Imperial Brands PLC Extends $123 Million Convertible Debenture and Defers Interest - Seite 2

Auxly remains Imperial Brands’ exclusive global partner for any future development, manufacture, commercialization, sale and distribution of cannabis products.

The Debentures are convertible into Common Shares at a price of $0.81 per share at any time prior to the close of business on the business day immediately preceding maturity.

The implementation of the Amendments is subject to the satisfaction of a number of conditions, including, among other things, the approval of the TSX Venture Exchange, and minority shareholder approval of the Amendments in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as more particularly described below.

Related Party Transaction

Imperial Brands is considered a “related party” of the Company, and the Amendments constitute a “related party transaction”, as such terms are defined by MI 61-101. The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available on the basis of the securities of the Company not being listed on specified markets prescribed by MI 61-101.

Pursuant to MI 61-101, the Amendments are subject to the approval by shareholders of the Company holding more than 50% Common Shares represented in person or by proxy at a duly constituted meeting of the shareholders of the Company, excluding the votes attaching to the Common Shares held by Imperial Brands and its associates and affiliates (the “Minority Shareholder Approval”). The Company intends to obtain the Minority Shareholder Approval at its upcoming annual and special meeting of shareholders (the “Company Meeting”). Further particulars of the Amendments will be specified in the management information circular that will be sent to shareholders in advance of the Company Meeting.

ON BEHALF OF THE BOARD
"Hugo Alves" CEO

About Auxly Cannabis Group Inc. (TSX.V: XLY)

Auxly is a leading Canadian cannabis company dedicated to bringing innovative, effective, and high-quality cannabis products to the medical, wellness and adult-use markets. Auxly's experienced team of industry first-movers and enterprising visionaries have secured a diversified supply of raw cannabis, strong clinical, scientific and operating capabilities and leading research and development infrastructure in order to create trusted products and brands in an expanding global market.