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Auxly Closes Transformational Debt Reduction Transactions, Strengthens Financial Position and Unlocks Growth Potential

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Auxly Cannabis Group (OTCQB: CBWTF) has successfully completed two transformative financial transactions that significantly strengthen its balance sheet and financial position. The company has eliminated $21 million in debt and secured an amended credit facility with BMO, which includes a $36.2 million term loan and a $10 million revolving facility.

The company has also settled all obligations with Imperial Brands through a combination of share conversions and warrant issuances. This settlement included converting $1 million principal amount into shares at $0.81 per share, converting $1.39 million of accrued interest into shares at $0.0811 per share, and issuing warrants for 90.8 million shares in exchange for approximately $7.37 million of additional interest, with $11.79 million in remaining interest forgiven.

Auxly Cannabis Group (OTCQB: CBWTF) ha completato con successo due operazioni finanziarie transformative che rafforzano significativamente il suo bilancio e la posizione finanziaria. L'azienda ha eliminato 21 milioni di dollari di debito e ottenuto una linea di credito modificata con BMO, che include un prestito a termine da 36,2 milioni di dollari e una linea di credito revolving da 10 milioni di dollari.

Inoltre, la societ脿 ha saldato tutte le obbligazioni con Imperial Brands tramite una combinazione di conversioni di azioni e emissioni di warrant. Questo accordo ha previsto la conversione di un importo principale di 1 milione di dollari in azioni a 0,81 dollari per azione, la conversione di 1,39 milioni di dollari di interessi maturati in azioni a 0,0811 dollari per azione, e l'emissione di warrant per 90,8 milioni di azioni in cambio di circa 7,37 milioni di dollari di interessi aggiuntivi, con la cancellazione di 11,79 milioni di dollari di interessi residui.

Auxly Cannabis Group (OTCQB: CBWTF) ha completado con 茅xito dos transacciones financieras transformadoras que fortalecen significativamente su balance y posici贸n financiera. La compa帽铆a ha eliminado 21 millones de d贸lares en deuda y asegurado una l铆nea de cr茅dito modificada con BMO, que incluye un pr茅stamo a plazo de 36,2 millones de d贸lares y una l铆nea de cr茅dito revolvente de 10 millones de d贸lares.

Adem谩s, la empresa ha saldado todas las obligaciones con Imperial Brands mediante una combinaci贸n de conversiones de acciones y emisiones de warrants. Este acuerdo incluy贸 convertir un importe principal de 1 mill贸n de d贸lares en acciones a 0,81 d贸lares por acci贸n, convertir 1,39 millones de d贸lares de intereses acumulados en acciones a 0,0811 d贸lares por acci贸n, y emitir warrants por 90,8 millones de acciones a cambio de aproximadamente 7,37 millones de d贸lares en intereses adicionales, perdonando 11,79 millones de d贸lares en intereses restantes.

Auxly Cannabis Group (OTCQB: CBWTF)電� 鞛 靸來儨鞕 鞛 瓯挫爠靹膘潉 韥矊 臧曧檾頃橂姅 霊� 瓯挫潣 氤順侅爜鞚� 旮堨湹 瓯半灅毳� 靹标车鞝侅溂搿� 鞕勲頄堨姷雼堧嫟. 須岇偓電� 2,100毵� 雼煬鞚� 攵毂勲ゼ 鞝滉卑頄堨溂氅�, BMO鞕 頃粯 靾橃爼霅� 鞁犾毄 鞁滌劋鞚� 頇曤炒頄堧姅雿�, 鞐赴鞐愲姅 3,620毵� 雼煬鞚� 毵岅赴 雽於�瓿� 1,000毵� 雼煬鞚� 須岇爠 鞁犾毄 鞁滌劋鞚� 韽暔霅╇媹雼�.

霕愴暅 須岇偓電� Imperial Brands鞕鞚� 氇摖 毂勲毳� 欤检嫕 鞝勴櫂瓿� 鞗岆煱韸� 氚滍枆鞚� 韱淀暣 鞝曥偘頄堨姷雼堧嫟. 鞚� 頃╈潣鞐愲姅 100毵� 雼煬 鞗愱笀鞚� 欤茧嫻 0.81雼煬鞐� 欤检嫕鞙茧 鞝勴櫂頃橁碃, 139毵� 雼煬鞚� 氙胳旮� 鞚挫瀽毳� 欤茧嫻 0.0811雼煬鞐� 欤检嫕鞙茧 鞝勴櫂頃橂┌, 鞎� 737毵� 雼煬鞚� 於旉皜 鞚挫瀽鞐� 雽頃� 9,080毵� 欤�鞚� 鞗岆煱韸鸽ゼ 氚滍枆頃橁碃, 1,179毵� 雼煬鞚� 鞛旍棳 鞚挫瀽電� 韮曣皭頃橂姅 雮挫毄鞚� 韽暔霅橃柎 鞛堨姷雼堧嫟.

Auxly Cannabis Group (OTCQB: CBWTF) a men茅 脿 bien deux op茅rations financi猫res majeures qui renforcent significativement son bilan et sa situation financi猫re. La soci茅t茅 a 茅limin茅 21 millions de dollars de dette et obtenu une facilit茅 de cr茅dit modifi茅e avec BMO, comprenant un pr锚t 脿 terme de 36,2 millions de dollars et une ligne de cr茅dit renouvelable de 10 millions de dollars.

La soci茅t茅 a 茅galement r茅gl茅 toutes ses obligations envers Imperial Brands par une combinaison de conversions d鈥檃ctions et d鈥櫭﹎issions de bons de souscription. Ce r猫glement comprend la conversion d鈥檜n montant principal de 1 million de dollars en actions 脿 0,81 dollar par action, la conversion de 1,39 million de dollars d鈥檌nt茅r锚ts courus en actions 脿 0,0811 dollar par action, ainsi que l鈥櫭﹎ission de bons de souscription pour 90,8 millions d鈥檃ctions en 茅change d鈥檈nviron 7,37 millions de dollars d鈥檌nt茅r锚ts suppl茅mentaires, avec une remise de 11,79 millions de dollars d鈥檌nt茅r锚ts restants.

Auxly Cannabis Group (OTCQB: CBWTF) hat erfolgreich zwei transformative Finanztransaktionen abgeschlossen, die seine Bilanz und finanzielle Position erheblich st盲rken. Das Unternehmen hat 21 Millionen US-Dollar Schulden abgebaut und eine ge盲nderte Kreditfazilit盲t mit der BMO gesichert, die einen 36,2 Millionen US-Dollar Terminkredit und eine 10 Millionen US-Dollar revolvierende Kreditlinie umfasst.

Das Unternehmen hat au脽erdem alle Verpflichtungen gegen眉ber Imperial Brands durch eine Kombination aus Aktienumwandlungen und Optionsschein-Ausgaben beglichen. Diese Einigung umfasste die Umwandlung eines 1 Million US-Dollar Hauptbetrags in Aktien zu je 0,81 US-Dollar, die Umwandlung von 1,39 Millionen US-Dollar aufgelaufener Zinsen in Aktien zu je 0,0811 US-Dollar sowie die Ausgabe von Optionsscheinen f眉r 90,8 Millionen Aktien im Austausch f眉r rund 7,37 Millionen US-Dollar zus盲tzlicher Zinsen, wobei 11,79 Millionen US-Dollar an verbleibenden Zinsen erlassen wurden.

Positive
  • None.
Negative
  • Immediate dilution of 18.3 million shares from debt conversion
  • Potential future dilution of up to 90.8 million shares through warrants
  • Imperial Brands ownership increased to 19.9% of outstanding shares

TORONTO, July 8, 2025 /PRNewswire/ - Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) ("Auxly" or the "Company"), a leading consumer packaged goods company in the cannabis products market, is pleased to announce the successful closing of two transformative financial transactions previously announced on June 19, 2025: the amendment and extension of its credit facility led by the Bank of Montreal ("BMO"), and the full settlement of all amounts owing to Imperial Brands plc ("Imperial Brands").

These transactions represent an important milestone in the execution of Auxly's strategy, delivering a materially stronger balance sheet and providing the financial flexibility to invest in future growth.聽 They reflect the culmination of a focused effort to streamline Auxly's capital structure and reinforce the long-term sustainability of our business.

With these transactions now complete, Auxly has achieved the following:

  • Eliminated approximately $21 million in debt from the balance sheet;

  • Reduced debt service obligations by approximately $700,000 per annum;

  • Access to a new $10 million revolving facility, providing financial flexibility to support continued growth; and

  • Removal of the going concern uncertainty disclosure from the Company's financial statements, a clear signal of renewed financial strength and stability.

"The closing of these transaction marks a turning point for Auxly," said Hugo Alves, CEO of Auxly. "We emerge from these transactions with a transformed balance sheet and the financial strength to fuel future growth. It is an exciting time to be an Auxly stakeholder. We are profitable, we are growing, we have brands and products that people trust and love, and now, with the continuing support of our capital and strategic partners, we have the financial fortitude to continue building on our success in the Canadian cannabis market and beyond."

"This is a significant milestone in Auxly's financial evolution," said Travis Wong, CFO of Auxly. "We've reduced debt, extended the term of our senior facility, and secured a new working capital facility. These improvements provide us with the financial flexibility to execute our strategy with confidence."

The following provides an overview of the finalized terms and structure of the amended credit facility and the Imperial Brands debt settlement.

Amended Credit Facility

The Company has amended and restated Auxly Leamington's existing credit facility agreement with a syndicate of lenders led by BMO (the "Amended Credit Facility"). The key modifications under the Amended Credit Facility include the following:

  • Borrower:聽The Company replaced Auxly Leamington as the borrower.

  • Facility Structure: Credit facility of $50.7 million consisting of:
    • Term loan of $36.2 million
    • Revolving facility of $10.0 million to be used for working capital and corporate requirements
    • Existing equipment leases of $4.5 million

  • Term: Two years with an option to extend for an additional year for $100,000.

  • Updated Financial Covenants: Revised covenants which provide the Company with the flexibility to support its long-term growth strategy.

  • Security: The Amended Credit Facility will be secured by all, or substantially all, of the assets of the Company and its subsidiaries (rather than primarily the assets and equity of Auxly Leamington as is the case under Auxly Leamington's existing credit facility).

Imperial Brands Convertible Debenture Settlement

Pursuant to the Company's exchange agreement with Imperial Brands dated June 19, 2025 (the "Exchange Agreement"), the following occurred:

(补)听

Imperial Brands converted the remaining $1.0 million principal amount owed under the outstanding convertible debenture held by Imperial Brands (the "Debenture") into 1,234,568 common shares of Auxly ("Shares") at a conversion price of $0.81 per share in accordance with the terms of the Debenture (the "Principal Conversion");



(产)听

Imperial Brands converted approximately $1.39 million of accrued interest under the Debenture into 17,101,921 Shares at a per-share conversion price of $0.0811, equal to the trailing 5-day volume-weighted average trading price of the Shares on the Toronto Stock Exchange (the "TSX") as of the date hereof (the "Interest Conversion"); and



(肠)听

the Company issued to Imperial Brands pre-funded warrants to acquire up to 90,883,618 Shares (the "Warrants") in exchange for approximately $7.37 million of additional interest, with the remaining accrued interest owed under the Debenture in the amount of approximately $11.79 million forgiven. Each Warrant entitles an affiliate of Imperial Brands to purchase one Share for a nominal exercise price at any time prior to December 31, 2028 (the "Expiry Date"), provided that the number of Warrants exercisable for Shares (the "Underlying Shares") that may be exercised at any time prior to the Expiry Date will be limited to such number of Warrants for which the issuance of corresponding Underlying Shares would not result in Imperial Brands owning more than 19.9% of all the then outstanding Shares.

The 18,336,489 Shares issued under the Principal Conversion and the Interest Conversion is the only immediate dilution to shareholders. Imperial Brands now owns approximately 19.9% of all issued and outstanding Shares and there are no further amounts owing by the Company to Imperial Brands.

ON BEHALF OF THE BOARD

"Hugo Alves" CEO

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our mission is to help consumers live happier lives through quality cannabis products that they trust and love.

Our vision is to be a global leader in quality cannabis products.

Learn more at and stay up to date at Twitter: @AuxlyGroup;聽Instagram: @auxlygroup;聽Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Notice Regarding Forward Looking Information:

This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or information that certain events or conditions "may" or "will" occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: the anticipated benefits of the Amended Credit Facility and the timing thereof; the issuance of Underlying Shares in connection with the potential future exercise of Warrants; the anticipated benefits of the transaction contemplated by the Exchange Agreement and the timing thereof; the Company's execution of its product development and commercialization strategy; consumer preferences; political change; future legislative and regulatory developments involving cannabis and cannabis products; and competition and other risks affecting the Company in particular and the cannabis industry generally.

A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information included in this release including, but not limited to, whether: the expected benefits of the execution of the Amended Credit Facility and/or the Settlement (or any portion thereof) materialize in the manner expected, or at all; there is acceptance and demand for current and future Company products by consumers and provincial purchasers; and general economic, financial market, legislative, regulatory, competitive and political conditions in which the Company operates will remain the same. Additional risk factors are disclosed in the annual information form of the Company for the financial year ended December 31, 2024 dated March 20, 2025 and other documents that the Company files with Canadian securities regulatory authorities from time to time.

New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The forward-looking information in this news release is based on information currently available and what management believes are reasonable assumptions. Forward-looking information speaks only to such assumptions as of the date of this release. Readers should not place undue reliance on forward-looking information contained in this news release.

The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.

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SOURCE Auxly Cannabis Group Inc.

FAQ

How much debt did Auxly Cannabis (CBWTF) eliminate in July 2025?

Auxly eliminated approximately $21 million in debt from its balance sheet and reduced debt service obligations by $700,000 per year.

What are the key terms of Auxly's amended credit facility with BMO?

The amended facility includes a $36.2 million term loan, a $10 million revolving facility, and $4.5 million in equipment leases, with a two-year term and option for one-year extension.

How was Auxly's debt settlement with Imperial Brands structured?

The settlement included converting $1 million principal at $0.81 per share, $1.39 million interest at $0.0811 per share, issuing warrants for $7.37 million, and forgiving $11.79 million in remaining interest.

What is the potential dilution impact from Auxly's debt settlement?

The immediate dilution is 18.3 million shares from debt conversion, with potential future dilution of up to 90.8 million shares through warrants exercisable until December 2028.

How will these transactions affect Auxly's financial position?

The transactions strengthen Auxly's balance sheet by eliminating $21 million in debt, providing $10 million in new revolving credit, and removing the going concern uncertainty from financial statements.
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