Entourage Health Corp. (formerly WeedMD Inc.)
(
TSX-V:ENTG)
(OTCQX:ETRGF)
(FSE:4WE) (“
Entourage” or the
“
Company”), a Canadian producer and distributor of
award-winning cannabis products and brands, and renowned craft
cultivator CannTx Life Sciences Inc. (“
CannTx”),
are pleased to confirm the closing of the previously announced
acquisition of CannTx by Entourage (the
“Acquisition”). Following overwhelming approval
from CannTx shareholders, and satisfaction of other closing
conditions, the formerly privately owned micro-propagator, which
operates out of its licensed production facility in Guelph,
Ontario, is now a wholly owned subsidiary of Entourage.
“In finalizing this complementary transaction
with the CannTx team, we are thrilled to emerge as a cannabis
operator widely recognized for consistently producing award-winning
cannabis products and brands - which now houses some of the most
sought-after genetics, IP and craft specialities in Canada,” said
George Scorsis, Interim CEO and Executive Chairman, Entourage. “We
have brought together a team of industry experts and talented
people that are crafting cannabis with passion and heart – all
dedicated to bringing craft-grade cannabis products to our local
markets. With new strains and further product expansion into hash,
rosin production, tissue culture, micropropagation and craft
cultivation specialties, we’re thrilled to add Royal City Cannabis
Co. to our brand portfolio that includes Color Cannabis, Saturday
Cannabis, Starseed Medicinal and Mary’s Medicinals Canada.”
Acquisition and Transaction Summary
Upon closing of the Acquisition, Entourage
issued an aggregate of 57,352,488 Entourage common shares
(“Common Shares”) to CannTx shareholders of which
an aggregate of 3,571,429 of such Common Shares will be held in
escrow to secure indemnification and other obligations undertaken
by certain vendors.
Under the terms of the Acquisition, certain
former CannTx shareholders entered into agreements pursuant to
which an aggregate of 14,685,278 Common Shares are subject to a
post-closing lock-up arrangement whereby one quarter of such Common
Shares shall be released from lock-up in equal installments at the
end of each six (6) month period following closing of the
Acquisition.
Board of Directors
In connection with the closing of the
Acquisition, the Company is pleased to announce the appointment of
CannTx board members Andrew Bulmer and S.
Randall Smallbone to Entourage’s board of directors (the
“Board”). The Board is now comprised of the
following directors:
George Scorsis, currently
Interim CEO and Executive Chairman of Entourage.Gail
Paech, formerly Associate Deputy Minister, Ministry of
Health, Ontario.G. Edmund King, former CEO and
Chairman of CIBC Wood Gundy, former Starseed director.Jason
Alexander, former Chief Legal Officer and Chief Strategy
Officer of Starseed and Entourage.Bruce Croxon,
co-founder of Lavalife, former Dragon’s Den mentor, current BNN
“Disruptors” host.Lu Cacioppo, former Deloitte
partner, now managing partner of private equity firm Beringer
Capital.Andrew Bulmer, formerly of Molson Coors,
Red Bull, now President of Active International (Canada).S.
Randall Smallbone, former CFO of Magna Company’s Decoma
International, currently President and CEO of Astron Connect
Inc.
Additional information and biographies of
Entourage’s board of directors can be found here.
Amendment to Second Secured Credit
Facility
The Company also announced today that it has
signed an amendment to its second secured credit facility entered
into on September 30, 2020 (the “Credit
Facility”). The amendments to the Credit Facility modify
the terms under which Entourage secured up to $30 million of debt
financing over a two-year term ending in 2022.
Under the terms of the amendment, the Company
secured a deferral of certain of its financial covenants to
December 31, 2021. In addition, the Company has agreed to a 25
basis point increase in the applicable interest rate margin on the
Credit Facility, and retains the option, at the Company’s
discretion, to capitalize interest in lieu of cash payments of
interest. The Credit Facility continues to provide Entourage with
non-dilutive financing and greater financial flexibility in
alignment with market conditions. A copy of the Credit Facility
agreement will be made available on the Company’s SEDAR page.
Visit Entourage Health’s newly launched website
here. To access our corporate video, visit us here and to access
our latest investor presentation and corporate deck here.
About Entourage Health
Corp.
Entourage Health Corp. (formerly WeedMD Inc.) is
the publicly traded parent company of WeedMD RX Inc. and CannTx
Life Sciences Inc., licence holders producing and distributing
cannabis products for both the medical and adult-use markets. The
Company owns and operates a 158-acre state-of-the-art greenhouse,
outdoor and processing facility located in Strathroy, ON as well as
a fully licensed 26,000 sq. ft. Aylmer, ON processing facility,
specializing in cannabis extraction. With the addition of Starseed
Medicinal, a medical-centric brand, Entourage has expanded its
multi-channeled distribution strategy. Starseed’s industry-first,
exclusive partnership with LiUNA, the largest construction union in
Canada, along with employers and union groups complements
Entourage’s direct sales to medical patients. In October 2021,
Entourage closed the acquisition of craft cultivator CannTx Life
Sciences Inc. which operates out of its state-of-the-art
micropropagation and specialty extraction facility in Guelph,
Ontario. Craft brand Royal City Cannabis was added to Entourage’s
elite product portfolio that includes adult-use brands Color
Cannabis and Saturday Cannabis – sold across eight provincial
distribution agencies. The Company also maintains strategic
relationships in the seniors’ market and supply agreements with
Shoppers Drug Mart. It is the exclusive Canadian producer and
distributor of award-winning U.S.-based wellness brand Mary’s
Medicinals sold in both medical and adult-use channels. Entourage
recently announced an exclusive collaboration with The Boston Beer
Company subsidiary to launch cannabis-infused beverages in Canada
with production expected in Q4, 2021 and product launch in early
2022.
For more information, please visit us at
www.entouragehealthcorp.com
Follow Entourage and its brands on
LinkedIn
Twitter: Entourage,
Color Cannabis, Saturday
Cannabis, Starseed
& Royal City Cannabis Co.
Instagram:
Entourage, Color
Cannabis, Saturday
Cannabis, Starseed
& Royal City Cannabis Co.
For further information, please
contact:
For Investor Enquiries:Valter
PintoManaging Director KCSA Strategic
Communications1-212-896-1254entourage@kcsa.com
For Media Enquiries:Marianella
delaBarreraSVP, Communications & Corporate
Affairs416-897-6644marianella@entouragecorp.com
Forward Looking Information
This press release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation which are
based upon Entourage's current internal expectations, estimates,
projections, assumptions and beliefs and views of future events.
Forward-looking information can be identified by the use of
forward-looking terminology such as "expect", "likely", "may",
"will", "should", "intend", "anticipate", "potential", "proposed",
"estimate" and other similar words, including negative and
grammatical variations thereof, or statements that certain events
or conditions "may", "would" or "will" happen, or by discussions of
strategy.
The forward-looking information in this news
release is based upon the expectations, estimates, projections,
assumptions and views of future events which management believes to
be reasonable in the circumstances. Forward-looking information
includes estimates, plans, expectations, opinions, forecasts,
projections, targets, guidance or other statements that are not
statements of fact. Forward-looking information necessarily involve
known and unknown risks, including, without limitation, risks
associated with general economic conditions; adverse industry
events; loss of markets; future legislative and regulatory
developments; inability to access sufficient capital from internal
and external sources, and/or inability to access sufficient capital
on favourable terms; the cannabis industry
in Canada generally; the ability of Entourage to
implement its business strategies, including the successful
integration of CannTx and execution of its strategic partnerships;
the COVID-19 pandemic; competition; crop failure; and other
risks.
Any forward-looking information speaks only as
of the date on which it is made, and, except as required by law,
Entourage does not undertake any obligation to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise. New factors emerge from
time to time, and it is not possible for Entourage to predict all
such factors. When considering this forward-looking information,
readers should keep in mind the risk factors and other cautionary
statements in Entourage’s disclosure documents filed with the
applicable Canadian securities regulatory authorities on SEDAR at
www.sedar.com. The risk factors and other factors noted in the
disclosure documents could cause actual events or results to differ
materially from those described in any forward-looking
information.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE
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