Wildpack Beverage Inc. announced that it has entered into an amended and restated loan agreement with Sandton Credit Solutions Master Fund V, LP (the "Lender"), an affiliate of Sandton Capital Partners, L.P. ("Sandton"), via each of its wholly-owned subsidiaries, Thirsty Cat, LLC, Hungry Hippo Company, Wildpack Holdings U.S. Inc., K.T. Murray Corporation, CraftPac LLC, Wild Leaf Holdings U.S. LLC, Vertical Distilling LLC and Wild Leaf Ventures Group Nevada Inc., as borrowers (collectively, the "Borrower"), pursuant to which the Lender will advance to the Borrower a non-revolving term credit facility in the principal amount of $25,000,000 (the "Loan"). The A&R Loan Agreement fully amends and restates the loan agreement among the Lender and the Borrower as described in the Company's news release dated April 19, 2023 and the principal amount of the Loan includes the $12,500,000 advanced to the Borrower pursuant to the Original Loan Agreement. The Loan is convertible into approximately 49% of the equity of Thirsty Cat, LLC. Closing of the transaction is expected on or about May 30, 2023. The Loan is comprised of a 48-month secured term loan in the principal amount of $25,000,000, bearing interest at a rate of 13.0% per annum. For any period during which an event of default has occurred under the A&R Loan Agreement and continues uncured or waived, the applicable interest rate shall be increased to an annual rate of 18.0% per annum. Proceeds from the Loan will be utilized for facility improvements and working capital to support and continue Wildpack's growth trajectory in sales and production (as disclosed in Monthly Corporate Updates press released on January 19, February 10, March 3, April 10 and May 16, 2023). The Loan is
secured by a first priority lien on all assets of the Company and its subsidiaries and is guaranteed by the Company and its subsidiaries. The Company's shares have been pledged as security in connection with the Loan. Pursuant to the A&R Loan Agreement, the Lender has been granted the right, exercisable at any time after the two-year anniversary of the Loan but prior to the four-year anniversary of the Loan, to convert in whole and not in part the outstanding principal amount of the Loan into 49% of the equity of Thirsty Cat (the "Equity Purchase Option"). Any accrued interest shall be paid in cash. Thirsty Cat is an indirectly, wholly owned subsidiary of Wildpack which holds interests in all of the Company's U.S. operations, which represent substantially all of the principal business assets of the Company. Accordingly, if the Lender exercises the Equity Purchase Option, this will result in Sandton, indirectly via the Lender, becoming a Control Person (as defined in the policies of the TSX Venture Exchange ("TSXV")). Accordingly, because of the grant of the Equity Purchase Option to the Lender and the creation of a new Control Person in connection therewith, the Loan is considered a "Reviewable Disposition" under TSXV Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets and therefore requires the approval of the TSXV and the written consent of shareholders of the Company holding in the aggregate over 50% of the issued securities of the Company.