TORONTO, July 25, 2023 — Red White & Bloom Brands Inc. (CSE: RWB and OTC: RWBYF) (“RWB” or the “Company”) is providing an update on the indebtedness of Aleafia Health Inc. (“Aleafia”) and certain of its affiliates in connection with the loan agreement made as of December 24, 2021, as amended on March 28, 2022, June 17, 2022, April 26, 2023, May 15, 2023, and May 31, 2023 and assigned to RWB on June 6, 2023 (the “Aleafia Senior Secured Loan Agreement”).
Today, Aleafia announced that it has received an order (the “Initial Order”) from the Ontario Superior Court of Justice (Commercial List) under the Companies’ Creditors Arrangement Act, in order to restructure its business and financial affairs (the “Aleafia CCAA Proceedings”). The Initial Order approved, among other things, debtor-in-possession financing (“DIP Financing”) to be provided by RWB to fund the Aleafia CCAA Proceedings and other short-term working capital requirements pursuant to a term sheet between RWB and Aleafia dated July 24, 2023 (the “Aleafia DIP Term Sheet”). Under the Aleafia DIP Term Sheet, RWB agreed to advance DIP Financing in the amount of $6,600,000 (the “DIP Loan”). The continued availability of the DIP Loan is conditional upon, among other things, certain conditions being satisfied, including the Initial Order remaining in effect. A copy of the DIP Term Sheet will be filed on SEDAR+.
As noted in the joint press release of RWB and Aleafia dated July 14, 2023, Aleafia was in breach of certain covenants under the Aleafia Senior Secured Loan Agreement, and the previously announced Proposed Transaction between the parties had been mutually terminated. RWB did not waive any outstanding breaches and reserved all of its rights and remedies under the Aleafia Senior Secured Loan Agreement. RWB also provided a series of extensions and other accommodations under the Aleafia Senior Secured Loan Agreement.
After the close of markets yesterday, in light of Aleafia’s financial position, RWB issued demand letters and notices to enforce security under Section 244 of the Bankruptcy and Insolvency Act and provided Aleafia with the aforementioned DIP Loan to allow Aleafia to proceed with the Aleafia CCAA Proceedings.
About Red White & Bloom Brands Inc.
Red White & Bloom is a multi-state cannabis operator and house of premium brands in the U.S. legal cannabis sector. RWB is predominantly focusing its investments on the major U.S. markets, including Arizona, California, Florida, Massachusetts, Missouri, and Michigan.
Aleafia Health Obtains Creditor Protection to Pursue Restructuring and Sale Process
TORONTO, July 25, 2023 — Aleafia Health Inc. (TSX:AH, OTCQB:ALEAF) (“Aleafia” or the “Corporation”) announces today that the Corporation and certain of its Canadian subsidiaries, Emblem Corp., Emblem Cannabis Corporation, Emblem Realty Ltd., Growwise Health Limited, Canabo Medical Corporation, Aleafia Inc., Aleafia Farms Inc., Aleafia Brands Inc., Aleafia Retail Inc., 2672533 Ontario Inc., and 2676063 Ontario Inc. (collectively, the “Aleafia Group”) have been granted an order (the “Initial Order”) from the Ontario Superior Court of Justice (Commercial List) (the “Court”) under the Companies’ Creditors Arrangement Act (the “CCAA”), in order to restructure their business and financial affairs.
On July 14, 2023, Aleafia announced the mutual termination of the binding letter agreement (the “Letter Agreement”) entered into between Red White & Bloom Brands Inc. (“RWB”) and Aleafia on June 6, 2023 in respect of the proposed business combination transaction. In addition, pursuant to an assignment of indebtedness and security dated June 6, 2023, NE SPC II LP assigned to RWB, all indebtedness of Aleafia and certain of its affiliates in connection with the loan agreement made as of December 24, 2021, as amended on March 28, 2022, June 17, 2022, April 26, 2023, May 15, 2023, and May 31, 2023 (the “Aleafia Senior Secured Loan Agreement”). Aleafia is currently in breach of certain covenants under the Aleafia Senior Secured Loan Agreement, RWB has not waived any outstanding breaches and, on July 24, 2023, RWB issued demand letters and notices to enforce security under Section 244 of the Bankruptcy and Insolvency Act (Canada).
In light of, among other things, financial pressures resulting from obligations owing to creditors (including under the Aleafia Senior Secured Loan Agreement), challenging factors impacting the cannabis industry and the termination of the Letter Agreement, and after careful consideration of all available alternatives and consultation with legal and financial advisors, the board of directors of each member of the Aleafia Group determined that it was in the best interest of the Aleafia Group and its stakeholders to seek creditor protection under the CCAA.
The Initial Order provides for, among other things: (i) a stay of proceedings in favour of the Aleafia Group; (ii) the approval of debtor-in-possession financing (“DIP Financing”) in accordance with the DIP Term Sheet (as described below); and (iii) the appointment of KSV Restructuring Inc. as monitor of the Aleafia Group (in such capacity, the “Monitor”). The DIP Loan (as described below) is anticipated to fund the operations of the Aleafia Group in the ordinary course through the duration of the CCAA proceedings.
The stay of proceedings and DIP Financing will provide the Aleafia Group with the time and stability required to consider potential restructuring transactions and maximize the value of its assets for the benefit of its creditors and other stakeholders. This may include the sale of all or substantially all of the business or assets of the Aleafia Group through a court-supervised sale process. In that regard, the Aleafia Group intends to seek Court approval to launch a sale and investment solicitation process for its business and assets (the “SISP”) promptly following the Initial Order. The SISP is expected to be administered by the Monitor, with the assistance of the Aleafia Group. Additional details in respect of the SISP will be disclosed shortly.
In order to fund the CCAA proceedings and other short-term working capital requirements, Aleafia has executed a DIP term sheet with RWB dated as of July 24, 2023 (the “DIP Term Sheet”) pursuant to which RWB has agreed to advance DIP Financing in the amount of $6,600,000 (the “DIP Loan”). The continued availability of the DIP Loan is conditional on, among other things, certain conditions being satisfied, including the Initial Order remaining in effect.
It is anticipated that the Toronto Stock Exchange (“TSX”) will halt trading of the Corporation’s common shares and, as a result of having filed for protection under the CCAA, will place the Corporation under delisting review. There can be no assurance as to the outcome of such review or the continued qualification for listing on the TSX.
Additional information regarding the CCAA proceedings – including all of the Court materials filed in the CCAA proceedings – may be found at the Monitor’s website: https://www.ksvadvisory.com/insolvency-cases/case/aleafia
The Corporation is a federally licensed Canadian cannabis company offering cannabis products in Canadian adult-use and medical markets and in select international markets, including Australia and Germany. The Corporation operates a virtual medical cannabis clinic staffed by physicians and nurse practitioners which provide health and wellness services across Canada.
The Corporation owns three licensed cannabis production facilities and operates a strategically located distribution centre all in the province of Ontario, including the largest, outdoor cannabis cultivation facility in Canada. The Corporation produces a diverse portfolio of cannabis and cannabis derivative products including dried flower, pre-roll, milled, vapes, oils, capsules, edibles, sublingual strips and topicals.