/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S.
NEWSWIRES/
SMITHS FALLS, ON, Nov. 15, 2017 /CNW/ - Canopy Growth
Corporation (TSX: WEED) ("Canopy Growth") is pleased to
announce that Canopy Growth and Canopy Rivers Corporation
("Rivers"), along with funds advised by JW Asset Management
LLC ("JW Funds" and collectively, with Canopy Growth and
Canopy Rivers, the "Investors") have entered into
subscription agreements with TerrAscend Corp. ("TerrAscend")
pursuant to which the Investors will acquire from TerrAscend, on a
non-brokered private placement basis, 47,727,273 units (the
"Units") of TerrAscend at a price per Unit of CAD$1.10, for aggregate gross proceeds of
CAD$52,500,000 (the "Private
Placement"). Each Unit sold in the Private Placement will
consist of one common share of TerrAscend (each, a "Common
Share") and one common share purchase warrant of TerrAscend
(each, a "Warrant"), with each Warrant entitling the holder
to purchase an additional Common Share for a period of 36 months
from the closing date of the Private Placement at an exercise price
of CAD$1.10.
"Canopy is excited to be partnering with an emerging pharma
focused LP in TerrAscend, and to be collaborating further with
Jason Wild, an exceptional global
healthcare investor and executive," said Canopy's Chairman and CEO,
Bruce Linton. "Since first meeting
Jason over three years ago, I have been continuously
impressed with his unparalleled knowledge of the pharmaceutical
sector, the ethical approach he takes with his investments, and the
commitment he makes to finishing what he starts with his investee
companies. Collaborating with Jason as the new Chairman, and
building upon what the team at TerrAscend has accomplished to date
is an exciting, strategic, and mutually beneficial value
proposition for all parties."
"After evaluating and investing in the emerging cannabis sector
for the past several years, I've been looking for the right
opportunity to take a more active leadership position and make a
significant financial commitment with the right company. Partnering
with the largest cannabis company in the world, some of the most
knowledgeable cannabis investors in this market, and the pharma
focused team of operators at TerrAscend positions us to draw
insight from our collective experience and compete successfully in
the globally emerging cannabis sector," says Jason Wild, President of JW Asset Management
LLC.
JW Asset Management LLC is a prominent New York based pharmaceutical investor with an
extensive portfolio of international pharmaceutical assets. In
connection with closing of the Private Placement (the
"Closing"), TerrAscend will appoint Jason Wild of JW Asset Management LLC to the
Board of Directors of TerrAscend as its Chairman. Jason is the
President of JW Asset Management LLC and is an accomplished
executive with a strong track record accelerating the growth
trajectories of emerging companies.
TerrAscend is a publicly traded Licensed Producer under the
Access to Cannabis for Medical Purposes Regulations and operates
across various core and complementary business units intended to
leverage the company's unique healthcare expertise,
state-of-the-art facility, and strategic centralized location.
TerrAscend has a strong growth plan in place to utilize its 67,300
square foot production facility and clinical on-boarding
program.
This transformative transaction positions Canopy Growth and
Rivers to participate as a strategic equity partner, alongside JW
Funds, and gain a new participant and production stream into the
CraftGrow program. In addition, this investment provides an
opportunity for future collaboration with TerrAscend and JW Funds
in domestic and international opportunities, increasing Canopy
Growth's leadership position in the sector.
After entering into the Private Placement, the Investors entered
into a definitive agreement to complete a block trade pursuant to
the private agreement exemption. JW Funds, Canopy Growth and Rivers
will acquire, prior to completion of the Private Placement,
5,220,000 Common Shares, 1,740,000 Common Shares and 1,740,000
Common Shares, respectively at a price of CAD$1.00 per Common Share (CAD$8,700,000 in aggregate).
Closing of the Private Placement is subject to the satisfaction
of certain closing conditions including, but not limited to, the
receipt of all necessary approvals, including the approval of the
Canadian Securities Exchange, and TerrAscend entering into an
agreement with Canopy Growth on mutually acceptable terms to join
the CraftGrow program.
For further transaction details, see "Additional Details"
below.
The securities to be issued pursuant to the Private Placement
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 or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the 1933 Act) 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.
About Canopy Growth Corporation
Canopy Growth is a world-leading diversified cannabis company,
offering distinct brands and curated cannabis varieties in dried,
oil and capsule forms. Through its whollyowned subsidiaries, Canopy
Growth operates numerous state-of-the-art production facilities
with over half a million square feet of GMP-certified indoor and
greenhouse production capacity, all to an unparalleled level of
quality assurance procedures and testing. Canopy Growth has
established partnerships with leading sector names in Canada and abroad, with interests and
operations spanning four continents. For more information visit
www.canopygrowth.com.
About TerrAscend Corp.
TerrAscend is a vertically-integrated Canadian cannabis company
that strives to create and deliver quality products and services
that meet the evolving needs of the cannabis market. TerrAscend
provides support to patients through its wholly-owned subsidiaries,
Solace Health Inc. ("Solace Health"), a licensed producer of
medical cannabis under the Access to Cannabis for Medical Purposes
Regulations, Terra Health Network Inc. ("Terra Health"), a clinical
support program and education platform led by health care
professionals, and Solace Rx Inc. ("SolaceRx"), a drug preparation
premises for non-cannabis formulations. Please visit
www.TerrAscend.com for more information about TerrAscend.
About JW Asset Management
JW Asset Management, founded in 1997 is a New York based fund manager for five
investment partnerships. Jason Wild,
a registered pharmacist and Chairman of Arbor Pharmaceuticals, is
the firm's founder and chief investment officer. JW Asset
Management has a strong history of finding opportunities within the
global healthcare sector, actively investing in both the public and
private equity markets.
Additional Details
Prior to the Private Placement, JW Funds owned or controlled
865,168 common shares of TerrAscend representing approximately 2%
of the then issued and outstanding common shares of TerrAscend on a
non-diluted basis, while Canopy Growth and Canopy Rivers did not
own any common shares of TerrAscend.
Prior to the Private Placement, there are 46,500,623 common
shares issued and outstanding in the capital of TerrAscend as well
as 3,424,675 options and 4,557,686 warrants. Upon Closing, there
will be 94,227,896 common shares issued and outstanding as well as
3,424,675 options and 52,284,959 warrants in the capital of
TerrAscend. The Investors will collectively own approximately
57,292,441 common shares and 47,727,273 warrants of TerrAscend,
representing approximately 61% of TerrAscend's issued and
outstanding common shares on a non-diluted basis and approximately
70% on a fully-diluted basis. Canopy Growth and Rivers will each
own 11,285,456 common shares and 9,545,456 warrants, representing
approximately 12% of TerrAscend's issued and outstanding common
shares on a non-diluted basis and approximately 14% on a
fully-diluted basis.
As part of the Private Placement, the directors and officers of
TerrAscend have entered into lock-up agreements restricting their
ability to transfer their common shares and other securities
convertible, exercisable or exchangeable into common shares of
TerrAscend until the date that is 120 days following the closing
date of the Private Placement.
The securities issued pursuant to the Private Placement will be
subject to a statutory hold period of four months and one day from
the closing date.
All securities of TerrAscend currently held by the Investors are
held, and all securities of TerrAscend to be held upon Closing will
be held, solely for investment purposes. Each of the Investors may
take actions in the future in respect of its security holdings in
TerrAscend based on the then existing facts and circumstances,
which actions could include, without limitation, acquisitions or
dispositions of common shares in the capital of TerrAscend, whether
in the open market, by privately negotiated agreement or
otherwise.
For further information and to obtain a copy of the early
warning report to be filed under applicable Canadian provincial
securities legislation in connection with the transactions
hereunder, please go to TerrAscend's profile on the System for
Electronic Document Analysis and Retrieval website at
www.sedar.com.
Notice Regarding Forward Looking Information
This news release contains forward-looking information. Often,
but not always, forward-looking information can be identified by
the use of words such as "plans", "expects" or "does not expect",
"is expected", "estimates", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or state that certain actions, events or results "may", "could",
"would", "might" or "will" be taken, occur or be achieved.
Forward-looking information involves known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Canopy Growth, its subsidiaries or
TerrAscend to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking information contained in this news release.
Examples of such statements include the closing conditions in
relation to the Private Placement, the future value to be created
through this transformative transaction and future partnerships to
be entered into between the parties. Risks, uncertainties and other
factors involved with forward-looking information could cause
actual events, results, performance, prospects and opportunities to
differ materially from those expressed or implied by such
forward-looking information, including risks associated with
regulatory and stock exchange approvals; closing conditions; and
such risks contained in the Company's annual information form dated
June 28, 2017 and filed with Canadian
securities regulators available on the Company's issuer profile on
SEDAR at www.sedar.com. Although the Company believes that the
assumptions and factors used in preparing the forward-looking
information in this press release are reasonable, undue reliance
should not be placed on such information and no assurance can be
given that such events will occur in the disclosed time frames or
at all. The forward-looking information included in this news
release are made as of the date of this news release and the
Company does not undertake an obligation to publicly update such
forward-looking information to reflect new information, subsequent
events or otherwise unless required by applicable securities
legislation.
SOURCE Canopy Growth Corporation