DionyMed Brands Inc. Signs Definitive Agreement for an up to US$40 Million Credit Facility

DionyMed
Brands Inc. (“DionyMed” or “Company”) (CSE:DYME), a multi-state
cannabis brand and delivery platform, today announced it has signed a
definitive agreement (the “Agreement”) for a two-year, up to US$40
million senior secured credit facility from a syndicate of investors.
The credit facility consists of a US$15 million term loan facility and a
US$25 million asset-backed loan facility. DionyMed will draw US$13
million following the completion of certain conditions to the
satisfaction of the investors. Currently, the syndicate of investors
have committed to provide US$13 million of the credit facility. Future
commitments from existing or future lenders are expected for the full
amount. Amounts drawn under the facility will be guaranteed by DionyMed
and its subsidiaries and will be secured by all assets of DionyMed and
each subsidiary, including, inventory, trade receivables and real
property.

This credit facility will be used for acquisitions, capital
expenditures, refinancing existing debt, working capital and general
corporate purposes.

The credit facility provides DionyMed an efficient capital structure as
it continues to expand its US operational footprint and product
portfolio, through both inorganic and organic growth opportunities. The
facility will bear interest of LIBOR plus 8% rate with a commitment fee,
an arrangement fee and an annual fee. The credit facility includes up to
an aggregate of 7.1 million warrants with warrants issued to investors
based on the amount drawn on the credit facility proportionate to the
maximum credit facility size of $40 million. Each warrant
provides the investor the right to purchase one subordinated voting
(common) share and the warrants expire after 36 months. If the credit
facility is fully drawn, the warrants would have a weighted-average
exercise price of C$5.16 per share based on the C$3.25 share price as of
the close of business on January 16, 2019.

“An efficient capital structure is an essential part of DionyMed’s
strategic plan as we continue our growth trajectory and further scale
our operations. Building upon our capital raise in November 2018 of C$35
million, this credit facility provides non-dilutive capital to help us
further achieve our aggressive growth goals, which focus on advancing
our deal pipeline and building upon our existing cannabis to consumer
platform. The cannabis industry will continue to consolidate at an
increasing rate and DionyMed is strongly positioned to play a leading
role in this stage of the industry’s rapid growth. We look forward to
continuing to share our progress with investors on our many growth
initiatives over the coming year. We want to thank our investment
partners for their ongoing commitment and support to our future,”
commented Edward Fields, CEO of DionyMed.

A copy of the Agreement is available on the Company’s SEDAR profile at www.sedar.com.

To be added to the DionyMed e-mail distribution list, please e-mail DionyMed@kcsa.com
with DionyMed in the subject line.

About DionyMed

Founded in 2017, DionyMed is a multi-state cannabis brands and delivery
platform, supporting cultivators, manufacturers and award-winning brands
in the medical and adult-use cannabis markets. DionyMed sells branded
products in every category from flower to vape cartridges, concentrates
and edibles. DionyMed serves more than 700 dispensaries and completes
over 40,000 Direct-To-Consumer deliveries each month with its growing
portfolio of products and brands. Learn more at www.DionyMed.com and
follow @DYME_Inc on Twitter and LinkedIn.

Forward-Looking Information and Statements

This news release contains certain “forward-looking information”
within the meaning of applicable Canadian securities legislation and may
also contain statements that may constitute “forward-looking statements”
within the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Such forward-looking
information and forward-looking statements are not representative of
historical facts or information or current condition, but instead
represent only the Company’s beliefs regarding future events, plans or
objectives, many of which, by their nature, are inherently uncertain and
outside of the Company’s control. Generally, such forward-looking
information or forward-looking statements can be identified by the use
of forward-looking terminology such as “plans”, “expects” or “does not
expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate”, or “believes”, or
variations of such words and phrases or may contain statements that
certain actions, events or results “may”, “could”, “would”, “might” or
“will be taken”, “will continue”, “will occur” or “will be achieved” and
include, without limitation, statements related to the ability of the
Company to satisfy the conditions for future draws under the Agreement
and to make future draws under the credit facility, the Company’s
expectations with respect to future commitments for the full amount of
the credit facility, the use of funds made available under the credit
facility, the expansion of the Company’s US operational footprint and
product portfolio, the number and weighted-average exercise price of the
warrants issued in connection with the credit facility, the expansion of
the Company’s online platforms, enhancing the Company’s distribution
reach and product variety and changes to the Company’s revenue drivers.

In connection with the forward-looking information and
forward-looking statements contained in this press release, the Company
has made certain assumptions, including but not limited to: the Company
having the requisite borrowing base and being able to satisfy the
conditions for future draws under the Agreement in the Lender’s
discretion and being able to make future draws under the credit
facility, the Company being able to obtain future commitments from
existing or future lenders for the full amount of the credit facility,
the Company’s business plan necessitating the use of proceeds as set out
herein, the Company’s share price maintaining relative stability with
respect to the weighted-average exercise price of the warrants issued in
connection with the credit facility.

By identifying such information and statements in this manner, the
Company is alerting the reader that such information and statements are
subject to known and unknown risks, uncertainties and other factors that
may cause the actual results, level of activity, performance or
achievements of the Company to be materially different from those
expressed or implied by such information and statements, including but
not limited to: the Company not having the requisite borrowing base or
not being able to satisfy the conditions for future draws under the
Agreement in the Lender’s discretion, the Company not being able to make
future draws under the credit facility, there not being future
commitments from existing or future lenders for the full amount of the
credit facility, material changes in the Company’s business plan that
would affect the use of proceeds as set out herein, there being material
fluctuations in the Company’s share price and certain other risk factors
set out in the Listing Statement of the Company available on the
Company’s profile on SEDAR at www.sedar.com.

Although the Company believes that the assumptions and factors used
in preparing, and the expectations contained in, the forward-looking
information and statements are reasonable, undue reliance should not be
placed on such information and statements, and no assurance or guarantee
can be given that such forward-looking information and statements will
prove to be accurate, as actual results and future events could differ
materially from those anticipated in such information and statements.
The forward-looking information and forward-looking statements contained
in this press release are made as of the date of this press release, and
the Company does not undertake to update any forward-looking information
and/or forward-looking statements that are contained or referenced
herein, except in accordance with applicable securities laws. All
subsequent written and oral forward- looking information and statements
attributable to the Company or persons acting on its behalf is expressly
qualified in its entirety by this notice.

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