TerrAscend Corp. (“TerrAscend” or the “Company”) (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis multi-state operator, and Gage Growth Corp. (“Gage”) (CSE: GAGE, OTCQX: GAEGF), a leading high-quality premium cannabis brand and operator, today announced that they have completed their previously announced court-approved plan of arrangement under the Canada Business Corporations Act (the “Transaction”), whereby TerrAscend has acquired all of the issued and outstanding subordinate voting shares (the “Gage Shares”) of Gage.
“I believe the combination of TerrAscend and Gage has created one of the most compelling and differentiated operators in the North American cannabis industry,” said Jason Wild, Executive Chairman of TerrAscend. “Our proven cultivation and manufacturing expertise, proprietary flower strains, and top-selling brands position us to deliver exceptional retail experiences and products for our patients and customers.”
Transaction Details
As previously announced, the Transaction was effected by way of a court-approved plan of arrangement pursuant to the Canada Business Corporations Act, where shareholders of Gage (the “Gage Shareholders”) received 0.3001 of a common share of TerrAscend for each Gage Share (or equivalent) held (the “Exchange Ratio”). At closing, TerrAscend issued an aggregate of 51.3 million common shares to former Gage shareholders. In addition, up to 25.8 million TerrAscend common shares are reserved for issuance in connection with the exercise or exchange of former Gage convertible securities that will be satisfied with TerrAscend common shares if and when exercised or exchanged.
Gage is now a wholly-owned subsidiary of TerrAscend. In connection with the Transaction, Gage Shares will be delisted from the CSE effective at the close of trading today, and Gage intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and terminate Gage’s public reporting obligations in the near term.
TerrAscend did not own or control, directly or indirectly, any Gage Shares prior to the Transaction. Upon closing the Transaction, TerrAscend beneficially owns or controls 144,339,663 Gage Shares, 1,433,000 super voting shares of Gage and 5,330 exchangeable shares of Spartan Partners Corporation, a subsidiary of Gage. An early warning report in respect of TerrAscend’s acquisition of all of the issued and outstanding securities of Gage will be filed on SEDAR and made available under Gage’s issuer profile at www.sedar.com and a copy can be obtained by contacting TerrAscend at the number below.
Gage Registered Shareholders
Registered shareholders of Gage are reminded that, pursuant to the letter of transmittal that was mailed to them as part of the materials delivered in connection with the special meeting of Gage shareholders held on November 11, 2021, in order to receive the TerrAscend shares to which they are entitled, registered holders of Gage Shares are required to deposit the share certificate(s) or DRS statements representing their Gage Shares, together with a duly completed letter of transmittal, with Odyssey Trust Company, the depositary for the Transaction. For more information on the Transaction, please see the news releases previously issued by TerrAscend and Gage, along with Gage’s management information circular dated October 12, 2021, all of which are available at www.sedar.com.
The 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.
Advisors
Norton Rose Fulbright acted as Canadian and U.S. legal counsel to TerrAscend. ATB Capital Markets Inc. and Haywood Securities Inc. acted as independent financial advisors to the TerrAscend Special Committee and Stikeman Elliott LLP acted as independent legal counsel to the TerrAscend Special Committee.
Dentons Canada LLP acted as legal counsel to Gage in Canada and Dickinson Wright PLLC acted as legal counsel to Gage in the United States. Eight Capital acted as independent financial advisor to the Gage Special Committee and Clarus Securities acted as independent financial advisor to the Gage Board.
