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Sundial and Indiva Announce $22 Million Strategic Investment BROKERED PRIVATE PLACEMENT OFFERING OF $11,000,000 IN COMMON SHARES PLUS $11,000,000 TERM LOAN FACILITY CALGARY, AB and LONDON, ON

Key Takeaway: Sundial and Indiva Announce $22 Million Strategic Investment 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 /CNW/ - Sundial Growers Inc. ("Sundial") (NASDAQ: SNDL), a Canadian

Full Press Release Details

Sundial and Indiva Announce $22 Million
Strategic Investment
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 /CNW/ - 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
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
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.
Indiva Limited Logo (CNW Group/Sundial Growers
SOURCE Sundial Growers Inc.
View original content to download multimedia:
For further information: Sophie Pilon, Corporate Communications,
Sundial Growers Inc., O: 1.587.327.2017, C: 1.403.815.7340, E: spilon@sundialgrowers.com; INVESTOR CONTACT, Anthony Simone,
Phone: 416-881-5154, Email: ir@indiva.com
CO: Sundial Growers Inc.
CNW 08:30e 16-FEB-21
Last updated: Feb 16, 2021