AGRIFORCE Growing Systems Ltd. ("the Company") (NASDAQ: AGRI; AGRIW) an IP-focused AgTech company dedicated to advancing sustainable cultivation and crop processing across multiple platforms, today provided an update on its planned acquisition of a leading AgTech European consultancy focused on driving AGRIcultural optimization, innovation, solutions, and operational expertise in the AGRIculture, horticulture, and Controlled-Environment AGRIculture (CEA) sectors.
As previously announced, the Company had entered into a binding letter of intent to acquire the AgTech consultancy in October 2021, subject to completion of due diligence and entry into a definitive purchase agreement. The Company reports that it has now completed its due diligence, which was conducted by DVDW , a Dutch Law Firm and Grant Thornton , an international accounting firm.
Ingo Mueller, CEO of AgriFORCE Growing Systems, commented: "As we had reported, the target company achieved 2020 annual consulting audited revenues of over US$26 million and EBITDA of US$3 million (IFRS-based).* In addition to reviewing the financial and legal information, we conducted physical visits of the target's innovation centers. During these tours, we observed first-hand how these centers are being used as commercial testing grounds for optimizing crops in a real-world setting for both commercial farmers and suppliers—providing both with commercial results and innovation that are not easily replicated in other environments without extensive capital and working relationships." He added: "As a result of the completion of due diligence, we expect to finalize the definitive agreement by the end of January 2022, and hope to close as soon as it is practicable to do so."
* Based on FX Rate Euro to US$ 2020 1.141357.
About AgriFORCE Dedicated to providing more sustainable and better quality food, plant-based products, and ingredients, pharmaceuticals and nutraceuticals, AgriFORCE Growing Systems Ltd. (NASDAQ: AGRI; AGRIW) is an AgTech company focused on developing and acquiring innovative AGRIculture IP that changes the way cultivation and crop processing are done. The Company's vision is to be a leader in delivering plant-based foods and products through advanced and sustainable AgTech solution platforms that make positive change in the world—from seed to table. The AGRIFORCE foundational IP—called the AGRIFORCE GrowHouse—includes a proprietary facility design and automated growing system for high-value crops focused on improving the way that controlled-environment AGRIculture (CEA) is done. The AGRIFORCE GrowHouse was designed to produce in virtually any environmental condition and to optimize crop yields to as near their full genetic potential as possible, while using substantially fewer natural resources and eliminating the need for the use of pesticides and/or irradiation. The AGRIFORCE goal: Clean. Green. Better. Additional information about AGRIFORCE is available at: www.agriforcegs.com .
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
Company Contact: Ian Pedersen Tel: (604) 757-0952 Email: ipedersen@agriforcegs.com
Investor Relations: Crescendo Communications, LLC David Waldman/Natalya Rudman Tel: (212) 671-1021 Email: AGRI@crescendo-ir.com
Media Relations: AHA Creative Strategies Inc. Ruth Atherley Tel: (604) 846-8461 Email: ruth@ahacreative.com
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AgriFORCE Growing Systems Ltd is dedicated to transforming modern agricultural development through its proprietary patent-pending facility design and automated growing system. Its methods are designed to produce high-quality, pesticide-free, locally cultivated crops, cost-effectively and with the ability to quickly scale, in virtually any climate.
Deroose acquisition brings multi-national operations, over 2.11 million square feet in laboratory and greenhouse facilities, and a proprietary portfolio of genetic IP for plantation and food crops
Deroose's unaudited 2021 annual revenues were US $40.5 million with EBITDA of approximately US $4.2 million
AGRIFORCE Growing Systems Ltd. ("the Company") (NASDAQ: AGRI; AGRIW) an intellectual property (IP)-focused AgTech company dedicated to advancing sustainable cultivation and crop processing across multiple verticals, has entered into a binding letter of intent to acquire Deroose Plants NV ("Deroose"), one of the largest tissue culture propagation companies in the world with a leadership position in horticulture, plantation crops, and fruit and vegetables.
Founded in 1980, Deroose has multi-national operations in Europe, North America, and Asia, over 2.11 million square feet of laboratory and greenhouse facilities 1 , and over 800 employees 2 . Deroose's unaudited 2021 revenues were US$40.5 million ( 3 ) with EBITDA of approximately US$4.2 million ( 4 ) .
The binding LOI is subject to completion of standard due diligence and entry into a definitive purchase agreement, which shall include commercially standard terms and conditions, including, but not limited to, representations and warranties, covenants, events of default and conditions to closing.
The net purchase price by AgriFORCE is expected to be approximately US$69 million. The purchase price represents approximately $46.4 million for the Deroose business on a cash and debt free basis and $22.6 million for the IP portfolio.
Transaction Highlights The AgriFORCE acquisition of Deroose is expected to provide the following strategic benefits:
Ingo Mueller, CEO of AgriFORCE Growing Systems, commented: "Adding to the momentum of our recent definitive agreement with Delphy Groep BV (Delphy) , we look forward to welcoming Deroose into the AgriFORCE family of companies, as we continue to move forward with our vision to become a world leader in delivering next-generation foods and plant products for businesses and consumers. Our two companies are strongly aligned with transforming the agriculture industry through IP, innovative technologies and expertise that enable cleaner, better crops with reduced environmental impact. Deroose's specific crop IP enables increased yields per hectare for crops such as rubber, palm and banana. This is particularly important where arable land is scarce and restricted ( 5 ) and with governments no longer allowing additional land to be made available for these crops. We believe this positions AgriFORCE and Deroose to deliver value by maximizing the sustainability and productivity of available land, especially in tropical climates. In addition, we believe Deroose's IP provides significant barriers to entry to potential competitors, given the robust patent estate, and typical timelines to research and develop such processes, which could easily exceed a decade. Finally, with the Deroose acquisition, we see opportunities to capitalize on a variety of business synergies, including building on Deroose's Florida Campus to replicate Delphy's R&D innovation center for the North American markets."
Maurice van Winden, the CEO of Deroose Plants NV, added: "With over 40 years of history, Deroose is a highly innovative company specialized in tissue culture propagation, and we are very excited to join AgriFORCE. Both our IP and vision are highly complementary, as we are committed to growth through the development of new plants, new cultivation techniques, and pursuing new market opportunities. We are extremely excited about commercializing our new portfolio of genetics for plantation and food crops. We have invested over a decade in development of this IP and believe we can significantly improve the impact that these crops have on the environment, while providing much needed supply sources to the rubber and food industries. Furthermore, strengthening our foothold in North America and accelerating growth into new crops is a strong focus for us in the years ahead."
(3)Euro to US Dollar Spot Exchange Rates for 2021: Average exchange rate in 2021: 1.183 USD (4)EBITDA Reconciliation
(5)United Nations General Assembly October 14, 2019
About Deroose Plants NV The Deroose Plants Group is a global supplier of young plant material for growers and plantation owners. Propagation-as-a-service is also offered to young plant breeders and propagators. The Company has been active in tissue-culture cloning of plants since 1980. Currently Deroose Plants are produced in locations in Europe, USA (Florida) and Asia. Deroose is one of the biggest T.C. propagators in the world, with over 800 employees.
About AgriFORCE AGRIFORCE Growing Systems Ltd. (NASDAQ: AGRI; AGRIW) is an AgTech company focused on the development and acquisition of crop production know-how and intellectual property augmented by advanced AgTech facilities and solutions. Looking to serve the global market, the Company's current focus is on North America, Europe and Asia. The AGRIFORCE vision is to be a leader in delivering plant-based foods and products through advanced and sustainable AgTech solution platforms that make positive change in the world—from seed to table. The AGRIFORCE goal: Clean. Green. Better. Additional information about AGRIFORCE is available at: www.AGRIforcegs.com.
Follow AgriFORCE on Twitter: @agriforcegs Follow AgriFORCE on Facebook: AgriFORCE Growing Systems Ltd. Connect with AgriFORCE on LinkedIn: AgriFORCE Growing Systems Ltd.
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
Company Contact: Ian Pedersen Tel: (604) 757-0952 Email: ipedersen@agriforcegs.com
Investor Relations: Crescendo Communications, LLC David Waldman/Natalya Rudman Tel: (212) 671-1021 Email: AGRI@crescendo-ir.com
Media Relations: Denise Sabet Tel: (604) 757-0952 Email: dsabet@agriforcegs.com
1 As per management's previously audited financial statements. 2 https://derooseplants.com/our-company--history/
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AGRIFORCE Growing Systems Ltd. ("the Company") (NASDAQ: AGRI; AGRIW), an IP-focused AgTech company dedicated to advancing sustainable cultivation and crop processing across multiple verticals, today announced that management has been invited to present at the 34 th Annual Roth Conference being held March 13-15, 2022 at the Ritz Carlton, Laguna Niguel in Dana Point, California.
A pre-recording of the Company's presentation is available for registered attendees at https://wsw.com/webcast/roth43/agri/1811596 and on the investor relations section of AgriFORCE's website at https://ir.agriforcegs.com/news-events/ir-calendar .
Ingo Mueller, CEO of AgriFORCE and Troy McClellan, President, AgriFORCE Solutions, will also be conducting 1x1 meetings with investors during conference.
This year's event will consist of 1-on-1/small group meetings, analyst-selected fireside chats, thematic industry panels, and on-demand presentations by executive management from approximately 400 private and public companies in a variety of growth sectors.
To learn more and submit a registration request, visit https://ibn.fm/ROTH2022Registration .
AgriFORCE Growing Systems Ltd. (NASDAQ: AGRI; AGRIW) is an AgTech company focused on the development and acquisition of crop production know-how and intellectual property augmented by advanced AgTech facilities and solutions. Looking to serve the global market, the Company's current focus is on North America, Europe, and Asia. The AgriFORCE vision is to be a leader in delivering plant-based foods and products through advanced and sustainable AgTech solution platforms that make positive change in the world—from seed to table. The AgriFORCE goal: Clean. Green. Better. Additional information about AgriFORCE is available at: www.agriforcegs.com .
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
Company Contact: Ian Pedersen Tel: (604) 757-0952 Email: ipedersen@agriforcegs.com
Investor Relations: Crescendo Communications, LLC David Waldman/Natalya Rudman Tel: (212) 671-1021 Email: AGRI@crescendo-ir.com
Media Relations: Media Relations: Denise Sabet Tel: (604) 757-0952 Email: dsabet@agriforcegs.com
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AGRIFORCE Growing Systems Ltd. ("the Company") (NASDAQ: AGRI; AGRIW) an intellectual property (IP)-focused AgTech company dedicated to advancing sustainable cultivation and crop processing across multiple verticals, today announced it has executed a non-binding term sheet for a planned convertible debt facility (the "Notes") of up to $20 million with an accredited institutional investor (the "Investor"). The Notes would be convertible at $2.75 per share. Under the agreement, the Company would receive an initial amount of $10 million and would have the right to receive an additional $10 million at the Company's discretion, in one or multiple tranches, subject to certain conditions. In addition, the Investor would receive 3-year warrants equal to 50% of the principal Note amount at an exercise price of $2.75 per share, subject to customary adjustments. The Company intends to use the net proceeds of the Notes towards the closing of the previously announced acquisition of Delphy Groep BV (Delphy) . The Convertible Debt facility term sheet is subject to execution of a final definitive agreement.
Ingo Mueller, CEO of AgriFORCE Growing Systems, commented: "We appreciate the tremendous support of the Investor in providing us this planned convertible debt facility, which we expect to finalize in the coming days. Importantly, the cash flow provided by the planned Delphy acquisition allows us to leverage the strong pro forma financial position of the Company to minimize equity dilution. We believe the acquisition of Delphy will be a transformative event for the Company, both financially and operationally, as it provides us first-in-class global consulting operations from which we plan to accelerate deployment of our robust IP portfolio, including our GrowHouse facilities."
Additional details on the transaction will be available in the Company's Form 8-K, which will be filed with the Securities and Exchange Commission and available on the Company's website upon execution of the definitive agreement.
About AgriFORCE AGRIFORCE Growing Systems Ltd. (NASDAQ: AGRI; AGRIW) is an AgTech company focused on the development and acquisition of crop production know-how and intellectual property augmented by advanced AgTech facilities and solutions. Looking to serve the global market, the Company's current focus is on North America, Europe and Asia. The AGRIFORCE vision is to be a leader in delivering plant-based foods and products through advanced and sustainable AgTech solution platforms that make positive change in the world—from seed to table. The AGRIFORCE goal: Clean. Green. Better. Additional information about AGRIFORCE is available at: www.AGRIforcegs.com.
Follow AgriFORCE on Twitter: @agriforcegs Follow AgriFORCE on Facebook: AgriFORCE Growing Systems Ltd. Connect with AgriFORCE on LinkedIn: AgriFORCE Growing Systems Ltd.
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities of the issuer. Any offer to sell or solicitation of an offer to buy securities of the issuer may only be made pursuant to a valid prospectus pursuant to an effective registration statement or pursuant to a valid exemption from registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.
Company Contact: Ian Pedersen Tel: (604) 757-0952 Email: ipedersen@agriforcegs.com
Investor Relations: Crescendo Communications, LLC David Waldman/Natalya Rudman Tel: (212) 671-1021 Email: AGRI@crescendo-ir.com
Media Relations: Denise Sabet Tel: (604) 757-0952 Email: dsabet@agriforcegs.com
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AGRIFORCE Growing Systems Ltd. ("the Company") (NASDAQ: AGRI; AGRIW) an IP-focused AgTech company dedicated to advancing sustainable cultivation and crop processing across multiple verticals, today announced it will be presenting at Gravitas' 5th Annual Growth Conference taking place virtually and in-person at the Fairmont Pacific Rim Hotel in Vancouver, British Columbia on Thursday, March 3 rd 2022.
Ingo Mueller, CEO of AgriFORCE, is scheduled to present on Thursday, March 3 rd , 2022, at 3:40 PM PST. Mr. Mueller will also be fielding investor questions and hosting individual investor meetings during the one-day virtual and in-person conference hosted by Gravitas Securities Inc.
Gravitas' 5th Annual Growth Conference will feature leaders at the forefront of their industries in today's growth sectors and will be attended by institutional and retail investors from Canada, the United States, and abroad. For additional details about the conference and Gravitas Securities Inc., please visit: www.gravitassecurities.com .
AgriFORCE Growing Systems Ltd. (NASDAQ: AGRI; AGRIW) is an AgTech company focused on the development and acquisition of crop production know-how and intellectual property augmented by advanced AgTech facilities and solutions. Looking to serve the global market, the Company's current focus is on North America, Europe, and Asia. The AgriFORCE vision is to be a leader in delivering plant-based foods and products through advanced and sustainable AgTech solution platforms that make positive change in the world—from seed to table. The AgriFORCE goal: Clean. Green. Better. Additional information about AgriFORCE is available at: www.agriforcegs.com .
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
Company Contact: Ian Pedersen Tel: (604) 757-0952 Email: ipedersen@agriforcegs.com
Investor Relations: Crescendo Communications, LLC David Waldman/Natalya Rudman Tel: (212) 671-1021 Email: AGRI@crescendo-ir.com
Media Relations: Denise Sabet Tel: (604) 757-0952 Email: dsabet@agriforcegs.com
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Proprietary system seeks out and destroys airborne and surface-based mold, bacteria, viruses as well as Coronavirus and other pathogens in real-time
Mold contamination alone affects nearly 25% of the world's crops
Hydroxyl technology capable of destroying E. coli, Salmonella, as well as other bacteria and other pathogens that present risk to consumers.
AGRIFORCE Growing Systems Ltd. ("the Company") (NASDAQ: AGRI; AGRIW) an intellectual property (IP)-focused AgTech company dedicated to advancing sustainable cultivation and crop processing across multiple verticals, has entered into an exclusive worldwide licensing agreement with Radical Clean Solutions Ltd. (RCS), to commercialize their new proprietary hydroxyl generating devices within the controlled environment AGRIculture (CEA) and food manufacturing industries. The patent pending system seeks out and destroys both airborne and surface-based mold, bacteria, virus, odorous and volatile organic compounds (VOCs), as well as other pathogens and pollutants in real-time. The license grants the rights to AGRIFORCE in perpetuity as well as joint patent ownership rights for CEA.
Ingo Mueller, CEO of AgriFORCE Growing Systems, commented: "Adding to the momentum of our recent definitive agreement to acquire Delphy Groep BV (Delphy) (Delphy), we are thrilled to work with Radical Clean Solutions to start commercializing another set of solutions, which address some of the most important problem areas in the CEA and food manufacturing sectors. According to Food and Agricultural Organization (FAO) reports ( 1) , it is estimated that mycotoxin (mold) affects nearly 25% of the world's crops. In addition to mold, airborne pathogens, such as COVID-19, contribute to significant loss of personnel due to sick leave, which is evident by the massive supply chain issues that have affected the industry during the current pandemic. Moreover, by destroying bacteria such as E. coli and Salmonella, manufacturers can potentially avoid costly recalls, which have both a financial and lasting brand impact.
Mueller continued, "Through the implementation of this technology, we believe our end users will not only improve their bottom line, but also better protect the safety of their employees and consumers. AgriFORCE is ideally suited to deploy this technology on a global scale by initially leveraging Delphy's customer base, as well as the deep industry knowledge and relationships of their experienced management team. In addition, we look forward to deploying the system within our own GrowHouse facilities, which we believe will further enhance yields and improve profitability. Overall, this license agreement is closely aligned with our mission of delivering Clean, Green, Better AgTech."
Roger M. Slotkin, CEO of Radical Clean Solutions, added: "We at RCS are proud to not only be a integral solution for AgriFORCE's patented growing systems to ensure a mold and pathogen free environment, but also to have the opportunity to work directly with the seasoned management team of AgriFORCE as our exclusive, worldwide licensee for the marketing, sale and distribution of our products to the Controlled Environment Agriculture and food production/manufacturing industries. Unlike virtually all "air cleaning technologies" on the market today, the Radical solution does not simply filter or treat the air that passes through it. Our hydroxyl technology is dispersed throughout the environment in which it operates, thereby sanitizing all surfaces, materials, equipment and the very air itself. It does so through a natural, chemical-free process that is 100% harmless to people, pets and plants."
(1) Alshannaq A, Yu JH. Occurrence, toxicity, and analysis of major mycotoxins in food. International Journal of Environmental Research and Public Health. 2017;14(6):632. DOI: 10.3390/ijerph14060632
About Radical Clean Solutions Ltd
Radical Clean Solutions has developed an advanced product line consisting of "smart hydroxyl generation systems" focused on numerous industry verticals that is proven to eliminate 99.99+% of all pathogens, virus, mold, volatile organic compounds (VOCs) and allergy triggers. Applications for the system range from home, office, medical and senior care facilities to restaurants, transportation and more. Radical's goal is to create a safe and healthy world, especially in light of the recent COVID pandemic.
About AgriFORCE AGRIFORCE Growing Systems Ltd. (NASDAQ: AGRI; AGRIW) is an AgTech company focused on the development and acquisition of crop production know-how and intellectual property augmented by advanced AgTech facilities and solutions. Looking to serve the global market, the Company's current focus is on North America, Europe and Asia. The AGRIFORCE vision is to be a leader in delivering plant-based foods and products through advanced and sustainable AgTech solution platforms that make positive change in the world—from seed to table. The AGRIFORCE goal: Clean. Green. Better. Additional information about AGRIFORCE is available at: www.AGRIforcegs.com.
Follow AgriFORCE on Twitter: @agriforcegs. Follow AgriFORCE on Facebook: AgriFORCE Growing Systems Ltd. Connect with AgriFORCE on LinkedIn: AgriFORCE Growing Systems Ltd.
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
Company Contact: (AgriForce) Ian Pedersen Tel: (604) 757-0952 Email: ipedersen@agriforcegs.com
Company Contact : ( Radical Clean Solutions ) Roger M. Slotkin, CEO Email: rms@radicalcleansolutons.com
Investor Relations: Crescendo Communications, LLC David Waldman/Natalya Rudman Tel: (212) 671-1021 Email: AGRI@crescendo-ir.com
Media Relations: AHA Creative Strategies Inc. Ruth Atherley Tel: (604) 846-8461 Email: ruth@ahacreative.com
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Shares of Canopy Growth (NASDAQ:CGC,TSX:WEED) were dropped from a benchmark index in Canada, reflecting the company's poor performance in the stock market.
Also this week, a beverage manufacturer that plans to bet heavily on the cannabis industry began to set the stage for its entry with its most recent quarterly report.
Keep reading to find out more cannabis highlights from the past five days.
One of the biggest cannabis companies in Canada was removed this past week from the S&P/TSX 60 Index (INDEXTSI:TX60), which contains large-cap companies in the Canadian equities market.
The move comes as part of a scheduled quarterly review from the overseer of the index, S&P Dow Jones Indices
Canopy was originally added to the index in April 2019. At the time, the company called the addition a “major accomplishment." Since then, Canopy shares have declined in value by nearly 90 percent. The company was trading at C$56.31 when it was first added, and was at just C$8.18 as of this Thursday's (March 10) close.
On Thursday, soda maker Jones Soda (CSE:JSDA,OTCQB:JSDA) released its Q4 and full 2021 results.
Jones Soda is pursuing the development of THC- and CBD-infused beverages, and plans to leverage its drink-making experience and promotion of novel beverages. As part of its report, the firm indicates that it incurred US$0.4 million in cannabis-related business expenses as it sets up for its official launch.
“Additionally, we are planning to launch our cannabis portfolio by the end of Q1 and expect it will be an immediate hit with consumers as we leverage the strength and community of the Jones Soda brand,” Mark Murray, president and CEO of Jones Soda, said in a statement.
The firm recently listed its shares on the Canadian Securities Exchange in alignment with its cannabis intentions and as a way to “increase the liquidity of our shares and appeal to a broader investor base.”
Jones Soda reported a net loss for the Q4 period of US$1.3 million, which the firm said was due to its cannabis business expenses. For the year, the company reported a US$1.8 million net loss, an improvement from the US$3 million reported during the previous period.
Shares of the company have jumped since releasing its financial report. As of 10:50 a.m. EST on Friday (March 11), Jones Soda was up 21.43 percent in value for a price point of C$0.85 per share in Canada.
Don't forget to follow us @INN_Cannabis for real-time updates!
Securities Disclosure: I, Bryan Mc Govern, hold no direct investment interest in any company mentioned in this article.
Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), a physician-led, science-focused cannabis company and IP incubator, today reported financial results for its fourth quarter and full year ended December 31, 2021 . All currency figures referenced in this press release reflect U.S. dollar amounts.
"Our fourth quarter results reflected continued growth across most of our markets, but we continued to experience the negative impact of crop loss in Arizona we've previously discussed which occurred during the third quarter," said Chairman and Chief Executive Officer, Kyle Kingsley , M.D. "Wholesale sales in Arizona increased sequentially as compared to Q3, but the loss of biomass continued to impact gross margin performance. Revenue increased across the rest of our operating markets in Q4, and we're looking forward to contributions from flower sales beginning in Minnesota in Q1 and adult use sales in New Mexico in Q2."
"Smokeable flower sales began in Minnesota's medical market on March 1 , and early indications suggest Minnesota flower sales will be our strongest driver of revenue growth until adult use sales commence in the State of New York . We continue to focus on the development of our new dispensaries in New York , as well as the construction of our new indoor cultivation facility, and expect these activities to continue through the closing of the previously-announced, pending transaction to be acquired by Verano Holdings Corp. Finally, given this pending transaction, we no longer intend to provide frequent updates of our future performance expectations, and as a result are withdrawing our previous outlook at this time."
Summary of Key Financial Metrics
Revenue (excl. PA, OH, and AZ dispensary)
SG&A Expenses (% of Sales)
Total revenue of $54.4 million increased by 10.6 percent as compared to fiscal year 2020, including the Company's former subsidiaries in Pennsylvania and Ohio , and its former dispensary in Arizona . Excluding contributions from Pennsylvania , Ohio , and Arizona retail, full year revenue increased 30.8 percent. Retail revenue excluding Arizona and Pennsylvania increased 33.3 percent to $39.6 million in 2021 and reflected growth in each of the Company's retail markets. Wholesale revenue, excluding Pennsylvania and Ohio , increased by 21.3 percent to $9.7 million .
Gross profit was $19.8 million , or 36.4 percent of revenue, as compared to gross profit of $17.1 million or 34.8 percent of revenue in last year. The relative improvement in gross profit margin was driven by higher throughput and decreased fixed costs per unit across most markets, offset by increased costs and the previously disclosed impact of crop loss in Arizona due to weather during the third quarter.
Total operating expenses were $40.3 million , or roughly flat compared to $40.2 million in fiscal year 2020. Increases in salaries and wages, professional fees, general and administrative expenses, and amortization and depreciation expenses were offset by a reduction in share-based compensation as compared to the prior year. The increase in salaries and wages, and general and administrative expenses was driven by significant operational buildout across the Company's various operating markets, and the reduction in share-based compensation was driven by the non-recurrence of warrant vesting which occurred in fiscal year 2020.
Total other expenses were $9.1 million , compared to other income of $8.9 million during fiscal year 2020 which resulted primarily from the divestiture of the Company's former subsidiaries in Pennsylvania . The increase in other expense is primarily attributable to increased interest expense of $5.5 million in 2021 driven by the issuance of promissory notes, impairment charges of $5.2 million related to adjustments in the fair value of long-lived assets in Arizona and Nevada , and the non-recurrence of a gain on the sale of the Company's former subsidiaries in the state of Pennsylvania during the prior year, partially offset by a derivative loss in 2020 of $6.3 million .
EBITDA, as described in accompanying disclosures and footnotes, was a loss of $15.1 million , compared to a loss of $6.0 million in fiscal year 2020. Adjusted EBITDA was a loss of $9.1 million , as compared to a loss of $5.2 million in fiscal year 2020. Please refer to the Supplemental Information and Reconciliation of Non-GAAP Financial Measures at the end of this press release for additional information.
Net loss in 2021 was $33.7 million , compared to a loss of $22.9 million in fiscal year 2020. The variance compared to the prior year was driven by increased operating and other expenses and higher interest expenses, as well as the non-recurrence of the gain on disposition of assets in the prior year.
Total revenue in the fourth quarter was $13.7 million , an increase of 10.5 percent as compared to Q4 2020. Excluding contributions from Pennsylvania , Ohio , and Arizona retail, total revenue increased 23.8 percent. Retail revenue excluding Arizona and Pennsylvania increased 33.8 percent to $10.8 million in Q4 2021 and reflected growth in each of the Company's other retail markets. Wholesale revenue, excluding Pennsylvania and Ohio declined by 5.6 percent to $2.2 million , with the decline primarily driven by continued impact of crop loss in Arizona which occurred during the third quarter, partially offset by growth in New York and Maryland .
Gross profit was $2.2 million , or 15.8 percent of revenue, as compared to gross profit of $5.3 million or 42.7 percent of revenue in Q4 last year. The decline in gross profit margin was primarily driven by the impact of previously disclosed crop loss in Arizona due to weather which occurred during the third quarter and continued to impact Q4 results, as well as increased production and fixed costs related to improvements in flower quality in New York , and lower market pricing in Maryland .
Total operating expenses in the fourth quarter were $10.1 million , an increase of $2.6 million as compared to $7.5 million in the fourth quarter of 2020. The increase in total expenses was attributable to increased general and administrative expenses driven by operational buildouts and dispensary openings across the Company's operational footprint as compared to the prior year quarter.
Total other expenses were $3.5 million during Q4 2021, compared to other income of $2.0 million in Q4 2020. The variance in other expenses was primarily attributable to increased interest expenses driven by the issuance of long-term debt and impairment charges related to adjustments in the fair value of long-lived assets in Arizona and Nevada , partially offset by a one-time gain on the disposal of assets of $6.5 million related to the sale of the Company's former dispensary and licenses in Arizona .
EBITDA, as described in accompanying disclosures and footnotes, was a loss of $5.9 million during Q4 2021, compared to a gain of $1.2 million in Q4 2020. Adjusted EBITDA was a loss of $4.4 million in Q4 2021, as compared to a gain of $0.1 million in Q4 2020. Please refer to the Supplemental Information and Reconciliation of Non-GAAP Financial Measures at the end of this press release for additional information.
Net loss in Q4 2021 was $12.7 million , as compared a loss of $2.3 million in Q4 2020. The variance compared to the prior year was driven by increased production costs, operating and other expenses, offset partially by the gain on the disposition of the Company's former dispensary in Arizona during the quarter.
On October 28, 2021 , the Company received regulatory approval of its previously-announced acquisition of a dispensary license and certain related assets in Baltimore, Maryland . The transaction closed during the fourth quarter, bringing the Company's total number of operating dispensaries in Maryland to two.
On October 30, 2021 , the Company announced that its wholly-owned subsidiary, Vireo Health of New York began selling whole flower cannabis products at its dispensaries and via its home delivery service in New York .
On November 2, 2021 , the Company announced that it had entered into an agreement to sell its Arizona cannabis licenses, all remaining inventory and equipment at its Phoenix dispensary, the Phoenix dispensary property lease and all revenue producing dispensary contracts in an all-cash transaction valued at approximately $15.0 million . The transaction closed during the fourth quarter. The Company continues to operate an 18-acre outdoor cultivation facility in Amado under a cultivation management agreement with the purchaser-licensee, at which the Company produces and sells cannabis flower through the wholesale sales channel in Arizona .
On December 7, 2021 , the Company announced the launch of its new line of Hi-Color™ cannabis edibles in Maryland . Hi-Color gummies are now available in Maryland's wholesale and retail channels, selling in three different formulations and five gourmet flavors. The Company plans to introduce Hi-Color™ cannabis edibles across its various operating markets as regulations allow.
On February 1, 2022 , the Company announced that it has entered into a definitive arrangement agreement with Verano Holdings Corp. pursuant to which Verano will acquire all of the issued and outstanding shares of the Company in an all-share transaction valued at the time of announcement of approximately US $413 million on a fully-diluted basis. Under the terms of the Arrangement Agreement, each holder of Goodness Growth subordinate voting shares will receive 0.22652 of a Verano Class A subordinate voting share for each Goodness Growth subordinate voting share held and each holder of Goodness multiple voting shares and Goodness Growth super voting shares will receive 22.652 Verano Shares for each Goodness Growth multiple voting share and Goodness Growth super voting share held, respectively. The transaction is subject to the approval of shareholders; the approvals of the Supreme Court of British Columbia ; receipt of U.S. regulatory approvals, including pursuant to the Hart–Scott–Rodino Antitrust Improvements Act and New York State regulatory requirements; and other customary conditions of closing.
On March 1, 2022 , the Company began the sale of smokeable cannabis flower in Minnesota's medical cannabis program. At launch, the Company had six strains of flower available at all eight of its Green Goods™ dispensaries in Minnesota . Select strains of the Company's smokeable cannabis flower are also being distributed through the wholesale channel in Minnesota , and are available for purchase at all registered medical cannabis dispensaries in the state to help ensure that all Minnesotans have access to cannabis flower.
As of December 31, 2021 , the Company had 128,111,328 equity shares issued and outstanding on an as-converted basis, and 155,733,615 shares outstanding on an as-converted, fully diluted basis.
As of December 31, 2021 , total current assets were $41.6 million , including cash on hand of $15.2 million , which does not include $3.0 million in cash proceeds net of deferred financing costs from the upsizing of the Company's credit facility with Chicago Atlantic Group and its affiliates, which was received during the first quarter of fiscal year 2022. Total current liabilities were $16.4 million .
About Goodness Growth Holdings, Inc.
Goodness Growth Holdings, Inc., is a physician-led, science-focused holding company whose mission is to bring the power of plants to the world. The Company's operations consist primarily of its multi-state cannabis company subsidiary, Vireo Health, and its science and intellectual property incubator, Resurgent Biosciences. The Company manufactures proprietary, branded cannabis products in environmentally friendly facilities and state-of-the-art cultivation sites, and distributes its products through its growing network of Green Goods® and other retail locations and third-party dispensaries. Its team of more than 500 employees are focused on the development of differentiated products, driving scientific innovation of plant-based medicines and developing meaningful intellectual property. Today, the Company is licensed to grow, process, and/or distribute cannabis in eight markets and operates 18 dispensaries across the United States . For more information about Goodness Growth Holdings, please visit www.goodnessgrowth.com .
Additional information relating to the Company's full year 2021 results will be available on EDGAR and SEDAR on March 11, 2022 . Goodness Growth refers to certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and adjusted EBITDA (defined as earnings before interest, taxes, depreciation, and amortization, less certain non-cash equity compensation expense, one-time transactions, and other non-recurring non-cash items. These measures do not have any standardized meaning and may not be comparable to similar measures presented by other issuers. Please see the Supplemental Information and Reconciliation of Non-GAAP Financial Measures at the end of this news release for more detailed information regarding non-GAAP financial measures.
This press release contains "forward-looking information" within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this press release constitutes "financial outlooks" within the meaning of applicable United States or Canadian securities laws, such information is being provided as preliminary financial results and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as "should," "looking forward," "may," "continues," "anticipate," "expect," "strategy," "outlook," "will," "believe," "range," "subject to," and "pending," or variations of such words and phrases. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein and in our Annual Report on Form 10-K filed with the Securities Exchange Commission. Our actual financial position and results of operations may differ materially from management's current expectations and, as a result, our revenue, adjusted EBITDA, and cash on hand may differ materially from the values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management's experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.
Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, risks related to the timing of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to the COVID-19 pandemic; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws in the United States relating to cannabis operations in the United States and any changes to such laws; operational, regulatory and other risks; execution of business strategy; management of growth; difficulty to forecast; conflicts of interest; risks inherent in an agricultural business; liquidity and additional financing; the timing of adult-use sales in New Mexico and New York ; the Company's ability to meet the demand for flower in Minnesota ; risk of delay in consummation of or failure to consummate the transaction with Verano; and risk factors set out in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 , which is available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company's profile on SEDAR at www.sedar.com .
The statements in this press release are made as of the date of this release. Forward-looking statements in this press release, other than the statements regarding the proposed arrangement with Verano, do not assume the consummation of such proposed arrangement unless specifically stated otherwise. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.
The financial information reported in this news release is based on audited financial statements for the fiscal year ended December 31, 2021 and unaudited condensed interim consolidated financial statements for the fiscal quarter ended December 31, 2021 . All financial information contained in this news release is qualified in its entirety with reference to such financial statements. To the extent that the financial information contained in this news release is inconsistent with the information contained in the Company's audited financial statements, the financial information contained in this news release shall be deemed to be modified or superseded by the Company's audited financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2021 AND 2020
(Amounts Expressed in United States Dollars, Except for Share Amounts)
Accounts receivable, net of allowance for doubtful accounts of $572,080 and $132,490 respectively
Prepayments and other current assets
Accounts Payable and Accrued liabilities
Convertible notes, net of issuance costs
Subordinate Voting Shares ($- par value, unlimited shares authorized; 81,298,228 shares issued and outstanding)
Multiple Voting Shares ($- par value, unlimited shares authorized; 402,720 shares issued and outstanding)
Super Voting Shares ($- par value; unlimited shares authorized; 65,411 shares issued and outstanding, respectively)
Total liabilities and stockholders' equity
THREE MONTHS AND YEAR ENDED DECEMBER 31, 2021 AND 2020
(Amounts Expressed in United States Dollars, Except for Share Amounts)
Loss on sale of property and equipment
Gain on disposal of assets held for sale
Net loss and comprehensive loss
Net loss per share - basic and diluted
Weighted average shares used in computation of net loss per share
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts Expressed in United States Dollars, Except for Share Amounts)
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred Gain/Loss Sale Leaseback
Loss on Sale of Property and Equipment
Gain on disposal of AZ dispensary
Gain on disposal of OMS
Gain on disposal of PDS
Gain on disposal of business MWH
Gain on disposal of business PAMS
Loss on disposal of HG
Change in operating assets and liabilities:
Accounts payable and accrued liabilities
Change in assets and liabilities held for sale
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of AZ dispensary net of cash
Proceeds from sale of PAMS net of cash
Proceeds from sale of PDS net of cash
Proceeds from sale of HG net of cash
Proceeds from sale of OMS net of cash
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of shares
Proceeds from long-term debt, net of issuance costs
Net cash provided by financing activities
Net change in cash and restricted cash
Cash and restricted cash, beginning of period
Cash and restricted cash, end of period
Reconciliation of Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA are non-GAAP measures and do not have standardized definitions under GAAP. The following information provides reconciliations of the supplemental non-GAAP financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
Depreciation included in cost of goods sold
Loss on impairment of long-lived assets
Gain on sale of discontinued operations
Costs associated with the IFRS to GAAP transition
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SOURCE Goodness Growth Holdings, Inc.
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Green Thumb Industries Inc. (Green Thumb) (CSE: GTII) (OTCQX: GTBIF), a leading national cannabis consumer packaged goods company and owner of Rise dispensaries, today announced the resignation of Wes Moore from its board of directors. Moore joined Green Thumb's board of directors in 2018 and served on the audit and compensation committee.
"On behalf of our entire team, I'd like to thank Wes for his many contributions to Green Thumb," said Founder and Chief Executive Officer Ben Kovler. "As an entrepreneur, executive, combat veteran and social advocate, Wes has provided us with invaluable perspective and leadership, and we appreciate his dedication to our mission and his dedication to equity in the industry and social justice."
Wes Moore added: "I am grateful for the opportunity to have served on Green Thumb's board of directors and to have witnessed the growth and success of the company first-hand. I'm proud of the work we did to diversify the board and the industry as a whole. We need to ensure we have the right leaders at the table of this emerging industry, and I look forward to following their important work of promoting well-being through cannabis."
The non-executive Green Thumb directors on the board include:
Wendy Berger , Real Estate Subject Matter Expert: Principal, WBS Equities, LLC., which specializes in ground-up construction, renovation, development, sale leaseback transactions and acquisitions.
William Gruver , Former Chief Administrative Officer of the Equities Division of Goldman Sachs, decorated Navy Veteran and experienced Audit Committee chair.
Dorri McWhorter , CEO of YMCA of Metropolitan Chicago and experienced social change executive. Serves on the boards Lifeway Foods Inc., Skyway Concession Company and William Blair Funds.
Swati Mylavarapu , Compliance Subject Matter Expert: Founder and Managing Partner, Incite.org., a hybrid incubator and investment fund.
Glen Senk , Retail Subject Matter Expert: Chairman and CEO of Front Row Partners, a retail and consumer business investment firm. Current Executive Chairman and director of Boden, director of Aritzia and former CEO and director of Urban Outfitters, Inc.
Green Thumb Industries Inc. ("Green Thumb"), a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while giving back to the communities in which it serves. Green Thumb manufactures and distributes a portfolio of branded cannabis products including Beboe, Dogwalkers, Doctor Solomon's, Good Green, incredibles and RYTHM. The company also owns and operates rapidly growing national retail cannabis stores called Rise. Headquartered in Chicago, Illinois, Green Thumb has 17 manufacturing facilities, 76 open retail locations and operations across 15 U.S. markets. Established in 2014, Green Thumb employs approximately 3,800 people and serves millions of patients and customers each year. The company was named to Crain's Fast 50 list in 2021 and a Best Workplace by MG Retailer magazine in 2018, 2019 and 2021. More information is available at www.GTIgrows.com .
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Gage Growth Corp. ("Gage") and TerrAscend Corp. ("TerrAscend") have completed the previously announced court-approved plan of arrangement under the Canada Business Corporations Act whereby TerrAscend has acquired all of the issued and outstanding subordinate voting shares of Gage.
Gage Growth Corp. will be delisted at market close today March 10, 2022.
For further information please see the Gage press release.
Gage Growth Corp. (« Gage ») et TerrAscend Corp. (« TerrAscend ») ont conclu le plan d'arrangement précédemment annoncé et approuvé par le tribunal en vertu de la Loi canadienne sur les sociétés par actions, selon lequel TerrAscend a acquis toutes les actions à droit de vote subalterne émises et en circulation de Gage.
Gage Growth Corp. sera radiée à la clôture du marché aujourd'hui le 10 mars 2022.
Pour plus d'informations, veuillez consulter le communiqué de presse de Gage.
Market Close/Clôture du marchés le 10 mars/March 2022
If you have any questions or require further information, please contact Listings at (416) 367-7340 or E-mail: Listings@thecse.com.
Pour toute question, pour obtenir de l'information supplémentaire veuillez communiquer avec le service des inscriptions au 416 367-7340 ou par courriel à l'adresse: Listings@thecse.com.
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TerrAscend Corp. ("TerrAscend" or the "Company") (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis multi-state operator, and Gage Growth Corp. ("Gage") (CSE: GAGE, OTCQX: GAEGF), a leading high-quality premium cannabis brand and operator, today announced that they have completed their previously announced court-approved plan of arrangement under the Canada Business Corporations Act (the "Transaction"), whereby TerrAscend has acquired all of the issued and outstanding subordinate voting shares (the "Gage Shares") of Gage.
"I believe the combination of TerrAscend and Gage has created one of the most compelling and differentiated operators in the North American cannabis industry," said Jason Wild , Executive Chairman of TerrAscend. "Our proven cultivation and manufacturing expertise, proprietary flower strains, and top-selling brands position us to deliver exceptional retail experiences and products for our patients and customers."
As previously announced, the Transaction was effected by way of a court-approved plan of arrangement pursuant to the Canada Business Corporations Act , where shareholders of Gage (the "Gage Shareholders") received 0.3001 of a common share of TerrAscend for each Gage Share (or equivalent) held (the "Exchange Ratio"). At closing, TerrAscend issued an aggregate of 51.3 million common shares to former Gage shareholders. In addition, up to 25.8 million TerrAscend common shares are reserved for issuance in connection with the exercise or exchange of former Gage convertible securities that will be satisfied with TerrAscend common shares if and when exercised or exchanged.
Gage is now a wholly-owned subsidiary of TerrAscend. In connection with the Transaction, Gage Shares will be delisted from the CSE effective at the close of trading today, and Gage intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and terminate Gage's public reporting obligations in the near term.
TerrAscend did not own or control, directly or indirectly, any Gage Shares prior to the Transaction. Upon closing the Transaction, TerrAscend beneficially owns or controls 144,339,663 Gage Shares, 1,433,000 super voting shares of Gage and 5,330 exchangeable shares of Spartan Partners Corporation, a subsidiary of Gage. An early warning report in respect of TerrAscend's acquisition of all of the issued and outstanding securities of Gage will be filed on SEDAR and made available under Gage's issuer profile at www.sedar.com and a copy can be obtained by contacting TerrAscend at the number below.
Registered shareholders of Gage are reminded that, pursuant to the letter of transmittal that was mailed to them as part of the materials delivered in connection with the special meeting of Gage shareholders held on November 11, 2021 , in order to receive the TerrAscend shares to which they are entitled, registered holders of Gage Shares are required to deposit the share certificate(s) or DRS statements representing their Gage Shares, together with a duly completed letter of transmittal, with Odyssey Trust Company, the depositary for the Transaction. For more information on the Transaction, please see the news releases previously issued by TerrAscend and Gage, along with Gage's management information circular dated October 12, 2021 , all of which are available at www.sedar.com .
The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Norton Rose Fulbright acted as Canadian and U.S. legal counsel to TerrAscend. ATB Capital Markets Inc. and Haywood Securities Inc. acted as independent financial advisors to the TerrAscend Special Committee and Stikeman Elliott LLP acted as independent legal counsel to the TerrAscend Special Committee.
Dentons Canada LLP acted as legal counsel to Gage in Canada and Dickinson Wright PLLC acted as legal counsel to Gage in the United States . Eight Capital acted as independent financial advisor to the Gage Special Committee and Clarus Securities acted as independent financial advisor to the Gage Board.
TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania , New Jersey , Michigan and California , licensed cultivation and processing operations in Maryland and licensed production in Canada . TerrAscend operates The Apothecarium and Gage dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend's cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns several synergistic businesses and brands, including Gage Cannabis, The Apothecarium, Ilera Healthcare, Kind Tree, Prism, State Flower, Valhalla Confections, and Arise Bioscience Inc. For more information, visit www.terrascend.com .
Gage is innovating and curating the highest quality cannabis experiences possible for cannabis consumers in the state of Michigan and Canada , and bringing internationally renowned brands to market. Through years of progressive industry experience, the firm's founding partners have successfully built and grown operations with federal and state licenses, including cultivation, processing and retail locations. For more information about Gage Growth Corp., visit www.gagecannabis.com or www.gageinvestors.com .
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, "may", "would", "could", "will", "likely", "expect", "anticipate", "believe, "intend", "plan", "forecast", "project", "estimate", "outlook" and other similar expressions. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.
Forward-looking statements in this news release include, but are not limited to: statements with respect to the anticipated benefits associated with the acquisition of Gage, including the anticipated effects on TerrAscend's future performance. Actual results and developments may differ materially from those contemplated by these statements.
Such forward-looking statements are based on certain assumptions regarding TerrAscend and Gage, including anticipated benefits from the Transaction, and expected growth, results of operations, performance, industry trends and growth opportunities. While TerrAscend and Gage consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect.
Among other things, there can be no assurance that the anticipated benefits from the Transaction will be achieved. Readers are cautioned not to place undue reliance on forward-looking statements.
Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: current and future market conditions; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States ; with respect to TerrAscend, the risk factors described in our Registration Statement on Form 10 and other filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov , and other filings with Canadian securities regulators, including TerrAscend's management information circular dated October 4, 2021 , and TerrAscend's most recently filed MD&A, both filed with the Canadian securities regulators and available under TerrAscend's profile on SEDAR at www.sedar.com , and with respect to Gage, the risk factors set out in Gage's most recently filed MD&A, filed with the Canadian securities regulators and available under Gage's profile on SEDAR at www.sedar.com .
The statements in this press release are made as of the date of this release. TerrAscend and Gage disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
This press release includes market and industry data that has been obtained from third party sources, including industry publications. Each of TerrAscend and Gage believes that the industry data is accurate and that its estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, neither TerrAscend nor Gage has independently verified any of the data from third party sources referred to in this press release or ascertained the underlying economic assumptions relied upon by such sources.
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Select ™ Live Rosin vapes and concentrates offer unrivaled strain-specific flavor and terpene experiences
Curaleaf Holdings, Inc. (CSE: CURA OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, today launched Select Live Rosin, the Company's first line of solventless extracts, to patients across Florida . The products will initially launch at 12 Curaleaf locations and will continue to expand statewide by April 7th .
Select Live Rosin builds upon the brand's existing collection of premium oil products, including Elite, Elite Live and Essentials, and is formulated for experienced cannabis consumers looking for more flavorful, true-to-flower experiences. The products feature an aromatic, pure cannabis flavor created through the Company's live harvesting, flash-freezing and gentle solventless extraction processes that preserve the natural integrity of each strain's terpenes and cannabinoids. Curaleaf's proprietary water-based extraction process eliminates the waste and inefficiencies associated with live rosin manufacturing. This scalable technology allows Curaleaf to offer Select Live Rosin vapes and concentrates at a more accessible price point for patients seeking premium, true-to-flower experiences.
"We are proud to expand our product offerings in Florida to serve our patients' increasingly sophisticated preferences," said Matt Darin , President of Curaleaf US. "Curaleaf's R&D strategy is rooted in delivering novel and exceptional customer experiences, and introducing affordably priced live rosin products along with high-quality vape hardware not only reimagines what is possible for the Company, but for the industry at large."
Select Live Rosin vapes and concentrates will be available in Florida this month and will be followed by Select X Bites in the coming weeks. For more information on product availability, please visit https://selectcannabis.com/find-us .
About Curaleaf Holdings Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF ) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf and Select, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. In the United States , Curaleaf currently operates in 23 states with 127 dispensaries, 26 cultivation sites, and employs over 5,600 team members. Curaleaf International is the largest vertically integrated cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com .
Forward Looking Statements This media advisory contains forward–looking statements and forward–looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or, "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward–looking statements and information concerning the launch of new products in Florida . Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed March 9, 2022 , which is available under the Company's SEDAR profile at http://www.sedar.com , and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward looking statements contained in this press release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
INVESTOR CONTACT Curaleaf Holdings, Inc. Investor Relations IR@curaleaf.com
MEDIA CONTACT Curaleaf Holdings, Inc. Tracy Brady , VP Corporate Communications media@curaleaf.com
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