News Release Bellrock arranges $4-million (U.S.) bridge financing 2021-04-20 13:15 ET - News Release Ms. Jen Turano reports CANNABIS CPG MSO BELLROCK BRANDS SECURES FINANCING TIED TO ONGOING DISCUSSIONS AROUND STRATEGIC ALTERNATIVES Bellrock Brands Inc. has arranged for a bridge financing of up to $4-million (U.S.) from a consortium of insiders and a strategic institutional investor. The bridge loan is connected to a potential, separate transaction with the same investor that could result in equity financing of $30-million (U.S.). Under the terms of the bridge loan, investors are providing an initial financing in the amount of up to $4-million (U.S.) at an annual interest rate of 15 per cent, with quarterly interest payments. The bridge loan is secured against the company's assets. The company has the right to prepay the bridge loan without penalty or premium provided that in the event of any such prepayment the investors receive a minimum yield equal to 6 months interest on the principal amount of the bridge loan. Bellrock intends to use the net proceeds from the bridge loan for financing additional working capital, as the parties finalize the equity financing. The bridge loan was established in conjunction with the exploration of various strategic alternatives, inclusive of the equity financing. The equity financing is expected to be structured as an initial $30-million (U.S.) investment into Bellrock by the investors in the form of equity units at a price per unit of 7.125 U.S. cents with each unit comprising one common share and one common share warrant exercisable within 48 months following the date of issuance at a price of 11 U.S. cents per share. If the warrants are fully exercised, the total gross proceeds from the equity financing would be $75-million (U.S.). The company intends to disclose additional details regarding the terms of the equity financing following the execution of definitive agreements in connection therewith. There can be no assurance that the equity financing will be completed on the terms set out herein or at all. Completion of the equity financing is subject to satisfaction of numerous conditions, including execution of definitive agreements, and receipt of all applicable third party and regulatory approvals. In the event Bellrock chooses not to consummate the equity transaction, the company will be responsible to pay the investor's legal fees, up to a maximum of $175,000 (U.S.), subject to certain exceptions, as well as a break fee, tied to the bridge note, in the amount of $200,000 (U.S.). Amid the current legalization landscape, Bellrock believes that it is poised to capitalize on its house of brands multistate operators platform. In addition to the bridge loan and the proposed equity financing, the company continues to explore additional strategic alternatives available to the company. Certain directors, officers or other insiders of the company invested in the bridge loan. As a result of the participation of such related parties in the bridge loan, the bridge loan constitutes a related party transaction for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Notwithstanding such participation, however, the bridge loan is exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue of sections 5.5(b) and 5.7(1)(a) of MI 61-101 on the basis that no securities of the company are listed or quoted on the markets specified in Section 5.5(b) of MI 61-101 and, at the time the terms of the bridge loan were agreed upon, neither the fair market value of nor the fair market value of the consideration for the portion of the bridge loan invested by the related parties exceeded 25 per cent of the company's market capitalization (as determined in accordance with MI 61-101). In addition, participation in the bridge loan by the related parties will not have an effect on the percentage of equity securities of the company beneficially owned or controlled by any such related parties. The terms of the bridge note were negotiated with arm's-length investors rather than with the related parties. As a result, the board of directors of the company determined that it was not necessary to establish a special committee in connection with the bridge loan or the participation of the related parties in the bridge loan as each such related party disclosed its participation in the bridge loan. No materially contrary view or abstention was expressed or made by any director of the company in relation thereto. Further details regarding the bridge loan will be included in a material change report that will be filed by the company in connection with the completion of the bridge loan. The corporation did not file a material change report more than 21 days before the expected closing date of the bridge loan as the details of the bridge loan and the total amount to be invested by the applicable related parties were not settled until shortly prior to the completion of the bridge loan, and the company wished to complete the bridge loan on an expedited basis for sound business reasons.