TerrAscend Announces US$30 Million Non-Brokered Private Placement with Indicative Lead Orders of Approximately US$28 Million
- CAPEX fully funded to complete all planned strategic growth projects
NEW YORK and TORONTO, May 19, 2020 /CNW/ – TerrAscend Corp. (“TerrAscend” or the “Company”) (CSE: TER, OTCQX: TRSSF), a leading North American cannabis operator, today announced a non-brokered private placement for gross proceeds of approximately US$30.0 million (“the “Offering”), with the ability, at the Company’s discretion, to upsize the amount of the Offering to aggregate gross proceeds of between US$35.0 and US$40.0 million. The Company has received initial investor commitments totaling US$28.0 million, including a US$20.0 million lead order from JW Asset Management LLC (“JW Asset Management”) which is expected to close on or about May 21, 2020, subject to customary closing conditions.
The Company intends to use the proceeds from the Offering to fund TerrAscend’s growth initiatives including its U.S. expansion strategy, capital expenditures, working capital, and general corporate purposes.
This planned funding positions TerrAscend with a strong balance sheet that enables us to continue to build depth in the high-quality markets where we operate. We are now fully funded to complete all of our CAPEX projects, which will fuel the growth of both the cultivation and dispensary sides of our business.
Jason Ackerman, CEO and Executive Chairman of TerrAscend
We’re fortunate to have developed a strong partnership with JW Asset Management and appreciate their support, and the support of the other investors, as we capitalize on the opportunities ahead.
The Offering consists of a number of units of the Company (each, a “Unit”) issued at the price of $2,000 per Unit (the “Purchase Price”). Each Unit will be comprised of one convertible preferred share in the capital of the Company (each, a “Convertible Preferred Share”) and one convertible preferred share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Convertible Preferred Share in the capital of the Company (each, a “Warrant Share”) at a price of $3,000 per share, as adjusted from time to time pursuant to the terms of the Warrants, at any time prior to 5:00 p.m. (Toronto time) on the date that is 36 months from the date of issuance of the Units. The Convertible Preferred Shares convert to 1,000 common shares (for non-U.S. investors) and the economic equivalent in proportionate voting shares (for U.S investors).
The securities to be issued pursuant to the Offerings have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
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.
TerrAscend provides quality products, brands, and services to the global cannabinoid market. As the first North American Operator (NAO), with scale operations in both Canada and the U.S., TerrAscend participates in the medical and legal adult use market across Canada and in several U.S. states where cannabis has been legalized for therapeutic or adult use. TerrAscend was the first cannabis company with sales in the U.S., Canada, and Europe. TerrAscend operates a number of synergistic businesses, including The Apothecarium, an award-winning cannabis dispensary with several retail locations in California; Arise Bioscience Inc., a manufacturer and distributor of hemp-derived products; Ilera Healthcare, Pennsylvania’s premier medical marijuana cultivator, processor, and dispenser; and Valhalla Confections, a manufacturer of premium cannabis-infused edibles. TerrAscend holds a cultivation permit in the State of New Jersey and is pending approval for a vertically integrated medical cannabis operation with the ability to operate up to three Alternative Treatment Centers. Additionally, TerrAscend holds a Medical Cannabis Processor License in the State of Utah. For more information, visit www.terrascend.com.