identify forward-looking information and is based on the parties’ current beliefs or assumptions as to the outcome and timing of such future events. Actual future results may differ significantly. Various assumptions or factors are generally applied in drawing conclusions or making the forecasts or projections presented in forward-looking information. These assumptions and factors are based on information currently available to the parties. Significant factors and assumptions include obtaining regulatory approval and third party consents, Indiva’s ability to meet its existing debt obligations with the proceeds of the Offering and the Term Loan, the use of the proceeds and ” other risks associated with regulated entities in the cannabis industry. . The forward-looking information contained in this press release is made as of the date hereof and the parties are under no obligation to update or revise the forward-looking information, whether as a result of new information, future events or otherwise, except if required by applicable. securities laws. Due to 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.
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