Lock-Up covers approximately 28% of the total
outstanding common shares on a fully diluted basis
CALGARY, Oct. 1, 2019 /CNW/ - Sundial Growers Inc.
(Nasdaq: SNDL)("Sundial" or the "Company") announces that a group
of directors and executive officers, including Sundial's Executive
Chairman and controlling shareholder, Edward Hellard, and Chief Executive Officer,
Torsten Kuenzlen, have entered into
a voluntary lock-up agreement (the "Lock-Up") with respect to the
common shares ("common shares") of Sundial they own as of the date
hereof as well as those common shares that are issuable upon
conversion or exercise of outstanding warrants or convertible notes
within the Lock-Up period. The Lock-Up covers approximately 26
million, or about 25%, of the total issued and outstanding common
shares, or approximately 34 million, or about 28%, of the total
outstanding common shares on a fully diluted basis (as defined
below), in each case, as of September 30,
2019.
"One of Sundial's key success drivers is committed, experienced
leadership that is aligned with shareholders on value creation. I
am pleased that other directors and executive officers have joined
me in executing this voluntary lock-up agreement. We also plan to
approach other significant shareholders about locking up their
shares. These actions demonstrate our commitment to building a
sustainable industry-leading cannabis company," said Executive
Chairman, Edward Hellard.
The Lock-Up limits participating shareholders' ability to sell
their locked-up common shares during the Lock-Up period, subject to
standard exceptions. On February 25,
2020, 15% of the locked up common shares will be released
and the remaining 85% will be released on August 15, 2020. The Lock-Up will only apply to a
director or officer so long as they are a member of the board of
directors or employed by the Company, as applicable. The
Lock-Up is in addition to the transfer undertaking provisions
applicable to all of Sundial's pre-IPO shareholders and contained
in Sundial's constating documents, which remain in effect.
A copy of the agreement is available under Sundial's profile on
SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
About Sundial Growers Inc.
Sundial proudly crafts pioneering cannabis brands to Heal, Help
and Play:
- Heal - cannabis products used as prescription medicine
- Help - cannabis products that strive to promote health and
wellness through CBD
- Play - cannabis products to enhance social, spiritual and
recreational occasions
Sundial has facilities in Canada and the United Kingdom and provides quality and
consistent products consumers can trust.
In Canada, we grow
'craft-at-scale' cannabis using purpose-built modular facilities
and award-winning genetics. Sundial's flagship production facility
is located in Olds, Alberta with a
second facility in Rocky View,
Alberta. We have commenced
construction of our next purpose-built facility in Merritt, British Columbia.
In the United Kingdom, we grow
high-quality traceable plants, including hemp, ornamental flowers
and edible herbs, in over 1.5 million square feet of
state-of-the-art environmentally friendly, indoor facilities.
Bridge Farm has three facilities in Spalding with another currently
under construction.
We employ nearly 1,000 employees globally, full-time and
seasonal, bringing economic benefits to the local communities in
which we operate.
For more information about Sundial, visit www.sndlgroup.com and
follow us on Twitter @SundialCannabis, Instagram @SundialCannabis,
LinkedIn @SundialCannabis and Facebook @SundialCommunity.
Forward Looking Statements and Other
Information
This news release includes statements containing certain
"forward-looking information" within the meaning of applicable
securities law ("forward-looking statements"). Forward-looking
statements are frequently characterized by words such as "plan",
"continue", "expect", "project", "intend", "believe", "anticipate",
"estimate", "may", "will", "potential", "proposed" and other
similar words, or statements that certain events or conditions
"may" or "will" occur. These statements are only predictions.
Various assumptions were used in drawing the conclusions or making
the projections contained in the forward looking statements
throughout this news release. Forward-looking statements are based
on the opinions and estimates of management at the date the
statements are made, and are subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the
forward-looking statements. Sundial is under no obligation, and
expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as expressly
required by applicable law. For purposes of this release, the total
outstanding common shares on a fully-diluted basis is based on the
number of common shares issued and outstanding as of September 30, 2019, the number of shares issuable
upon conversion of all remaining 12% unsecured convertible notes
and the exercise of all warrants issuable upon conversion of
thereof, and the number of shares issuable upon employee warrants
that have vested or may vest within the Lock-Up period. The total
outstanding common shares on a fully diluted basis does not include
common shares issuable (i) to satisfy payment of the promissory
notes issued in connection with the Bridge Farm acquisition or the
earn-out payment for the Bridge Farm acquisition, (ii) upon
exercise of the warrants issued to a Canadian financial institution
in connection with the Company's secured credit facility to fund
the acquisition of Bridge Farm, or (iii) upon exercise of other
warrants held by Sun 8 Holdings Inc., Pathway Rx and other third
parties.
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SOURCE Sundial Growers Inc.