Zenabis Global Inc. (TSX:ZENA) (“Zenabis” or the “Company“) is pleased to announce that the holders (the “Noteholders“) of the subordinated secured convertible notes of the Company (the “Convertible Notes“) have agreed to convert, at a conversion price of $0.155 per common share of the Company (each, a “Common Share“), an aggregate $6,040,176 of the principal amount of the Convertible Notes (the “Immediate Conversion“). An aggregate of 38,968,874 Common Shares will be issued to the Noteholders pursuant to the Immediate Conversion. Following the Immediate Conversion, the aggregate outstanding principal amount of the Convertible Notes will be $11,364,783.

In connection with the Immediate Conversion, the Company will issue an aggregate of 20,129,338 common share purchase warrants (each, a “Warrant“) to the Noteholders, each exercisable to acquire a Common Share at a price of $0.20 at any time during the three-year period following the completion of the Immediate Conversion.

The Noteholders were also granted the option to further convert an aggregate $4,064,558 of the principal amount of the Convertible Notes at a conversion price of $0.155 per Common Share, exercisable at any time during the 30 calendar days following the date the Immediate Conversion is completed (the “Conversion Option“). If the Conversion Option is exercised in full by each of the Noteholders, an aggregate of 26,222,947 Common Shares will be issued, and the aggregate outstanding principal amount of the Convertible Notes will be $7,300,226. The Company has also agreed to issue, if the Conversion Option is exercised in full, an aggregate of up to 1,260,260 Warrants to the Noteholders, each exercisable to acquire a Common Share at a price of $0.20 at any time during the three-year period following the exercise of the Conversion Option by the applicable Noteholder.

“We are pleased to be strengthening our financial position through reducing the principal amount outstanding of our existing secured convertible notes,” said Kevin Coft, Chief Executive Officer of Zenabis.

The TSX has conditionally approved the Immediate Conversion, the Conversion Option, the listing of the additional Common Shares issuable pursuant to the Immediate Conversion and the Conversion Option and the listing of the Common Shares issuable upon exercise of the Warrants. Listing of these securities is subject to the Company fulfilling standard TSX listing requirements.

All amounts owing under the Convertible Notes not converted pursuant to the Immediate Conversion or the Conversion Option will remain convertible into Common Shares at a price of $1.17 per Common Share.

SOURCE Zenabis Global Inc.