| SENIOR SECURED CONVERTIBLE CREDIT FACILITY | 17. SENIOR SECURED CONVERTIBLE CREDIT FACILITY As of June 25, 2022 and June 26, 2021, senior secured convertible credit facility consists of the following:
Schedule of senior secured convertible credit facility
Tranche 2022 2021
Senior secured convertible notes dated April 23, 2019, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. 1A $ 22,880,556 $ 21,112,530
Senior secured convertible notes dated May 22, 2019, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. 1B 98,542,422 91,185,378
Senior secured convertible notes dated July 12, 2019, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. 2 32,043,996 29,580,445
Senior secured convertible notes dated November 27, 2019, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. 3 12,408,091 11,454,144
Senior secured convertible notes dated March 27, 2020, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. 4 14,594,985 13,496,906
Amendment fee converted to senior secured convertible notes dated October 29, 2019, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. - 23,424,438 21,623,561
Senior secured convertible notes dated April 24, 2020, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. IA-1 3,275,857 3,027,003
Senior secured convertible notes dated September 14, 2020, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. IA-2 6,334,980 5,847,933
Restatement fee issued in senior secured convertible notes dated March 27, 2020, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. - 9,888,919 9,104,665
Second restatement fee issued in senior secured convertible notes dated July 2, 2020, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. - 2,190,380 2,021,984
Third restatement fee issued in senior secured convertible notes dated January 11, 2021, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. - 12,320,154 11,372,828
Total Drawn on Senior Secured Convertible Credit Facility 237,904,778 219,827,377
Less Unamortized Debt Discount (105,899,115 ) (49,005,984 )
Senior Secured Convertible Credit Facility, Net $ 132,005,663 $ 170,821,393 A reconciliation of the beginning and ending balances of senior secured convertible credit facility for the years ended June 25, 2022 and June 26, 2021 is as follows:
Schedule of reconciliation senior secured convertible credit facility
Tranche 1 Tranche 2 Tranche 3 Tranche 4 Incremental Advance - 1 Incremental Advance - 2 3rd Advance Amendment Restatement Fee Notes 2nd Restatement Fee Notes TOTAL
Balance as of June 27, 2020 $ 102,833,447 $ 25,352,687 $ 9,680,433 $ 286,691 $ 2,168,540 $ - $ - $ 18,964,600 $ 7,082,065 $ - $ 166,368,463
Cash Additions - - - - - 5,420,564 10,937,127 - - - 16,357,691
Repayments (8,000,000 ) - - - - - - - - - (8,000,000 )
Principal Reallocation 585,058 (3,276 ) (1,277 ) (404,451 ) (340 ) (589 ) - (2,395 ) (24,084 ) (148,646 ) -
Fees Capitalized to Debt Related to Debt Modifications - - - - - (468,564 ) (937,127 ) - - - (1,405,691 )
Paid-In-Kind Interest Capitalized 11,925,650 3,012,776 1,166,607 1,401,357 290,061 427,165 435,701 2,202,363 928,886 170,630 21,961,196
Net Effect on Debt from Extinguishment 4,812,996 962,750 497,175 2,167,870 (453,979 ) - - 455,792 630,758 2,000,000 11,073,362
Equity Component Debt - New and Amended (23,562,662 ) (6,147,968 ) (2,480,673 ) (2,839,499 ) (1,296,844 ) (3,239,507 ) (7,694,405 ) (4,337,438 ) (4,551,977 ) - (56,150,973 )
Cash Paid for Debt Issuance Costs - - - - - (175,000 ) (200,000 ) - - - (375,000 )
Amortization of Debt Discounts 9,306,004 2,089,165 854,194 1,794,998 684,720 1,231,345 1,539,902 1,690,108 1,800,653 1,256 20,992,345
Balance as of June 26, 2021 $ 97,900,493 $ 25,266,134 $ 9,716,459 $ 2,406,966 $ 1,392,158 $ 3,195,414 $ 4,081,198 $ 18,973,030 $ 5,866,301 $ 2,023,240 $ 170,821,393
Paid-In-Kind Interest Capitalized 9,278,324 2,498,848 967,614 1,114,155 244,132 472,233 918,515 1,826,681 831,571 209,826 18,361,899
Net Effect on Debt from Extinguishment 730,188 1,036,340 463,655 (6,023,142 ) (1,634,070 ) (1,528,691 ) (3,386,103 ) 175,528 (2,243,726 ) 160 (12,409,861 )
Equity Component Debt - New and Amended (25,909,107 ) (6,956,945 ) (2,693,872 ) 3,709,995 218,454 (1,684,086 ) (805,481 ) (5,085,586 ) (2,181,419 ) - (41,388,047 )
Net Effect on Debt from Derivative (5,665,272 ) (1,495,087 ) (578,928 ) (680,963 ) (152,843 ) (295,573 ) (574,825 ) (1,092,922 ) (461,390 ) (102,197 ) (11,100,000 )
Cash Paid for Debt Issuance Costs (1,331,576 ) (351,408 ) (136,072 ) (160,055 ) (35,924 ) (69,472 ) (135,108 ) (256,882 ) (108,446 ) (19,650 ) (2,604,593 )
Amortization of Debt Discounts 5,175,536 1,220,474 478,223 684,871 192,678 343,773 744,785 972,560 508,820 3,152 10,324,872
Balance as of June 25, 2022 $ 80,178,586 $ 21,218,356 $ 8,217,079 $ 1,051,827 $ 224,585 $ 433,598 $ 842,981 $ 15,512,409 $ 2,211,711 $ 2,114,531 $ 132,005,663 On March 22, 2019, the Company signed a binding term sheet for a senior secured convertible credit facility (the “Convertible Facility”) of up to $ 250,000,000 Under the definitive terms, Notes were issuable in up to five tranches, with each tranche being issuable at the option of the Company, subject to certain conditions and, in certain cases, price thresholds for the Class B Subordinate Voting Shares of the Company. The initial tranche, which the Company and MM CAN drew down on April 23, 2019 and May 22, 2019, was for gross proceeds of $ 100,000,000 (“Tranche 1”). All Notes have a maturity date of 36 months from the Closing Date (the “Maturity Date”), with a 12-month extension feature available to the Company on certain conditions, including payment of an extension fee of 1.0% of the principal amount under the outstanding Notes. All Notes will bear interest from their date of issue at LIBOR plus 6.0% per annum. During the first 12 months, interest was paid-in-kind (“PIK”) at the Company’s option such that any amount of PIK interest was added to the outstanding principal of the Notes. The Company had the right after the first year, to prepay the outstanding principal amount of the Notes prior to maturity, in whole or in part, upon payment of 105% of the principal amount in the second year and 103% of the principal amount thereafter. The Notes (including all accrued interest and fees thereon) is convertible, at the option of the holder, into Subordinate Voting Shares at any time prior to the close of business on the last business day immediately preceding the Maturity Date. The conversion price for each tranche of Notes is determined based upon a predefined formula as defined in the agreement immediately prior to funding of each tranche. The Company may force the conversion of up to 75% of the then outstanding Notes if the volume weighted average price (“VWAP”) of the Subordinate Voting Shares (converted to U.S. dollars) is at least $8.00 for any 20 consecutive trading day period, at a conversion price per Subordinate Voting Share equal to $8.00. If 75% of the then outstanding Notes are converted by the Company, the term of the remaining 25% of the then outstanding Notes will be extended by 12 months (if such extended period is longer than the maturity date of such Notes), subject to an outside date of 48 months from the Closing Date. Upon issuance of Notes pursuant to any tranche, the lenders were issued share purchase warrants of the Company (“Warrants”), each of which would be exercisable to purchase one Subordinate Voting Share for 36 months from the date of issue. The number of Warrants issued represented an approximate 50% Warrant coverage for each tranche. The exercise prices for each tranche of Warrants are determined based upon a predefined formula as defined in the agreement immediately prior to funding of each tranche. In
connection with Tranche 1, the Company issued to the lenders 10,086,066 3.72 42,913,752 4.29 2,276,757 1,748,251 3,979,119 As additional consideration for the purchase of the Notes, at the time of each Tranche closing, the lenders were paid an advance fee of 1.5% of the principal amount of the Notes purchased in such Tranche. While the Notes are outstanding, the lenders are entitled to the collective rights (a) to nominate an individual to the board of directors of the Company, and (b) to appoint a representative to attend all meetings of the board of directors in a non-voting observer capacity. The Notes and the Warrants, and any Subordinate Voting Shares issuable as a result of a conversion of the Notes or exercise of the Warrants, were subject to a four-month hold period from the date of issuance of such Notes or such Warrants, as applicable, in accordance with applicable Canadian securities laws. Amendments to Senior Secured Convertible Credit Facility On August 12, 2019, the Company amended certain provisions of the Convertible Facility led by GGP (the “First Amendment”). The Company agreed to pay GGP 15% of the $125,000,000 drawn down prior to entering into the amendment as an amendment fee, which was calculated at $ 18,750,000 1.28 50,000,000 75,000,000 31,816,659 On October 29, 2019, the Company completed the second amendment of the Convertible Facility with GGP (the “Second Amendment”) wherein certain reporting and financial covenants were modified. The Amendment removed the senior debt to market capitalization ratio covenant. The conversion of any portion of the obligations into shares became restricted until on or after October 29, 2020. As a result of the Second Amendment, the Company obtained the right to repay, in whole or in part, the outstanding principal amount of the Note together with accrued and unpaid interest and fees, plus the applicable premium which is five percent (5%) of the principal amount being repaid before the second anniversary of the date of issuance of each convertible note, and three percent (3%) of the principal amount being repaid thereafter. The amount of available credit in the remaining tranches was amended to $ 10,000,000 115,000,000 On March 27, 2020, the Company amended and restated the securities purchase agreement with GGP (the “Third Amendment”) wherein GGP committed to fund up to $ 150,000,000 The maximum funding capacity under the Convertible Facility, as amended on March 27, 2020 is $285,000,000 of which $135,000,000 had been drawn down in prior tranches. The final $25,000,000 is subject to acceptance by the Company. Certain financial covenants were also modified which include a reduction in the required go-forward minimum cash balance and the removal of the fixed charge coverage ratio requirement that was to become effective in calendar 2021. The Third Amendment removed the accelerated and forced conversion rights previously held by GGP under the agreement as amended on August 12, 2019. As part of the Third Amendment, the Company agreed to pay GGP 10% of the existing Notes outstanding prior to Tranche 4, including paid-in-kind interest accrued on such Notes (the “Existing Notes”), or $163,997,255, as a restatement fee (the “Restatement Fee”), of which the first 50% of the Restatement Fee was paid through the issuance of additional Notes in an aggregate principal amount equal to $8,199,863 at a conversion price of $0.26 (the “Restatement Fee Notes”). The remaining 50% of the Restatement Fee, or $8,199,863, will be due upon each Incremental Advance on a pro-rata basis of $87,500,000. 1.5 187,500 Under the Amended and Restated SPA, each Incremental Advance will be issued at a conversion price per Subordinate Voting Share equal to the five (5) day VWAP of the Subordinate Voting Shares as of the trading day immediately preceding the date of completion of such Incremental Advance, subject to a minimum price of $0.20 and maximum price of $0.40 (in respect of each Incremental Advance, a “Restatement Conversion Price”), provided that the first Incremental Advance (the “Tranche 4 Advance”) will have a Restatement Conversion Price of $0.26. In addition, as any Incremental Advances are funded, the conversion price of the relative portion of the Existing Notes will be amended to the Restatement Conversion Price. In connection with each Incremental Advance, the Company will also issue share purchase warrants (“Incremental Warrants”) representing 100% coverage on the aggregate principal amount of such Incremental Advance, each of which will be exercisable to purchase one Subordinate Voting Share for a period of five (5) years from the date of issuance, at an exercise price per Subordinate Voting Share equal to the Restatement Conversion Price for such Incremental Advance. In addition, as any Incremental Advances are funded, the relative portion of the existing share purchase warrants issued under the Convertible Facility and outstanding prior to Tranche 4 (the “Existing Warrants”) will be cancelled and replaced by new share purchase warrants of the Company (the “Replacement Warrants”), each of which will be exercisable to purchase one Subordinate Voting Share for a period of five (5) years from the date of issuance at an exercise price equal to the Restatement Conversion Price for such Incremental Advance. The Incremental Warrants, including the Tranche 4 Warrants, and the Replacement Warrants will be exercisable on a cashless (net exercise) basis. In addition, if the Company’s retail operations achieve two (2) consecutive three-month periods of positive after-tax free cash flow during any time prior to the expiry date for the Replacement Warrants, then all outstanding Replacement Warrants will be automatically cancelled upon achieving the milestone. The principal amount of the Existing Notes that will be repriced and the number of Existing Warrants that will be cancelled and replaced upon an Incremental Advance will be based on the percentage that the amount of such Incremental Advance is of a total funding target of $ 100,000,000 135,000,000 10,706,883 On July 2, 2020, the Company amended and restated the securities purchase agreement with GGP under the Convertible Facility (the “Fourth Amendment”) wherein the minimum liquidity covenant was waived until September 30, 2020 and resetting at $5,000,000 thereafter with incremental increases on March 31, 2021 and December 31, 2021. The payment-in-kind feature on the Convertible Facility was also extended, such that 100% of the cash interest due prior to June 2021 will be paid-in-kind and 50% of the cash interest due thereafter will be paid-in-kind. The Fourth Amendment released certain assets from its collateral to allow greater flexibility to generate proceeds through the sale of non-core assets. The Fourth Amendment allows for immediate prepayment of amounts under the Convertible Facility with a 5% prepayment penalty until 2nd anniversary of the Fourth Amendment and 3% prepayment penalty thereafter. As part of the Fourth Amendment, holders of notes under the Convertible Facility were provided down-round protection where issuances of equity interests (including securities that are convertible or exchangeable for equity interests) by the Company at less than the higher of (i) lowest conversion price under the amended and restated notes of the Convertible Facility amendment dated March 27, 2020 and (ii) the highest conversion price determined for any incremental advances, will automatically adjust the conversion/exercise price of the previous tranches and incremental tranche 4 warrants and the related replacement warrants to the price of the newly issued equity interests. Certain issuances of equity interests are exempted such as issuances to existing lenders, equity interests in contemplation at the time of Fourth Amendment and equity interests issued to employees, consultants, directors, advisors or other third parties, in exchange for goods and services or compensation. Pursuant to ASU 2017-11, the down-round protection was not considered a derivative and was recognized when the down-round protection adjustments were triggered. As consideration for the amendment, the conversion price for 52% of the tranches 1 through 3 and the first amendment fee notes outstanding under the Convertible Facility were amended to $ 0.34 10,129,655 On September 14, 2020, the Company closed on an incremental advance in the amount of $ 5,000,000 0.20 25,000,000 1,080,255 16,875,001 the conversion price for 5.0% of the existing Notes outstanding prior to Tranche 4 and Incremental Advance (including paid-in-kind interest accrued on such Notes), being 5.0% of an aggregate principal amount of $170,729,923, was amended to $0.20 per share. As consideration for the additional advance, the Company issued convertible notes as consideration for a $468,564 fee with a conversion price of $0.20 per share. On September 16, 2020 and September 28, 2020, the down round feature on the convertible notes and warrants issued in connection with Tranche 4, Incremental Advances and certain amendment fees was triggered wherein the exercise price was adjusted to $ 0.17 0.15 32,744,770 6,723,954 On November 1, 2020, the Company repaid $ 8,000,000 On January 11, 2021, the Company amended and restated the securities purchase agreement under the Convertible Facility (the “Fifth Amendment”) wherein the minimum liquidity covenant was waived until June 30, 2021 and resetting at $7,500,000 effective on July 1, 2021 through December 31, 2021, and $15,000,000 thereafter, and waiver of the minimum liquidity covenant if the Company is current on cash interest. Furthermore, covenants with regards to non-operating leases, capital expenditures and corporate SG&A will now be tied to a board of directors approved budget. In conjunction with the Fifth Amendment, the Company received an additional advance of $10,000,000 under its existing Convertible Facility with GGP with a conversion price of $0.16 per share. The Company also issued 62,174,567 warrants exercisable for five years at a purchase price of $ 0.16 . As a result of the amendments during fiscal year ended June 27, 2020, all convertible notes had a maturity date of 36 months from April 23, 2019 (the “Maturity Date”), with a twelve-month extension feature available to the Company on certain conditions, including payment of an extension fee of 1.0% of the principal amount under the outstanding Convertible Facility, provided that if the Tranche 4 Notes and Funding Commitments reach at least $100,000,000 in the aggregate, GGP will have certain options to extend the Maturity Date up to April 23, 2027. The Convertible Facility will bear interest from their date of issue at LIBOR plus 6.0% per annum. During the first twelve months, interest may be PIK at the Company’s option such that any amount of PIK interest will be added to the outstanding principal of the Convertible Facility. The Company had the right after the first year, to prepay the outstanding principal amount of the Convertible Facility prior to maturity, in whole or in part, upon payment of 105% of the principal amount in the second year and 103% of the principal amount thereafter. The Notes (including all accrued interest and fees thereon) were then convertible, at the option of the holder, into Subordinate Voting Shares at any time prior to the close of business on the last business day immediately preceding the Maturity Date. On May 11, 2021, the Company entered into an agreement letter (the “Letter”) with GGP. Pursuant to the Letter with GGP, the Company received reprieve from certain potential non-compliance with certain covenants under the Fifth Amendment dated January 11, 2021, such as potential non-compliance with certain reporting and notice requirements, pay certain liabilities when due, deliver control agreements for certain bank accounts, obtain consent from the lenders prior to hiring certain executives, obtain consent from the lenders for certain matters and related items. No amounts were paid by the Company for the Letter. On August 17, 2021, the
Company announced that Tilray Brands, Inc. (“Tilray”) acquired a majority of the outstanding senior secured convertible notes
(the “Notes”) under the Convertible Facility with GGP. Under the terms of the transaction, a newly formed limited partnership
(the “SPV”) established by Tilray and other strategic investors acquired an aggregate principal amount of approximately $165,800,000 of
the Notes and warrants issued in connection with the Convertible Facility, representing 75% of the outstanding Notes and 65% of the outstanding
warrants under the Convertible Facility. Specifically, Tilray’s interest in the SPV represents rights to 68% of the Notes and related
warrants held by the SPV, which are convertible into, and exercisable for, approximately 21% of the outstanding Subordinate Voting Shares
of MedMen upon closing of the transaction. Tilray also has the right to appoint two non-voting observers of the Company’s Board
of Directors. In
connection with the sale of the Notes, the Company amended and restated the securities purchase agreement with GGP (“A&R
4”, or the “Sixth Amendment”) to, among other things, extend the maturity date to August 17, 2028, eliminate any
cash interest obligations and instead provide for PIK interest, eliminate certain repricing/down-round provisions, and eliminate and
revise certain restrictive covenants. All or a portion of the Notes and unpaid accrued interest are convertible into Subordinate
Voting Shares at the option of the Note holder prior to the Notes repayment. The conversion price of the Notes and unpaid and
accrued PIK interest prior to A&R 4 ranges from $0.1529 to $0.3400. Accrued payment-in-kind interest on the Notes incurred after
A&R 4 will be convertible at price equal to the higher of 1) the trailing 30-day volume weighted average price of the
Subordinate Voting Shares, and 2) lowest discounted price available pursuant to the pricing policies of the CSE. A&R 4 PIK was
classified as a liability in accordance with ASC Topic 480. The Notes may not be prepaid until the federal legalization of cannabis.
Under A&R 4, the Company is subject to certain financial covenants including minimum liquidity and maintenance of the annual
budget, and certain negative covenants, including restrictions on incurring liens, debt and contingent obligations, sale of assets,
conducting mergers, investments and affiliate transactions, making certain payments, organizational changes, and sale-leaseback
transactions. The Sixth Amendment was deemed to be a substantial modification under ASC Subtopic 470-50 and the Company recorded a
gain on extinguishment of debt in the amount of $12,409,861 for the year ended June 25, 2022. The
Notes also provide the holders with a top-up (“Top-up”) right to acquire additional Subordinate Voting Shares and
a preemptive (“Preemptive”) right with respect to future financings of the Company, subject to certain
exceptions, upon the issuance by MedMen of certain Subordinate Voting Shares or Subordinate Voting Share-linked securities.
Top-up rights provides the Note holders warrants for the number of Subordinate Voting Shares that maintains the Note holders
their as-if converted ownership percentage of Subordinate Voting Shares (the “Top-up Warrants”). The Top-up
Warrants exercise price is equal to the issue or conversion price of the Subordinate Voting Shares that triggered the Top-up
Warrants. The Top-up Warrants expire at the earlier of five years or the date cannabis possession is federally legal.
Preemptive rights allow the Note holders a first right to acquire its pro rata portion of certain future Subordinate Voting
Share issuances at the price proposed by the Company. The Top-up and Preemptive rights were bifurcated from the Notes and
classified as derivatives due to the variability in the number of shares and price in accordance with ASC Topic 815,
“ Derivatives and Hedging “Note 14 Derivative Liabilities” In connection with A&R 4, GGP has the ability to nominate an individual to serve on the Company’s Board of Directors for so long as GGP’s diluted ownership percentage is at least 10%. Warrants Issued for the Senior Secured Convertible Credit Facility Upon funding of Tranche 2 in the amount of $ 25,000,000 2,967,708 857,336 3.16 3.65 3,708,772 1,071,421 1.01 1.17 Upon funding of the Tranche 4 Advance in the amount of $12,500,000 on March 27, 2020, the Company issued 48,076,923 Warrants with an exercise price of $0.26, representing 100% coverage of the Tranche 4 Advance. Additionally, in accordance with the Third Amendment, the Company cancelled 2,700,628 of the 21,605,061 Existing Warrants issued under Tranche 1, Tranche 2 and Tranche 3 and reissued 32,451,923 Replacement Warrants with an exercise price per share equal to $0.26. Upon funding of the Tranche 4 Advance on March 27, 2020, the conversion price for $20,499,657 of the convertible notes, representing 12.5% of each under Tranche 1, Tranche 2 and Tranche 3 was amended to $0.26 per Subordinate Voting Share. Upon funding of the incremental advance in the amount of $2,500,000 on April 24, 2020, the Company issued 9,615,385 warrants with an exercise price of $0.26. In addition, 540,128 Existing Warrants were cancelled and replaced with 6,490,385 warrants with an exercise price of $0.26 in accordance with the Third Amendment. Pursuant to the terms of the Convertible Facility, the conversion price of $ 47,100,000 $168,100,000 0.17 16,800,000 2,160,507 41,967,832 937,127 0.16 On April 21, 2021, the Company cancelled existing warrants issued to GGP pursuant to the Fifth Amendment of the Senior Secured Credit Facility. The following warrants were immediately and automatically cancelled in the amounts of 32,451,923 6,490,385 16,875,000 41,967,832 0.26 0.26 0.20 0.16 Warrants
issued pursuant to the Third Amendment may be exercised at the election of their holders on a cashless basis. All Existing and
Replacement Warrants issued in connection with the Convertible Facility met the scope exception under ASC Topic 815 and classified
as equity instruments. The warrants are measured at fair value and recorded as a debt discount in connection with the Convertible
Facility. See “Note 19 – Share-Based Compensation” While the Notes are outstanding, the lenders were entitled to the collective rights to (a) nominate an individual to the Board of Directors of the Company, and (b) appoint a representative to attend all meetings of the Board of Directors in a non-voting observer capacity. Pursuant to the Side Letter executed on October 29, 2019 in conjunction with the Third Amendment, GGP had the right to nominate a majority of the Company’s Board of Directors while the aggregate principal amount outstanding under the Notes being more than $25,000,000. The Side Letter was superseded by the terms and arrangements entered into in conjunction with the Sixth Amendment. The Notes are secured by substantially all assets of the Company. The Notes and the Warrants, and any Subordinate Voting Shares issuable as a result of a conversion of the Notes or exercise of the Warrants, were subject to a four-month hold period from the date of issuance of such Notes or such Warrants, as applicable, in accordance with applicable Canadian securities laws. Closing of any tranche of the Convertible Facility subsequent to Tranche 1 is subject to certain conditions being satisfied including, but not limited to, there is no event of default, reconfirmation of representations and warranties and compliance with applicable covenants and agreements. |
