Restructuring of LEEF Brands Inc.

On June 8, 2022, Icanic Brands Company Inc., a brand operator of LEEF, announced that it had entered into a Restructuring Support Agreement (“RSA”) to effect a proposed Recapitalization Transaction.

In accordance with the RSA, LEEF completed a plan of arrangement under the British Columbia Business Corporations Act (“BCCA”), which resulted in secured debenture holders receiving 25% of the outstanding amount due under the existing 2019 secured convertible debentures in cash and a new secured convertible debenture for the remaining 75%.

The Recapitalization Transaction is the next step in the combination and integration of Icanic and LEEF organizations following the merger in April 2022, forming LEEF Brands Inc. The Recapitalization Transaction will reduce LEEF’s outstanding indebtedness and debt service costs, improve its overall capital structure, and result in an enhanced financial foundation for the Company to allow it to move forward and execute upon its business plan.

In August 2022, McMillan’s Insolvency Litigation group obtained court approval of the plan of arrangement, which was necessary to address a payment default under a debenture. The debenture was originally for a Nevada-based company and, as a result, it was necessary to address the law in both Canadian and US jurisdictions.

LEEF Brands Inc. is a public company trading on the Canadian Securities Exchange with operating subsidiaries in Arizona, California and Nevada that manufacture and retail regulated cannabis products.

McMillan acted as counsel to LEEF, with a national and multidisciplinary team led by Desmond Balakrishnan and included Tushara Weerasooriya, Brett Harrison, Daniel Shouldice, Émile Catimel-Marchand, Alex Bruvels, Troy Hilson and Herb Ono.

McMillan’s Restructuring & Insolvency Group is one of Canada’s leading business insolvency groups. Our highly skilled team includes top-ranked lawyers known for their expertise and creative problem-solving, allowing McMillan to deliver the highest standards of transactional and structuring leadership, and commercial advocacy. We have advised on the restructuring, purchase and sale of businesses in a variety of industries. We regularly work with financially challenged companies, boards of directors, Canadian and US financial institutions, lending syndicates, bondholders, investors, ad hoc and official creditors’ committees, court-appointed officers and major customers and suppliers of insolvent companies. We provide our clients with successful outcomes and comprehensive solutions to the most challenging problems.