CALGARY, AB, Aug. 14, 2020 /PRNewswire/ - Sundial Growers Inc.
(NASDAQ: SNDL) ("Sundial" or the "Company") announced today that it
has priced a best efforts underwritten registered offering of
25,820,000 Series A Units, each consisting of one common share and
one Series A Warrant to purchase one common share and 14,280,000
Series B Units (and together with the Series B Units, the "Units"),
each consisting of one pre-funded Series B Warrant (together with
the Series A Warrants, the "warrants") to purchase one common share
and one Series A Warrant to purchase one common share. Each Series
A Unit will be sold at a price of US$0.50 per Series A Unit and each Series B Unit
will be sold at a price of US$0.50
per Series B Unit, minus US$0.0001,
and the remaining exercise price of each Series B Warrant will
equal US$0.0001 per common share.
Sundial's gross proceeds from this offering are expected to be
approximately US$20 million, before
deducting underwriting discounts and estimated offering expenses.
All of the securities in the offering are being sold by Sundial.
The warrants will be exercisable immediately after issuance and
have a term of five years commencing on the date of issuance. The
exercise price of the Series A Warrants will initially be
US$0.75 per common share, subject to
customary anti-dilution adjustments. The offering is expected to
close on August 18, 2020, subject to
customary closing conditions.
The Company intends to use the net proceeds from the offering
for general corporate and working capital purposes.
Canaccord Genuity LLC is acting as sole book-running manager for
the offering.
The offering will be made only by means of a prospectus
supplement and an accompanying prospectus filed as part of an
effective shelf registration statement filed with the Securities
and Exchange Commission (the "SEC") on Form F-3 and declared
effective on August 13, 2020. A
prospectus supplement for the offering will be filed with the SEC
and available on the SEC's website, www.sec.gov. Copies of the
prospectus supplement, when available, may be obtained from
Canaccord Genuity LLC, Attention: Syndicate Department, 99 High
Street, 12th Floor, Boston, MA
02110, or by email at prospectus@cgf.com. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
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 470,000 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.
Forward-Looking Information Cautionary Statement
This news release includes statements containing certain
"forward-looking information" within the meaning of applicable
securities law ("forward-looking statements"), including, but not
limited to, statements regarding the consummation of this offering,
Company's cost-cutting initiatives, the cost savings expected to be
achieved, the Company's ability to obtain new financing and
covenant relief, operational goals, demand for the Company's
products, the Company's ability to achieve profitability, the
development of the legal cannabis market, future financings and the
maintenance of production levels. In particular, any failure or
delay in obtaining new financing would have a material adverse
effect on our liquidity and impair our ability to operate as a
going concern. In such a case, the Company would look to
delay investments or capital expenditures and evaluate potential
asset sales, but it could be forced to curtail operations or seek
relief under bankruptcy or insolvency laws. In addition,
depending on the development of the cannabis market and the
Company's ability to capture any growth opportunities, future
liquidity issues may continue to arise, which could have a material
adverse effect on our business, results of operations and financial
condition. Forward-looking statements are frequently characterized
by words such as "plan", "continue", "expect", "project", "intend",
"believe", "anticipate", "estimate", "likely", "outlook",
"forecast", "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. Please see "Item 3D Risk Factors" in
the Company's Annual Report on Form 20-F, which was filed with the
Securities and Exchange Commission on March
31, 2020, for a discussion of the material risk factors that
could cause actual results to differ materially from the
forward-looking information. The Company 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.
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SOURCE Sundial Growers Inc.