TerrAscend Announced the Mailing of Materials to Shareholders After Plans of Acquiring Gage Cannabis

TerrAscend Corp. (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, announced that a special meeting of the company’s shareholders will be held on November 11, 2021 at 1:00 PM (Eastern Time).

The meeting is being held for getting the approval from minority shareholders of TerrAscend for the company’s proposed acquiring of all the issued and outstanding securities of Gage Growth Corp., a vertically-integrated successful cannabis firm. The plan for acquisition was announced on September 1, 2021.

The transaction will come into effect by way of a plan of arrangement, approved by the court under the Canada Business Corporations Act. A circular dated October 4, 2021, issued by TerrAscend regarding the meeting, is being mailed to its shareholders. The circular and other materials for the meeting are available at TerrAscend’s website.

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About TerrAscend

TerrAscend is one of the top, vertically-integrated North American cannabis companies, operating in Pennsylvania, New Jersey, and California, and having cultivation and processing operations in Maryland and production in Canada.

The company produces superior-quality cannabis, offering a wide range of selection for those who use cannabis for medicinal purposes as well as those who use it for recreational purposes, according to the provisions of the law.

The company owns many brands that include Apothecarium, Ilera Healthcare, Kind Tree, Prism, State Flower, Valhalla Confections, and Arise Bioscience Inc. TerrAscend trades on the CSE under the ticker symbol TER and on the OTCQX under the ticker symbol TRSSF.

Benefits of the Transaction

Acquisition of Gage Growth Corp. opens up a lot of opportunities and gives several advantages for the shareholders of TerrAscend, as listed below:

• Gage is one of the fastest-growing cannabis companies in Michigan and access to it will make TerrAscend a leader in the cannabis market.
• The transaction will give TerrAscend access to the acquired company’s brand, its proprietary library of genetics, and licensing partnerships in Michigan.
• The new company formed after acquisition will have 7 cultivation facilities, 3 of which are in Michigan, and also 9 contract grow agreements of Gage.
• Acquisition will help TerrAscend to widen its retail chain network. The number of outlets is likely to increase to 34 in a few months.
• Besides benefitting from Gage’s many retail stores in other states, and its marketing expertise, TerrAscend will also benefit from its more-than-forty proprietary flower strains.
• Both Gage and TerrAscend have expertise in setting up and growing businesses, good track records in execution, and their management teams have the same outlook with regard to business development and managing competition in the cannabis industry. The pooling of the talents of these two groups will greatly benefit the shareholders of the new company that will be formed.

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The special committee of the TerrAscend Board, after considering the opinions of legal and financial experts, has come to the conclusion that the transaction is in the best interest of the company and as such has fully recommended the integration process. The committee found that the transaction is beneficial not only to the company but even to its minority shareholders.

Based on the recommendations of the TerrAscend Special Committee, the disinterested members of the TerrAscend Board also decided

• That the Transaction is beneficial to TerrAscend and its minority shareholders;
• To approve and authorize the Transaction and the proposed agreement with Gage and other related agreements; and
• To suggest to TerrAscend’s minority shareholders to agree to and support the transaction at the meeting, in accordance with the provisions of and subject to the terms of the agreement.