TerrAscend Corp. (“TerrAscend” or the “Company”) (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced that its wholly owned subsidiary has acquired (the “Acquisition”) a commercial property located at 273 East Memorial Boulevard, Hagerstown, Maryland (the “Hagerstown Facility”), for a purchase price of approximately US$2.8 million plus certain costs and expenses, from GB&J’s LLC (the “Vendor”).
TerrAscend currently produces and sells dried flower and oil products for the Maryland wholesale medical cannabis market from its existing 22,000 square foot cultivation and processing facility in Frederick, Maryland. The Company has already received regulatory approval for the planned relocation of its cultivation operations to the 156,000 square foot Hagerstown Facility, and expects to relocate and commence operations in Q1 2022.
“With adult-use legislation currently under review by the State, scaling our Maryland cultivation and processing capabilities will allow us to support this important and underserved market, said Jason Wild, Executive Chairman of TerrAscend. “Our investment will improve patient and future consumer access to quality cannabis products, including our Kind Tree, Ilera, and Prism brands, while we continue to pursue potential vertical integration opportunities in the State.”
The Acquisition of the Hagerstown Facility is a “related party transaction” pursuant to Multilateral Instrument: 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), in light of the beneficial ownership, control or direction of Jason Wild, Executive Chairman and Director of TerrAscend, through funds managed by JW Asset Management, in membership interests of Vendor. The funds managed by JW Asset Management have value in the purchase price for the Acquisition of US$401,144.
The Company is relying on the exemptions from the formal valuation and the minority shareholder approval requirements set forth in sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101, on the basis that no securities of the Company are listed on the Toronto Stock Exchange or any other specified market, and given that the fair market value of the consideration paid under the Acquisition does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
In addition, other members of the Vendor included former directors and officers of the Company who also received portions of the proceeds of the Acquisition received by the Vendor.
The Canadian Securities Exchange (“CSE”) has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
