Vancouver, British Columbia--(Newsfile Corp. - February 25, 2020) - INVICTUS MD STRATEGIES CORP. (TSXV: GENE) (OTCQX: IVITF) (FSE: 8IS2) (the "Company") announces that on Monday, February 24, 2020, the Supreme Court of British Columbia (the "Court") granted an amended and restated initial order (the "Amended and Restated Initial Order") under the Companies' Creditors Arrangement Act (Canada) ("CCAA"). The Amended and Restated Initial Order also extends protection to Greener Pastures MD Ltd., Acreage Pharms Ltd. ("Acreage"), and 2015059 Alberta Ltd. (together with the Company, the "Invictus Group").
DIP Financing
The Amended and Restated Initial Order authorizes the Invictus Group to obtain debtor-in-possession financing from its senior secured creditor, ATB Financial (the "DIP Lender"). The DIP Lender has agreed to provide the Invictus Group with a debtor-in-possession financing facility (the "DIP Facility") of up to a maximum principal amount of $3 million. The initial advance of DIP Facility is subject to the satisfaction of certain conditions. The DIP Facility is secured by a super-priority charge in favour of the DIP Lender and will accrue at an interest rate of 10% per annum. An upfront fee of $60,000 is payable to the DIP Lender in connection with the establishment of the DIP Facility. The DIP Facility will mature on the earlier of August 31, 2020, an event of default or on the occurrence of certain events in connection with the CCAA proceedings.
SISP
The Amended and Restated Initial Order approves the Invictus Group's proposed sales, investment and solicitation process (the "SISP"), which has been developed in consultation with its monitor, PricewaterhouseCoopers Inc. (the "Monitor"), and DIP Lender. The purpose of the SISP is to seek out proposals for one or more of the following:
- a restructuring, recapitalization, or other form of reorganization of the business and affairs of one or more of the Invictus Group as a going concern; or
- a sale of all, substantially all, of one or more components of, the Invictus Group's assets and business operations as a going concern or otherwise.
The SISP is intended to help identify the best opportunities for maximizing value for the Invictus Group's stakeholders.
CRO
The Amended and Restated Initial Order authorizes the appointment of Pam K. Boparai of Boparai Consulting Inc. as the chief restructuring officer (the "CRO") of the Invictus Group. The CRO's scope of services includes assisting with and overseeing the restructuring of the Invictus Group.
Extension of the Initial Stay Period
The Amended and Restated Initial Order authorizes an extension to the initial stay period to and including May 29, 2020 (the "First Stay Extension"). The First Stay Extension is intended to allow the Invictus Group to continue operating as a going concern as it implements the SISP and a key employee retention plan, while pursuing various restructuring options with the assistance of the CRO.
NEX
At the request of the Company, the listing of its Common Shares will be transferred from the TSX Venture Exchange (the "Exchange") to the NEX board of the Exchange effective February 26, 2020. The Common Shares will trade under the symbol GENE.H and the warrants to acquire Common Shares will trade under the symbol GENE.WT.H.
For further information
Harbir Toor
Chief Financial Officer
Phone: 236-788-8134
Email: HToor@invictus-md.com
Investor Relations 1‐844‐800‐6086
E‐Mail: connect@invictus‐md.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information regarding the Company's CCAA proceedings
A copy of the Amended and Restated Initial Order and other information will be available on the Monitor's website at www.pwc.com/ca/invictus.
Additional enquiries for the Monitor may be directed to PricewaterhouseCoopers Inc. in its capacity as Court-appointed Monitor of the Invictus Group:
Kiran Chahal
Phone: (604) 806-7787
Email: kiran.k.chahal@pwc.com
About Invictus
Invictus is a global cannabis company with a focus on the Canadian cannabis space, offering a selection of products under a wide range of cannabinoid profiles that fit the demand of the Company's medical clients and retail customers.
For more information visit www.invictus-md.com.
Forward Looking Information
This news release includes certain statements and information that may constitute forward-looking information and statements within the meaning of applicable Canadian securities laws. Forward-looking statements may generally be identified by the use of the words "will", "continues", "anticipates" and "intends" and variations or similar expressions which include, but are not limited to, statements relating to the CCAA proceedings; DIP Financing, SISP; CRO; First Stay Extension; NEX transfer; operations of the Invictus Group; liquidity of the Invictus Group; and ability of the Invictus Group to continue operating as a going concern.
Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or result, changes in the CCAA proceedings or otherwise, except as required by applicable laws.
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