TILT Holdings Initiates Restructuring Support Agreement with Senior Noteholders to Reduce Debt and Take the Company Private

Executive Summary

• TILT Holdings Inc. entered CCAA protection, receiving an Initial Order from the Supreme Court of British Columbia and appointing PwC as monitor.
• The company closed a bridge financing of up to US $2.0 million in senior secured promissory notes with existing noteholders to fund operations during the restructuring.
• TILT plans to emerge from CCAA by cancelling all existing equity, converting debt to equity for noteholders, and taking the company private; trading of its common shares has been halted pending delisting.

Key Details

• CCAA Proceedings: Initial Order grants a stay of proceedings and appoints PricewaterhouseCoopers as monitor.
• Bridge Notes Offering: Up to US $2.0 million aggregate principal amount of senior secured promissory notes (the “Bridge Notes”) issued to existing noteholders; proceeds will be used to meet payment obligations during CCAA.
• Restructuring Plan: Aim to cancel all existing equity interests and issue new equity to noteholders, effectively taking TILT private. Other creditors remain unaffected.
• Board & Management: Board remains in place throughout the process; CEO Tim Conder emphasizes cost reductions (~US $10 M annually) and strategic focus on core businesses.
• Operational Continuity: All subsidiaries continue normal operations; no anticipated disruption to customers, partners, employees, creditors, or suppliers.
• Trading Halt: Common shares halted on Cboe Canada Exchange and OTCID in the U.S.; halt expected to remain pending delisting.
• Related Party Transaction: Participation of Mark Scatterday (founder of Jupiter Research) in the Plan qualifies as a related‑party transaction; exemptions from formal valuation and minority shareholder approval are being relied upon under MI 61‑101.
• Future Milestones: Anticipated noteholder meeting to vote on the Plan around November 17, 2025; further court hearings to follow.

Notable Quotes

“We reduced operating expenses by approximately $10 million annually… This restructuring intends to align our balance sheet with the current scale of the business and position TILT for long‑term stability and growth.” – Tim Conder, CEO

“We recognize and understand this step impacts our current shareholders… given continued pressure on capital markets and our existing debt profile, this path is both necessary and responsible.” – Tim Conder, CEO