SISP

This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.


On April 14, 2023 (the “Court Approval Date”), the Court issued an order (the “SISP Approval Order”) which, among other things, approved a sale and investment solicitation process (the “SISP”) and authorized the Applicants and the Monitor to implement the SISP and perform their respective obligations thereunder.

The Court also authorized the Applicants to enter into the asset purchase agreement, dated April 5, 2023 (the “Stalking Horse Purchase Agreement”) between Love Child (Brands) Inc. and GreenSpace Brands Inc., as sellers (the “Sellers”), and Pivot Financial I Limited Partnership, by its general partner 2862454 Ontario Inc., on behalf of an entity to be formed, as buyer (the “Stalking Horse Purchaser”), as the “Stalking Horse Bid” for the purposes of the SISP.

The SISP is designed to solicit interest in, and opportunities for, a broad array of executable transaction alternatives that are superior to the Stalking Horse Bid with respect to the Love Child OrganicsTM  business.

The SISP contemplates a two-phase process commencing immediately upon the Court Approval Date. The following table set out key milestones under the SISP:

Stage

Description

Timing

Phase 1

Preparation

a. assemble due diligence information;

b. setup of the VDR;

c. identify Known Potential Bidders; and

d. prepare the Teaser, NDA, Process

Letter and CIM.

In advance of the

Court approval of

the SISP.

Solicitation

Process

a. Monitor to disseminate the Teaser and

Process Letter to Known Potential

Bidders and any other interested

parties; and

b. Monitor to post SISP related materials

on the Monitor’s Website.

As soon as possible

following issuance

of the SISP Order.

Preliminary

Due Diligence

and

Submission of

non-binding

letters of intent (“LOIs”)

a. Monitor to provide interested parties

who have executed an NDA with the

CIM and access to the VDR; and

b. LOIs from interested parties are due by

the LOI Deadline, in accordance with

the requirements of paragraph 8 of the SISP.

April 14, 2023 to

May 12, 2023.

 

LOI Deadline:

May 12, 2023, at

2:00 PM (Toronto

time).

Determination

of Qualified

LOIs

Applicants, in consultation with the

Monitor, to assess LOIs using criteria

outlined in the SISP to determine if a LOI

is a Qualified LOI.

By no later than

May 15, 2023.

Proceeding to

Phase 2 or

Terminating

SISP and

Seeking

Approval of

Stalking Horse

Bid

a. if no Qualified LOI, other than the

Stalking Horse Bid, is received then

the Applicants, in consultation with

the Monitor and the DIP Lender

(subject to certain restrictions set out

in the SISP), may terminate the SISP

and proceed to seek Court approval of

the Stalking Horse Agreement to

implement the transaction

contemplated therein; or

b. if one or more LOIs is determined to

be a Qualified LOI, then the

Applicants and the Monitor shall

proceed to Phase 2 of the SISP and will

prepare and circulate a Bid Process

Letter.

Following May 15,

2023.

Phase 2 (if applicable)

Further Due

Diligence and

Qualified Bid

Deadline for

Qualified

Bidders

a. Ongoing, confirmatory due diligence

by Qualified Bidders; and

b. Qualified Bid Deadline (for delivery of

binding offers by Qualified Bidders

(excluding the Stalking Bidder) in

accordance with the requirement of

paragraph 11 of the SISP).

Qualified Bid

Deadline: June 2,

2023, at 2:00 PM

(Toronto time).

Negotiation

and Potential

Selection of

Successful Bid

The Applicants, in consultation with the

Monitor, may: (a) negotiate with one or

more Qualified Bidders that have

submitted a Qualified Bid to improve or

otherwise modify the terms of its Qualified

Bid; (b) considering the Consideration

Factors, designate any Qualified Bid to be the Successful Bid; (c) having regard to the

Consideration Factors, designate any

Qualified Bid as the Back-Up Bid; or (d)

proceed with an auction process to

determine the Successful Bid.

Following the

Qualified Bid

Deadline.

Auction

(if required)

Phase 2 Qualified Bidders invited to

participate in an auction, if required.

Auction Date: by

no later than June

7, 2023.

Approval

Motion

Hearing for the Approval Order (subject to

Court availability).

No later than June

16, 2023.

Outside Date -

Closing

Outside Date by which the Successful Bid

must close.

No later than June

30, 2023


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Selena Chiang

Associate, PwC Canada

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