Canopy Growth Transfers Its TerrAscend Assets To Canopy USA Company

Canopy Growth Corporation CGC WEED and Canopy USA, LLC announced that each of the company and Canopy USA has filed an early warning report under National Instrument 62-103 - The early warning system and related take-over bid and insider reporting issues in connection with the company's direct and indirect disposition of, and Canopy USA's direct and indirect acquisition of beneficial ownership of:

• 38.9 million exchangeable shares in the capital of TerrAscend Corp. TRSSF;

• An option to acquire 1 million common shares in the capital of TerrAscend for an aggregate exercise price of $1.00;

• 2.1 million common share purchase warrants with an exercise price of CA$3.74 per common share (the "TerrAscend 1A warrants");

• 15.7 million warrants with an exercise price of CA$5.14 per common share (the "TerrAscend 1B warrants");

• 2.2 million warrants with an exercise price of CA$5.95 per common share (the "TerrAscend 2A warrants");

• 333,723 warrants with an exercise price of CA$6.49 per common share (the "TerrAscend 2B warrants");

• 1.9 million warrants with an exercise price of CA$15.28 per common share (the "TerrAscend 3A warrants");

• 178,735 warrants with an exercise price of CA$17.19 per common share (the "TerrAscend 3B warrants", together with the TerrAscend 1A Warrants, TerrAscend 1B Warrants, the TerrAscend 2A Warrants, TerrAscend 2B Warrants and TerrAscend 3A Warrants, the "TerrAscend Warrants").

On October 24, 2022, Canopy Growth, certain of its wholly-owned subsidiaries and Canopy USA completed a series of transactions to effect a reorganization. Pursuant to the reorganization, among other things, Canopy USA or entities controlled by Canopy USA, acquired 38.9 million exchangeable shares, the TerrAscend option to acquire 1 million common shares and 22.5 million TerrAscend warrants directly and indirectly from Canopy Growth.

Immediately following the reorganization, Canopy Growth no longer beneficially owns or controls any securities in the capital of TerrAscend. While Canopy Growth currently has no immediate plans or intentions with respect to the securities of TerrAscend, depending on market conditions, general economic and industry conditions, trading prices, TerrAscend's business, financial condition and prospects and/or other relevant factors, Canopy Growth may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities of TerrAscend.

Immediately prior to completion of the reorganization, neither Canopy USA nor Canopy USA I Limited Partnership, Canopy USA II Limited Partnership or Canopy USA III Limited Partnership (collectively, the "Canopy USA LPs"), of which Canopy USA is the general partner, beneficially owned or exercised control or direction over any common shares or convertible securities of TerrAscend.

Canopy USA beneficially holds the TerrAscend securities for investment purposes. While Canopy USA and/or the Canopy USA LPs currently have no immediate plans or intentions with respect to the securities of TerrAscend, depending on market conditions, general economic and industry conditions, trading prices, TerrAscend's business, financial condition and prospects and/or other relevant factors, Canopy USA and/or the Canopy USA LPs may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of TerrAscend.

Photo: Benzinga; Sources: courtesy of jarmoluk and lindsayfox via Pixabay

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