TORONTO, July 6, 2021 (GLOBE NEWSWIRE) – Auxly Cannabis Group Inc. (TSX – XLY) (OTCQX: CBWTF) (“Auxly“Or the”Business“) A leading consumer packaged goods company in the cannabis products market, is pleased to announce the implementation of amendments to certain provisions of its previously issued obligation of $ 123 million (the”Obligation“) And the Investor Rights Agreement (the”Investor Rights Agreement”) On September 25, 2019 (collectively, the“Amendments“) With its strategic partner, Imperial Brands PLC (“Imperial marks”), In accordance with the terms of the amending agreement previously announced on April 19, 2021.
Pursuant to the Amendments, Imperial and Auxly: (i) extended the Obligation’s expiration date by 24 months from September 25, 2022 to September 25, 2024; (ii) granted Imperial the right, annually, to convert part or all of the accrued and unpaid interest on the obligation at that time into ordinary shares (the “Choice of interest conversion“), At a conversion price equal to the five-day volume-weighted average trading price of the common shares on the date the Interest Conversion Election is made; (iii) provided that the interest payment under the Obligation , which currently accrues at a rate of 4% per annum and is payable annually, will remain unchanged but will be payable upon expiration of the Obligation; and (iv) reinstated certain approval rights of Imperial under the Investor Rights Agreement.
The Amendments were subject, among other things, to the Company obtaining the approval of minority shareholders in accordance with Multilateral Instrument 61-101 – Protection of minority security holders in special transactions, which was obtained at the annual and extraordinary shareholders’ meeting of the Company held on June 28, 2021.
The Company is also pleased to announce that it has completed the sale of its interest in 2368523 Ontario Limited (d / b / a Curative Cannabis) to a private buyer for a total profit to the Company of $ 6 million. The Company acquired substantially all of the shares and assets of Curative Cannabis pursuant to a foreclosure order issued on November 27, 2019, the assets of which included a cannabis growing facility located in Chatham-Kent, Ontario. The facility has not been operational since the foreclosure and, by exploring all possible options regarding the use, marketing and / or sale of the asset, the company determined that the asset was not essential to the company’s operations and strategy. The disposal of this nonessential asset allows the company to strengthen its financial position with non-dilutable capital that it can deploy in its core business.
ON BEHALF OF THE BOARD
CEO of “Hugo Alves”
About Auxly Cannabis Group Inc. (TSX: XLY)
Auxly is a leading Canadian cannabis company dedicated to bringing high-quality, effective and innovative cannabis products to the adult wellness and use markets. Auxly’s experienced team of industry pioneers and visionary entrepreneurs has secured a diversified supply of raw cannabis, strong clinical, scientific and operational capabilities, and leading research and development infrastructure to create trusted products and brands in an expanding global market.
Learn more at www.auxly.com and stay updated on Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company / auxlygroup /.
For investor inquiries, please contact our Investor Relations team:
Media inquiries (only):
For media inquiries or to schedule an interview, contact:
Auxly’s head office is located at 777 Richmond St. W, Unit 002, Toronto, ON M6J 0C2. Imperial Brand’s head office is at 121 Winterstoke Road, Bristol, UK BS3 2LL.
Early Warning Disclosure
A subsidiary of Imperial Brands has the obligation and, assuming that the obligation is fully exercised as of the date hereof (but excluding any exercise of the interest conversion choice by the holder of the obligation), Imperial Brands and its affiliates would have beneficial ownership of 157,983,592 Common Shares or approximately 16% of the issued and outstanding Common Shares (calculated on an undiluted basis).
Imperial Brands intends to review your investment in the Company on an ongoing basis and may, subject to the terms of the Investor Rights Agreement, buy or sell common shares, either on the open market or in private transactions, or exercise the Obligation. in the future. , in each case, depending on a number of factors, including general market and economic conditions and other factors and conditions that Imperial Brands deems appropriate.
Imperial Brands will file an amended early warning report with the appropriate Canadian securities regulatory authorities. For a copy of the early warning report, contact Daniel Glavin at 416-869-5500.
Notice about forward-looking information:
This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities law. Forward-looking information is often characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “Potential”, “proposed” and other similar words, or information that certain events or conditions “may” or “will occur”. This information is only a prediction. Various assumptions were used to draw the conclusions or make the projections contained in the forward-looking information throughout this press release. Forward-looking information includes, but is not limited to: the Company’s execution of its product development, marketing strategy, and expansion plans; consumer preferences; political change; and competition and other risks that affect the company in particular and the cannabis industry in general.
Various factors could cause actual results to differ materially from a conclusion, forecast, or projection contained in the forward-looking information included in this release, including, but not limited to: general economics, financial market, legislative, regulatory, competitive, and political conditions. where Auxly operates will remain the same. Additional risk factors are disclosed on Auxly’s annual reporting form for the financial year ended December 31, 2020 on April 23, 2021.
New factors emerge from time to time, and management cannot predict all of those factors or assess in advance the impact of each of these factors on Auxly’s business or the extent to which any one factor, or combination of factors, may cause the Actual results differ materially from those contained in any forward-looking information. The forward-looking information in this press release is based on currently available information and what management believes to be reasonable assumptions. The purpose of forward-looking information is to provide the reader with a description of management’s expectations, and such forward-looking information may not be appropriate for any other purpose. Readers should not place undue reliance on the forward-looking information contained in this press release.
The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as required by applicable securities laws, the company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances subsequent to the date of this release or to reflect the occurrence of unforeseen events, either as a result of new information, future events or results, or otherwise.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.