Sundial and Indiva Announce Strategic $ 22 Million Investment
PRIVATE BROKERAGE PLACEMENT OFFER $ 11,000,000 IN ORDINARY SHARES PLUS $ 11,000,000 EASE OF TERM LOAN
CALGARY, AB and LONDON, ON, February 16, 2021 / PRNewswire / – Sundial Growers Inc. (“Sundial“) (NASDAQ: SNDL), a licensed Canadian producer of recreational cannabis and Indiva Limited (“Indiva“) (TSXV: NDVA) (OTCQX: NDVAF), a leading Canadian producer of cannabis edibles, is pleased to announce a $ 22,000,000 strategic investment (the “Investment”) in Indiva by Sundial.
The investment will be made in the form of a negotiated private placement (the “Placement“) led by ATB Capital Markets Inc. (“ATB“or the “Agent“) 25,000,000 common shares of Indiva (the”Ordinary actions“) at the price of $ 0.44 per common share, to raise gross proceeds of $ 11,000,000, and a non-revolving term loan facility to Indiva in the principal amount of $ 11,000,000 (the “Term loan“). Sundial is expected to be the sole underwriter of the Placement. Indiva’s proceeds, net of fees, commissions and expenses, are expected to be approximately $ 20.9 million.
“Sundial is pleased to support the development of high quality Indiva products,” said Zach Georges, Managing Director of Sundial. “This transaction expands our exposure to the growing cannabis edibles category.”
Indiva intends to use the net proceeds of the Offering and the Term Loan to fully repay its outstanding debt, which includes its demand loan and promissory note, as well as for working capital and other purposes. general company policies.
“We are delighted to welcome Sundial as a strategic investor in Indiva,” said Niel marotta, President and CEO of Indiva. “The capital of this $ 22 million the investment significantly improves Indiva’s balance sheet, increases our working capital and provides the necessary resources to support strong growth in our business. Indiva will now have the opportunity to make additional investments, primarily in automation, which will increase throughput and profitability, while ensuring that the quality of our products maintains the highest standard upon which our customers and clients depend. Indiva’s enhanced financial strength will enable us to defend our market share as the leading producer of edibles in Canada, and continue to bring new and innovative cannabis products to adult Canadians. “
Sundial and Indiva intend to complete the investment on or about February 23, 2021, subject to certain conditions customary for transactions of this nature, including, but not limited to, receipt of all necessary approvals, including approval from the TSX Venture Exchange.
The securities issued within the framework of the Placement will be subject to a legal retention period of four months and one day following the closing of the Placement.
Indiva has agreed to: (a) pay ATB a cash commission equal to 3.0% of the total gross proceeds received by Indiva from the Sundial Placement and 6.0% of the total gross proceeds received by Indiva from the Subscribers Placement other than Sundial, if applicable; and (b) pay the Agent a cash commission equal to 2.0% of the total loan commitment under the Term Loan.
Immediately prior to the Offering, Sundial and its affiliates did not hold any Common Shares. Upon closing of the Offering, it is expected that Sundial and its affiliates will 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 beyond 19 , 9% of the issued and outstanding ordinary shares, either alone or with joint 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 “U.S. Securities Law“) or any US state securities law, and may not be offered or sold in United States or to, or on behalf of or for the benefit of, United States persons absent from registration or any applicable exemptions from the registration requirements of the US Securities Act and applicable US securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in United States, nor will there be any sale of such securities in any jurisdiction in which such offering, 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 that manufactures cannabis using state-of-the-art indoor facilities. Our ‘large-scale, modular, modular cultivation approach, award-winning genetics and experienced master growers set us apart. Our Canadian operations grow cannabis in small batches using an individualized “room” approach, with a total area of 448,000 square feet. Sundial’s brand portfolio includes Top Leaf, Sundial Cannabis, Palmetto and Grasslands. Our experience with consumer packaged goods allows us not only to grow quality cannabis, but also to create exceptional experiences for consumers and customers. We are proudly Albertans, headquartered in Calgary, AB, with operations in Olds, AB, and Rocky View County, AB. For more information on the sundial, visit www.sndlgroup.com.
ABOUT INDIVA LIMITED
Indiva sets the standard for 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 others Powered by INDIVA ™ produced 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.
DISCLAIMER AND NOTICE TO READER
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 decided on the merits of the contents of this press release and no of the aforementioned entities do not accept responsibility for the adequacy or accuracy of this press release or have in any way approved or disapproved 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”, “planned”, “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 about the outcome and timing of such future events. Actual future results may differ materially. In particular, this press release contains forward-looking information relating to the ability of the Company to complete the Placement and the Term Loan, the receipt of all approvals, consents and other matters beyond the control of the Company and the use of the proceeds. . Various assumptions or factors are generally applied in drawing conclusions or making the forecasts or projections set forth in forward-looking information. These assumptions and factors are based on information currently available to the parties. Significant factors and assumptions include the ability of the parties to negotiate and enter into definitive documents regarding the investment and term loan, receipt of regulatory approval and third party consents, the ability of Indiva to meet its obligations of existing debt with the proceeds of the placement and term loan 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 securities laws. Due to the risks, uncertainties and assumptions contained in this document, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
SOURCE Sundial Growers Inc.