BROKERED PRIVATE PLACEMENT OFFERING OF $11,000,000 IN COMMON SHARES PLUS $11,000,000 TERM LOAN FACILITY
CALGARY, AB and LONDON, ON, Feb. 16, 2021 /PRNewswire/ – 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 a $22,000,000 strategic investment (the “Investment”) into Indiva by Sundial.
The Investment will be completed in the form 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, 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“). It is anticipated that Sundial will be the sole subscriber in the Placement. Proceeds to Indiva, net of fees, commissions and expenses are expected to be approximately $20.9 million.
“Sundial is pleased to support the development of Indiva’s high-quality products,” said Zach George, Chief Executive Officer of Sundial. “This transaction broadens our exposure to the rapidly expanding cannabis edibles category.”
Indiva intends to use the net proceeds of the Placement and Term Loan 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.
“We are delighted to welcome Sundial as a strategic investor in Indiva,” said Niel Marotta, President and Chief Executive Officer of Indiva. “The capital from this $22 million investment significantly improves Indiva’s balance sheet, expands our working capital, and provides the resources necessary to support strong growth in our business. Indiva will now have the ability to make additional capital investments, primarily into automation, which will drive higher throughput and profitability, while ensuring our product quality maintains the best-in-class standard our customers and clients depend upon. Indiva’s bolstered financial strength will ensure we can defend our market share position as a top edibles producer in Canada, and continue to bring new and innovative cannabis products to of-age 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, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
The securities issued under the Placement will be subject to a statutory hold period of four months and one day following the closing of the Placement.
Indiva has agreed to: (a) pay to ATB a cash commission equal to 3.0% of the aggregate gross proceeds received by Indiva from the Placement from Sundial and 6.0% of the aggregate gross proceeds received by Indiva from the Placement from subscribers other than Sundial, if applicable; and (b) pay to the Agent a cash commission equal to 2.0% of the total loan commitment under the Term Loan.
Immediately prior to the Placement, Sundial and its affiliates held no Common Shares. Upon the closing of the Placement it is anticipated 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 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.
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.
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. In particular, this release contains forward-looking information relating to the Company’s ability to complete the Placement and the Term Loan, the receipt of all approvals, consents and other matters beyond the Company’s control and the use of proceeds. 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 parties being able to negotiate and enter into definitive documents with respect to the Placement and the Term Loan, 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 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.
SOURCE Sundial Growers Inc.
Brown Bolsters Student Financial Aid After 52% Investment Return – BNN
(Bloomberg) — Brown University will expand financial aid for students with fundraising gains and returns from its endowment, which led the Ivy League in investment performance, with a 52% increase. The school will increase scholarships for moderate-income students and develop a college-preparatory program for students in its hometown of Providence, Rhode Island, among other initiatives, according to a statement Monday. Brown didn’t detail how much will be spent on the programs. The endowment contributed $194 million to the university’s operating budget in fiscal 2021, Brown said in a statement Monday. “The university has an enduring commitment to ensuring that talented young people can afford to come to Brown, regardless of their socioeconomic background,” Brown University President Christina Paxson said in the statement. “We are fortunate that strong financials provide us with a rare opportunity to make new investments in cultivating the next generation of leaders.”
Because Brown’s endowment contribution to the university’s operating budget is based on average market value over the previous three years, the investment returns contributed in fiscal 2021 are expected to steadily increase in each of the coming years, the school said Monday.
©2021 Bloomberg L.P.
Mastercard expands cryptocurrency services with wallets, loyalty rewards
Mastercard Inc said on Monday it would allow partners on its network to enable their consumers to buy, sell and hold cryptocurrency using a digital wallet, as well as reward them with digital currencies under loyalty programs.
The credit card giant said it would offer these services in partnership with Bakkt Holdings Inc, the digital assets platform founded by NYSE-owner Intercontinental Exchange.
Founded in 2018, Bakkt went public earlier this year through a $2.1 billion merger with a blank-check company. Shares of the company were up 77% at $16.19 on Monday.
Mastercard said its partners can also allow customers earn and spend rewards in cryptocurrency instead of loyalty points.
The company had said in February https://www.reuters.com/article/us-crypto-currency-mastercard-idUSKBN2AA2WF it would begin offering support for some cryptocurrencies on its network this year.
Last year, rival Visa Inc had partnered https://www.reuters.com/article/us-blockfi-crypto-currency-visa-idUSKBN28B603 with cryptocurrency startup BlockFi to offer a credit card that lets users earn bitcoin on purchases.
Bitcoin, the world’s largest cryptocurrency, touched a record high of $67,016 last week after the debut of the first U.S. bitcoin futures-based exchange traded fund. It has more than doubled in value this year.
(Reporting by Niket Nishant in Bengaluru; Editing by Ramakrishnan M.)
EU makes first investment in hyperloop – GCR
Dutch engineering spin-off Hardt Hyperloop has been awarded €15m by the European Commission, the first time that the EU has directly funded the development of the ultra-fast transport concept.
The grant was disbursed by the European Innovation Council Accelerator to help the Dutch engineer and its partners continue research and development.
Tim Houter, co-founder of Hardt, said in a press statement that the decision was a vote of confidence in his company and the technology.
“It’s great to have now gained the trust of the European Commission. Their support will help to accelerate the development of a European hyperloop network, bringing us much closer to significant carbon dioxide savings. European cities will be connected smarter, faster and cheaper.”
The funding will also progress the European Hyperloop Centre in Groningen, set to demonstrate lane-switching for a high-speed hyperloop system in 2023.
A pilot project to move freight between Amsterdam and Rotterdam is being investigated by companies, governments and network organisations. Houter said he hoped the route could be developed in the Netherlands within this decade.
The EU is particularly interested in hyperloop because of its fit with the European Green Deal, and the commission’s strategy for sustainable and smart mobility. According to Houter, a European-wide network could save 160 million tonnes of carbon on an annual basis, which would be “more than the entire emissions of the Netherlands”.
Hyperloop pods move autonomously through low-pressure tubes, propelled by fluctuating magnetic fields supplied by the “track” they float over.
Hardt Hyperloop was founded in 2016 by engineers at Delft Technical University. It was involved in building Europe’s first high-speed test facility, and has developed a lane-switching technology that is reckoned to be essential to the development of networks.
Its partners include Schiphol Airport, Nederlandse Spoorwegen, Deutsche Bahn, Koolen Industries, InnoEnergy, Freigeist, Bam, Tata Steel and IHC.
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