Canopy Rivers-backed TerrAscend to acquire State Flower

TerrAscend Corp has agreed to acquire ABI SF LLC, which operates a San Francisco-based cannabis cultivation facility and owns State Flower, a cannabis flower brand.

TerrAscend, a Toronto-based cannabis business, agreed to initially acquire 49.9 percent of State Flower for US$2.85 million through the conversion of a convertible debenture. It will buy the remaining stake for a price based on future revenue.

In May, TerrAscend completed a private placement, raising about $70 million (US$52 million), intended in part to fund the company’s U.S. acquisition strategy.

TerrAscend is backed by Canopy Rivers, the venture capital arm of Canadian cannabis producer Canopy Growth Corp.

PRESS RELEASE

TerrAscend Enters Into Agreements to Acquire State Flower, an Ultra-Premium California Cannabis Brand

— Adds an ultra-premium brand to TerrAscend’s global portfolio of operations across multiple U.S. States, Canada and the EU.

— Daniel Wacks and Jeremy Cohen to continue leading State Flower

TORONTO, Aug. 28, 2019 /CNW/ – TerrAscend Corp. (CSE: TER; OTCQX: TRSSF) (“TerrAscend” or “the Company”) the first and only cannabis company with sales in Canada, the US and the EU, today announced the signing of definitive agreements for a series of transactions to purchase ABI SF, LLC, which operates a Bay Area cannabis cultivation facility and owns the State Flower brand (“State Flower”). State Flower is known for its ultra-premium cannabis flower and is currently sold through dispensaries in California and Nevada, including The Apothecarium. TerrAscend recently closed a series of transactions with The Apothecarium as noted in the Company’s press release of June 6, 2019. By agreeing to purchase State Flower and bring aboard elite cultivation talent, TerrAscend will continue to provide high quality product through its retail locations and will expand the State Flower brand in multiple states

TerrAscend has agreed to initially acquire 49.9% of the equity of State Flower for total consideration of US$2.85M from conversion of a previously issued convertible debenture and subject to regulatory approvals.

TerrAscend has also extended a line of credit of up to US$3.75M to State Flower for cultivation facility improvements to expand production capacity. While State Flower implements facility improvements, the parties will begin the regulatory approval process for the full purchase of State Flower, under a Securities Purchase Agreement. TerrAscend also has future rights to use the State Flower brand pursuant to a license agreement.

TerrAscend has agreed to purchase the remaining 50.1% equity of State Flower for total consideration based on future revenue over a predetermined twelve-month period. The transaction is subject to regulatory approvals by various local and state authorities, as well as certain customary closing conditions. Several of the owners of The Apothecarium and their related entities have an ownership interest in State Flower.

“We’re excited to add the prestigious State Flower brand to our portfolio,” said Matthew Johnson, President of TerrAscend Corp., and TerrAscend USA, Inc. “Daniel Wacks and Jeremy Cohen are skilled cannabis cultivators with years of experience operating in a highly regulated market and we are thrilled to work with them to expand the State Flower facilities and brand presence. ”

“Through our work with The Apothecarium and TerrAscend, it’s clear that we’ve found a great strategic and cultural fit,” said Daniel Wacks, President of State Flower. “We’re proud of the brand we’ve built and excited to have found a partner who recognizes the quality of our team. We look forward to working together to build best-in-class cultivation capabilities in all jurisdictions where TerrAscend operates, to expand the State Flower brand presence, and become part of an inspirational team that’s making major progress towards becoming one of the top companies in the sector.”

About TerrAscend

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 US, the Company participates in the medical and legal adult use market across Canada and in several US states where cannabis has been legalized for therapeutic or adult use. Additionally, TerrAscend is the first and only cannabis company with sales in the US, Canada, and Europe as it has received EU GMP certification for its manufacturing facility in Mississauga, Ontario. TerrAscend recently announced the planned acquisition of Ilera Healthcare, one of five vertically integrated cannabis cultivator, processor, and dispensary operators in Pennsylvania and was also recently chosen by the state of New Jersey to be one of six permit applicants for a vertically integrated medical cannabis operation. TerrAscend operates a number of synergistic businesses, including The Apothecarium, an award-winning cannabis dispensary with several retail locations in California and Nevada; Arise Bioscience Inc., a manufacturer and distributor of hemp-derived products; Ascendant Laboratories Inc., a biotechnology and licensing company committed to the continuous improvement of cannabinoid expressing plants; Solace RX Inc., a proposed Drug Preparation Premises (DPP) focused on the development of novel formulations and delivery forms; and Valhalla Confections, a manufacturer of premium cannabis-infused edibles. For more information, visit https://www.terrascend.com

About State Flower

State Flower is a California-based cannabis producer operating a licensed facility in San Francisco, California. The State Flower brand is sold in California and Nevada, two of the most important and competitive markets in the world. State Flower manages a best-in-class genetics portfolio with an emphasis on growing boutique-quality cannabis flowers at scale in an Envirocann certified facility.

For further information: regarding TerrAscend: Michael Nashat, Chief Executive Officer, IR@terrascend.com; Adam Kozak, Chief Financial Officer, IR@terrascend.com, 1-855-837-7295 ext. 2