BZAM Ltd. Completes Sale of Galaxie and Announces Amendment of Credit Agreement

VANCOUVER, BC and TORONTO, July 4, 2023 /PRNewswire/ - BZAM Ltd. (the "Company" or "BZAM") (CSE: BZAM) (US-OTC: BZAMF), a leading Canadian cannabis producer, is pleased to announce that, as planned following the Company's recent merger in November 2022, it has now completed the disposal of Galaxie Brands Corporation via a share purchase agreement (the "Transaction") whereby it will sell all of the issued and outstanding shares in the capital of Galaxie to a third party for $556,522 less usual post closing adjustments. This is materially consistent with the valuation of Galaxie assets and liabilities that were deemed "Held for Sale" in the Company's most recent interim unaudited financial statements.

In conjunction with the Transaction, the Company and its Lender agreed to amend the terms of the amended and restated credit agreement dated September 29, 2021, as amended (the "Credit Agreement"), between The Green Organic Dutchman Ltd. (the "Borrower"), a wholly-owned subsidiary of BZAM, and its Canadian lender (the "Lender").

The Lender and the Borrower have agreed to enter into a fifth amendment to the Credit Agreement (the "Fifth Amendment") to: (i) amend the EBITDA financial covenant to take effect on July 31, 2023; (ii) reduce the term portion of the credit facility by the greater of (a) $3 million or (b) fifty percent (50%) of the net proceeds of the sale of the Company's Cedar Way property and the Midway property, with increased availability under the revolving portion of the credit facility by same amount; and (iii) make certain prepayments on the term portion of the credit facility commencing on or after September, on a reasonable monthly basis to be determined by the Agent. For clarity, this amendment does not result in a reduction of availability on the credit facility; any reduction in the term portion of the facility is added to the availability under the revolving portion of the facility. All other terms of the Credit Agreement will remain materially consistent.

About BZAM Ltd.

BZAM Ltd. (CSE: BZAM) (US–OTC: BZAMF) is a leading Canadian cannabis producer with a focus on branded consumer goods, innovation, quality, consistency, integrity and transparency. The BZAM family includes core brands BZAM™, TGOD™, ness™, Highly Dutch Organic™, TABLE TOP™, and partner brands Dunn Cannabis, FRESH and Wyld. BZAM operates facilities in BC, Alberta, Ontario and Quebec, as well as retail stores in Winnipeg, Manitoba, and Regina, Saskatchewan.

BZAM's Shares and certain warrants issued under the indentures dated June 12, 2020, October 23, 2020 and December 10, 2020 currently trade on the CSE under the symbol "BZAM", "BZAM.WR", "BZAM.WA", and "BZAM.WB" respectively. BZAM's Shares trade in the U.S. on the OTCQX under the symbol "BZAMF". For more information on BZAM Ltd., please visit www.bzam.com. 

Cautionary Statements

This news release includes statements containing certain "forward–looking information" within the meaning of applicable securities law ("forward–looking statements"). Forward looking statements in this release include, but are not limited to, statements about future EBITDA, statements about the offering of any particular products by the Company and statements regarding the future performance of the Company, statements about funding availability, statements about future repayments of loans, statements about growth and delivery of products, and statements about the future sales of any assets. Forward–looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "should", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward–looking statements throughout this news release, such as assumptions that the Company's financial trajectory will continue, the Company not having any issues with regulators, cultivation patterns at the Company's facilities continuing and there not being significant disruptions in cultivation such as disease or shortages in resources, the Company being insulated from supply chain issues and inflation affecting the global economy, the Company being able to access the capital markets and existing lenders for necessary funding, when necessary, demand for the Company's products continuing as expected and based on past trends. Forward–looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties (including market conditions) and other factors that could cause actual events or results to differ materially from those projected in the forward–looking statements, including those risk factors described in Management's Discussion and Analysis and the Company's most recent Annual Information Form filed with Canadian securities regulators and available on the Company's issuer profile on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward–looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Neither the CSE nor the CSE's Regulation Services Provider (as that term is defined in the policies of CSE) accept responsibility for the adequacy or accuracy of this release.

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SOURCE BZAM LTD.