On November 15, 2017, Canopy Growth Corporation and Canopy Rivers Corporation, along with funds advised by JW Asset Management LLC (collectively the “Investors”) entered into subscription agreements with TerrAscend Corp. pursuant to which the Investors will acquire, on a non-brokered private placement basis, 47,727,273 units of TerrAscend at a price of $1.10 per unit, for aggregate gross proceeds of $52.5 million. Each unit consists of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase an additional common share for a period of 36 months from the closing date at an exercise price of $1.10.
In connection with closing, TerrAscend will appoint Jason Wild of JW Asset Management LLC to the Board of Directors of TerrAscend as its Chairman. Closing is subject to the satisfaction of certain closing conditions including, the receipt of all necessary approvals and TerrAscend entering into an agreement with Canopy Growth to join the CraftGrow program.
After entering into the private placement, the Investors entered into a definitive agreement to complete a block trade pursuant to the private agreement exemption to acquire an additional 8,700,000 common shares at a price of $1.00 per share. Following both transactions, the Investors will collectively own approximately 61% of TerrAscend’s issued and outstanding common shares on a non-diluted basis and approximately 70% on a fully-diluted basis.
Cassels acted for Canopy Growth, Canopy Rivers and JW Asset with a team comprised of John Vettese, Sean Maniaci, Kyle Simpson, Jonathan Sherman, Xi Chen and Jacquie Richards (Securities, M&A and Cannabis).