TerrAscend Issues Special Meeting Materials in Connection with Gage Cannabis Acquisition

TerrAscend Corp. (“TerrAscend” or the “Company”) (CSE:TER, OTCQX: TRSSF), a leading North American cannabis operator, today announced that it has commenced mailing of materials to shareholders of TerrAscend (the “Shareholders”), including the management information circular of the Company dated October 4, 2021 (the “Circular”), for the special meeting of Shareholders (the “Meeting”) to be held on November 11, 2021 at 1:00 p.m. (Eastern Time) for the purpose of obtaining minority shareholder approval from TerrAscend Shareholders of the proposed acquisition by TerrAscend of all of the issued and outstanding securities (the “Transaction”) of Gage Growth Corp. (“Gage”). The Transaction was previously announced on September 1, 2021 and will be effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act.

Materials for the Meeting, including the Circular, are available on SEDAR at www.sedar.com on the Company’s website terrascend.com.

Transaction Benefits

The Transaction represents an outstanding opportunity for TerrAscend shareholders and will provide for various benefits post-completion, including:

  • Leadership in a top market: Gage has established itself as a leader in the fast-growing Michigan cannabis market.
  • Access to premium brands: The Transaction will provide TerrAscend with access to Gage’s brand, proprietary library of genetics and Gage’s exclusive licensing partnerships in Michigan.
  • Operating model: The combined company will operate 7 cultivation facilities, including 3 cultivation facilities in Michigan, in addition to Gage’s 9 contract grow agreements.
  • Expanding retail footprint: Upon completion, TerrAscend will operate a retail network that is expected to reach 34 stores over the coming months.
  • A leader in experiential retail: Gage’s award-winning retail stores generate industry leading retail metrics. TerrAscend expects to leverage Gage’s portfolio of over 40+ proprietary flower strains in addition to brand and marketing capabilities, at retail locations in other states.
  • Expert operating teams: The Transaction combines management teams with similar core philosophies, strong track records of execution and operational expertise in building leading businesses in the most competitive cannabis markets in the country.

TerrAscend Special Committee and Board Recommendation

The special committee of the TerrAscend Board (the “TerrAscend Special Committee”) after receiving fairness opinions from the TerrAscend Special Committee’s independent financial advisors and independent legal and financial advice, unanimously recommended the Transaction having determined that the Transaction is in the best interests of TerrAscend and that the Transaction is fair to TerrAscend minority shareholders.

After receiving the recommendations of the TerrAscend Special Committee, the disinterested members of the TerrAscend Board unanimously determined (i) that the Transaction is in the best interests of TerrAscend and that the Transaction is fair to TerrAscend’s minority shareholders; (ii) to approve and authorize the Transaction and the entering into of the arrangement agreement with Gage (the “Arrangement Agreement”) and all ancillary agreements; and (iii) that in accordance with and subject to the terms of the Arrangement Agreement, to recommend to TerrAscend’s minority shareholders that they vote in favour of the resolution to approve the Transaction at the shareholder meeting.

The Meeting

The Meeting will be held virtually at https://web.lumiagm.com/235154159(password “terrascend2021spc”) on November 11, 2021, at 1:00 p.m. (Eastern Time). At the Meeting, TerrAscend’s minority Shareholders will be asked to approve the Transaction. The Transaction also requires the approval of Gage’s shareholders and Court approval. If the requisite approval of the TerrAscend and Gage shareholders and the Court is obtained, the Transaction will be completed as soon as possible after satisfaction or waiver of all remaining conditions precedents, including required regulatory and licensing approvals.


Shareholder Questions

If you have any questions or require assistance with voting, please contact Laurel Hill Advisory Group, TerrAscend’s proxy solicitation agent, by telephone at 1-877-452-1784 toll-free in North America (1-416-304-0211 Outside North America) or by e-mail at assistance@laurelhill.com, or your professional advisor.

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