— Shareholders approve plan of arrangement —
— U.S. team in place and ready to execute growth strategy —
TORONTO, Nov. 27, 2018 /CNW/ – TerrAscend Corp. (CSE: TER; OTCQX: TRSSF) (“TerrAscend” or the “Company”) is pleased to announce that its shareholders voted today to approve the previously announced plan of arrangement (the “Arrangement”), which will pave the way for TerrAscend to explore and pursue growth opportunities in the United States, including potential acquisitions of operators in states that have legalized cannabis for therapeutic or adult-use. Pursuant to the Arrangement, the capital of the Company will be reorganized and certain contractual covenants that currently restrict TerrAscend from operating in the United States will be waived by Canopy Growth Corporation (TSX: WEED; NYSE: CGC), Canopy Rivers Corporation (a subsidiary of Canopy Rivers Inc. (TSXV: RIV)) and entities controlled by Jason Wild, Chairman of the Company.
We are thrilled that our shareholders are aligned with our plan to expand to the U.S. The vote today represents a pivotal moment in TerrAscend’s journey. I would like to thank all of our shareholders and recognize the collective support from Canopy Growth, Canopy Rivers and JW Asset Management as TerrAscend positions itself to pursue the tremendous opportunities in the states that have a legalized cannabis market.
Michael Nashat, President and Chief Executive Officer
Approximately 99% of the votes cast by TerrAscend shareholders were in favour of the Arrangement, including approximately 97% of the votes cast by TerrAscend shareholders other than shareholders whose votes were required to be excluded pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. To be passed, the resolution approving the Arrangement required at least two-thirds of the votes cast by all shareholders and a simple majority of votes cast by disinterested shareholders to be voted in favour of the Arrangement.
“With an experienced U.S. team in place and an established network in the cannabis industry, we have an early-mover advantage as we begin to execute on our U.S. growth strategy. We have identified acquisition prospects with significant market share, strong brand recognition and substantial global potential. TerrAscend’s goal is to become the leading multi-state operator in the U.S. cannabis industry while continuing to capitalize on sizeable opportunities in Canada and the rest of the world,” concluded Nashat.
It is expected that TerrAscend will apply for a final order of the Ontario Superior Court of Justice (Commercial List) for approval of the Arrangement on November 29, 2018. Completion of the Arrangement remains subject to other customary closing conditions for a transaction of this nature, including the aforementioned court order. Assuming the satisfaction or waiver of these closing conditions, the Arrangement is expected to close within the next two weeks.
Further details regarding the terms of the Arrangement are set out in the management information circular for the shareholder meeting, which is available under the profile of the Company on SEDAR at www.sedar.com.
About TerrAscend Corp.
TerrAscend Corp. is a biopharmaceutical and wellness company that is committed to quality products, brands and services for the global cannabinoid market. The Company provides support to patients and consumers through its wholly-owned subsidiaries, TerrAscend Canada Inc., a licensed producer of cannabis pursuant to the Cannabis Regulations under the Cannabis Act (Canada) that provides medical cannabis to patients through its online medical marketplace Solace Health, and Solace Health Network Inc., a clinical support program and education platform led by healthcare professionals. The Company participates in the legal adult-use market in Canada through direct and indirect supply agreements in several provinces and has stated its intention to expand into the US market in states where cannabis has been legalized for therapeutic or adult-use. The Company also has an interest in Ascendant Labs, a cannabis biotechnology and licensing company committed to the continuous improvement of the cannabis plant, which is a strategic joint venture with leading researchers Cistron Corp.
