Full Press Release Details
Required Disclosure under the Early Warning Requirements
Item 1 Security and Reporting Issuer
This report relates to the common shares ( Common Shares ) of Delta 9
Cannabis Inc. (the Corporation ). The address of the Corporation s head office is:
Delta 9 Cannabis Inc.
PO Box 68096 Osborne Village
Winnipeg, Manitoba R3L 2V9
Not applicable. See Item 2.2 below. The transaction to which this report relates did not take place
through the facilities of any stock exchange or other marketplace.
Item 2 Identity of the Acquiror
The acquirer is Sundial Growers Inc. ( Sundial ). The address of Sundial is:
Sundial Growers Inc.
#200, 919 11 Avenue SW
On March 30, 2022, pursuant to the terms of a subscription agreement
dated March 30, 2022 (the Subscription Agreement ) between Sundial and the Corporation, Sundial acquired C$10,000,000 in principal amount of senior secured second-lien convertible debentures of the Corporation (the
Debenture ) for an a subscription price of $9,600,000, representing an original discount of 4% (the Offering ). The Debenture matures on March 30, 2025 and bears an interest rate of 10% per annum, subject to
increase on the occurrence of certain events as set forth in the Debenture, payable monthly. The Debenture is convertible by Sundial into Common Shares at a conversion price of $0.35 per Common Share (the Conversion Price ). If the
Corporation completes an offering of equity securities in the six months from the closing of the Offering at an issuance price that is equal to or less than $0.29 per Common Share, the Conversion Price will be adjusted downward to a share price that
is equal to a 20.0% premium to the issuance price of such offering of equity securities provided that, until shareholder approval is obtained by the Corporation, such price is not less than the 5-day volume
weighted average trading price of the Common Shares (the 5-Day VWAP ) as of the date of the conversion of the Debenture (the Floor Price ). The Corporation may, at its
option, also convert 100% of the interest accrued and payable for the first quarter ending June 30, 2022 and 50% of the interest accrued and payable for the second quarter ending September 30, 2022 into Common Shares at a price equal to
the 5-Day VWAP as to the date of interest payment. During an event of default that is ongoing, Sundial may, at its option, convert 100% of the interest accrued and payable into Common Shares at a price equal
to the 5-Day VWAP as to the date of interest payment.
In connection with the Offering, the Corporation has undertaken to Sundial that it will seek, prior to
June 30, 2022, the approval of the shareholders of the Corporation for: (i) the creation of Sundial as a control person of the Corporation; (ii) the issuance of a number of Common Shares greater than 25% of the current number of
issued and outstanding Common Shares; (iii) the issuance of Common Shares in payment of interest on the Debenture at a 15% discount to the 5-Day VWAP of the Common Shares on the date of issuance; and
(iv) the removal of the Floor Price for the conversion of the Debenture.
Item 3 Interest in Securities
of the Reporting Issuer
Immediately prior to the Offering, Sundial and its affiliates held no Common Shares. Upon the closing of the Offering, assuming conversion of the Debenture in
full at the Conversion Price, Sundial and its affiliates would exercise control and direction over 21.2% of the issued and outstanding Common Shares (on a partially diluted basis, prior to the closing of the transaction with Uncle Sam s
See Items 2.2 and 3.1 above.
Sundial did not hold any Common Shares or other securities of the Corporation prior to the closing of the Transaction.
For Sundial s holding of Common Shares following the completion of the Transaction, see Item 3.1 above.
State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI
Item 5 Purpose of the Transaction
the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would
result in any of the following:
Sundial entered into the Subscription Agreement as part of a strategic investment in the Corporation. Sundial intends to review its investment in the
Corporation on a continuing basis and may, subject to the terms of the Subscription Agreement, purchase or sell Common Shares in the future, either on the open market or in private transactions, in each case, depending on a number of factors,
including general market and economic conditions and other factors and conditions Sundial deems appropriate.
Sundial may formulate other purposes, plans
or proposals regarding the Corporation or any of its securities or may change its intention with respect to any and all matters referred to in this Item 5.
Item 6 Agreements, Arrangements, Commitments or Understandings With Respect to Securities of
the Reporting Issuer
Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint
actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder s fees, joint ventures,
loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of
which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
Item 7 Change in Material
If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements
or Part 4 in respect of the reporting issuer s securities.
If the acquiror relies
on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.
Item 9 Certification
I, as the acquiror, certify, or I, as the
agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
Dated March 31, 2022
| SUNDIAL GROWERS INC. | ||
| Per: | ( signed ) Zachary George | |
| Name:Zachary George Title:Chief Executive Officer |