Zenabis Global Inc. announced that it has signed a definitive agreement with a syndicate of lenders amending and restating its amended and restated secured debenture dated August 21, 2019 representing senior secured debt in the principal amount of $50,000,000 (the "Original Senior Debt") to convert the Pre-Existing Debenture into an amortizing term loan to be repaid by March 31, 2025. The key terms of the Amended and Restated Debenture include: the deferral of the maturity date on the Original Senior Debt from June 30, 2020 to March 31, 2025 with the principal amount of the Original Senior Debt being repaid on the basis of straight-line amortization over 36 months beginning on April 1, 2022; the addition of $10,750,000 to the principal amount of the Original Senior Debt consisting of: (i) $7,000,000 in new senior secured debt financing advanced by the Senior Lenders to Zenabis less a structuring fee paid by Zenabis to the Senior Lenders equal to 5% of the New Senior Debt; and (ii) an amendment fee in the amount of $3,750,000; the New Senior Debt will bear interest at a rate of 14% per annum and will have a maturity date of July 20, 2020 (subject to renewal for an additional four-month period under certain circumstances). Zenabis' intent is for the New Senior Debt to be repaid from the proceeds of the sale of Zenabis Delta; commencing on July 1, 2020, where sales from Zenabis' wholly owned cannabis subsidiary's medical, recreational and wholesale cannabis lines net of value added or sales taxes ("Net Cannabis Revenue") per fiscal quarter thereafter exceed $20,000,000 (the "Minimum Quarterly Revenue"), Zenabis will pay the Senior Lenders a royalty on Net Cannabis Revenue on such excess amount for a total of 32 fiscal quarters pursuant to a declining royalty factor as follows: (i) 3.50% of Net Cannabis Revenue in excess of the Minimum Quarterly Revenue where Net Cannabis Revenue does not exceed $25,000,000 per fiscal quarter; (ii) 3.00% of Net Cannabis Revenue in excess of the Minimum Quarterly Revenue where Net Cannabis Revenue exceeds $25,000,000 but does not exceed $30,000,000 per fiscal quarter; (iii) 2.50% of Net Cannabis Revenue in excess of the Minimum Quarterly Revenue where Net Cannabis Revenue exceeds $30,000,000 but does not exceed $37,500,000 per fiscal quarter; and (iv) 2.00% of Net Cannabis Revenue in excess of the Minimum Quarterly Revenue where Net Cannabis Revenue exceeds $37,500,000 per fiscal quarter and the calculation of the royalty may be amended depending on Zenabis' continued operational performance and ability to raise additional capital during the next six months.

The company also announced Daniel Burns has been appointed Chair of Zenabis' board of directors. Mr. Burns succeeds Monty Sikka, who had served as Chair of the Board since Zenabis' going public transaction closed on January 8, 2019. Mr. Sikka will continue to provide Zenabis with his knowledge, expertise and guidance as a member of the Board. In addition, Adam Spears and Larry Van Wieren have retired as members of the Board as the Company continues to streamline all components of operations and governance.