Imperial Brands Sticks with Auxly but Takes Big Hit

AUXLY ANNOUNCES COMPLETION OF CONVERSION OF OVER $123 MILLION OF PRINCIPAL AND INTEREST UNDER IMPERIAL DEBENTURE

Imperial Brands plc converts over $123 million in total debt to shares resulting in 19.8% ownership

TORONTO, April 1, 2024 /PRNewswire/ – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company”) a leading consumer packaged goods company in the cannabis products market, is pleased to announce the completion of the conversion of $123.4 million of principal and accrued interest under the 4.00% unsecured convertible debenture of the Company due September 25, 2026 (the “Debenture”) and the amendment to the amended and restated investor rights agreement dated July 6, 2021 (the “Investor Rights Agreement”) with 1213509 B.C. Ltd., a wholly-owned subsidiary of Imperial Brands plc (“Imperial”), pursuant to the terms previously announced on March 25, 2024.

Imperial has converted (the “Conversion”) (i) $121.9 million of the principal amount outstanding under the Debenture at an exercise price of $0.81 for 150,433,450 common shares in the capital of the Company (“Shares”), and (ii) $1.56 million of accrued interest under the Debenture into 90,882,667 Shares at a price of $0.017 (the “Interest Conversion Price”), resulting in Imperial holding an equity position in the Company of approximately 19.8%.

Imperial and Auxly entered into a second amended and restated Investor Rights Agreement dated March 28, 2024 (the “A&R Investor Rights Agreement”) to, among other things, remove the existing requirement that Imperial will use the Company as its exclusive cannabis partner.

“We appreciate the continued support of our strategic partner Imperial who we now also welcome as our largest shareholder”, said Hugo Alves, CEO Auxly. “The conversion improves the financial position of the Company by eliminating $123 million in debt and is expected to reduce our proforma 2024 annual interest and accretion expense by approximately $14 million. This is fantastic news for Auxly; we will continue to look for ways to strengthen our balance sheet and remain focused on delivering profitable growth with quality products and incredible teamwork.”

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our mission is to help consumers live happier lives through quality cannabis products that they trust and love.

Our vision is to be a global leader quality cannabis products.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Additional Required Early Warning Disclosure

Prior to the Conversion, Imperial held 6,315,574 Shares (0.63% of the issued and outstanding Shares (calculated on a non-diluted basis)), and approximately $122.85 million principal amount of the Debenture. Following the Conversion, Imperial held 247,631,691 Shares (the “Conversion Shares”) (19.8% of the issued and outstanding Shares (calculated on a non-diluted basis)), and $1,000,000 principal amount of the Debenture (the “Principal Amount”). The aggregate consideration paid by Imperial for the Conversion Shares was $123.4 million. The Interest Conversion Price was derived from the five-day volume weighted average price of the Shares on the Toronto Stock Exchange (the “TSX”) for the five trading days prior to Imperial’s delivery of its notice to convert, as specified by the terms of the Debenture.

In addition to the Principal Amount, $20.6 million of accrued interest as of March 28, 2024 remains outstanding under the Debenture following the Conversion, which remain convertible into Shares provided that the exercise of Imperial’s conversion rights with respect to accrued and unpaid interest under the Debenture (the “Interest Conversion Election”) may not result in Imperial, together with its affiliates, beneficially owning more than 19.9% of the Shares (assuming the conversion of the principal amount of the Debenture in full and calculated on a non-diluted basis).

Assuming the remainder of the principal amount under the Debenture is converted in full on the date hereof (which excludes the exercise of the Interest Conversion Election by Imperial), Imperial would have beneficial ownership of 248,866,259 Shares or approximately 19.9% of the issued and outstanding Shares (calculated on a non-diluted basis).

Imperial intends to review its investment in the Company on a continuing basis and may, subject to the terms of the A&R Investor Rights Agreement, purchase or sell Shares, either on the open market or in private transactions, or further exercise its conversion rights under the Debenture in the future, in each case, depending on a number of factors, including general market and economic conditions and other factors and conditions Imperial deems appropriate. Imperial may formulate other purposes, plans or proposals regarding the Company or any of its securities or may change its intention with respect to any of the foregoing.

In connection with the Conversion, the Company and Imperial also entered into the A&R Investor Rights Agreement amending the Investor Rights Agreement. While Imperial will continue to have the right to nominate one director to serve on the board of directors of the Company, in addition to certain other governance rights so long as Imperial and its affiliates (collectively, the “Imperial Group”), collectively, meet certain specified beneficial ownership thresholds of Shares, the A&R Investor Rights Agreement was amended to remove certain provisions which, previously, (i) conferred on Auxly certain exclusivity rights with respect to the development, manufacture, commercialization, sale and distribution of Cannabis products by Imperial, and (ii) certain provisions relating to commercial cooperation among the parties.

An early warning report will be filed by Imperial with applicable Canadian securities regulatory authorities. To obtain a copy of the early warning report, please contact Matthew Brace at +44 (0)117 963 6636.

Original press release

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