Canopy Growth Announces that BioSteel Obtains Court Approval of Successful Bids in Sale and Investment Solicitation Process

Canopy Growth Corporation provided an update that pursuant to the proceedings under the Companies’ Creditors Arrangement Act (CCAA) involving BioSteel Sports Nutrition Inc., the Ontario Superior Court of Justice (Commercial List) (“CCAA Court”) has approved two transactions to sell all or substantially all of the assets of BioSteel Canada and BioSteel Manufacturing, LLC (“BioSteel Manufacturing”) and that pending the closing of the transactions, Canopy Growth expects to realize proceeds which will improve the Company’s balance sheet.

On September 21, 2023, the CCAA Court granted an order (the “SISP Order”) authorizing BioSteel Canada to conduct, under the oversight of KSV Restructuring Inc., in its capacity as court-appointed monitor of BioSteel Canada, a sale and investment solicitation process (the “SISP”) in accordance with the terms and conditions relating thereto (the “SISP Procedures”).

Pursuant to the SISP, two transactions were identified as the Successful Bids (as defined in the SISP):

a)    a sale of substantially all of the assets of BioSteel Canada (the “BioSteel Canada Transaction”) as contemplated by an asset purchase agreement dated November 9, 2023 (the “BioSteel Canada Asset Purchase Agreement”); and

b)    a sale of all or substantially all of the assets (the “BioSteel Manufacturing Transaction” and together with the BioSteel Canada Transaction, the “Sale Transactions”) of BioSteel Canada’s U.S. affiliate, BioSteel Manufacturing as contemplated by an asset purchase agreement dated November 9, 2023 (the “BioSteel Manufacturing Purchase Agreement”).

The CCAA Court has approved the Successful Bids and granted authority to consummate the transactions contemplated therein pursuant to the terms of approval and vestings order issued by the CCAA Court in respect of each of the Sale Transactions.

“We are pleased that this process has identified two qualified buyers for the BioSteel brand and assets. The elimination of the operating loss and cash burn as a result of ceasing to fund BioSteel has already significantly enhanced Canopy Growth’s financial position, and the anticipated proceeds of the Sale Transactions are expected to improve Canopy Growth’s balance sheet upon completion,” said Judy Hong, Chief Financial Officer, Canopy Growth.

Overview of BioSteel Canada Transaction

• Pursuant to the BioSteel Canada Asset Purchase Agreement, BioSteel Canada has agreed to sell substantially all of the assets of BioSteel Canada (other than certain inventory, accounts receivable and contracts), including: (a) all intangible assets and intellectual property; (b) all of BioSteel Canada’s formulas and recipes; (c) all inventory of BioSteel Canada, other than Excluded Inventory (as defined in the BioSteel Canada Purchase Agreement); and (d) certain specified fixed assets, furniture and fixtures.
• The closing of the BioSteel Canada Transaction is subject to customary closing conditions and an order of the US Bankruptcy Court recognizing the approval of the BioSteel Canada Transaction.

• Pursuant to the BioSteel Manufacturing Purchase Agreement, BioSteel Manufacturing has agreed to sell substantially all of the assets of BioSteel Manufacturing, including: (a) the property, plant and equipment and other fixed assets listed in the exhibits to the BioSteel Manufacturing Purchase Agreement; (b) all inventories of BioSteel Manufacturing, including spare parts located at the leased facility located in Verona, Virginia (the “Property”); and (c) all production reports and records, equipment logs, operating guides and manuals relating to the foregoing assets.
• The closing of the BioSteel Manufacturing Transaction is conditional upon, among other things, (i) an assignment of the lease agreement in respect of the Property (to the extent that another resolution is not reached with the landlord), and (ii) orders of the US Bankruptcy Court recognizing, inter alia, the CCAA proceedings of BioSteel Manufacturing and the approval of the BioSteel Manufacturing Transaction by the CCAA Court.

Canopy Growth remains as BioSteel Canada’s largest creditor and shareholder.