Canopy USA Converts CAD$125.5 Million in TerrAscend Debt to Exchangeable Shares at CAD$5.10 per Share

Transaction increases Canopy USA's conditional ownership in TerrAscend from 12.0% to 18.2% with the ability to own 23.4% upon the exercise of newly issued warrants

Significant deleveraging event for TerrAscend as it has now retired USD$120 million ( CAD$160 million ) of debt in recent weeks, reducing annual cash interest expense by USD$10 million ( CAD$13.5 million )

TerrAscend Corp. (" TerrAscend ") (CSE:TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced it has entered into an arrangement dated December 9 2022 with Canopy USA LLC ("Canopy USA ") and certain of its subsidiaries to convert CAD$125.5 million in aggregate loans plus accrued interest in exchange for 24,601,467 exchangeable shares in the capital of TerrAscend (the "Exchangeable Shares") at a notional price of CAD$5.10 per Exchangeable Share and 22,474,130 new common share purchase warrants (the "New Warrants" and together with the Exchangeable Shares, the "New Securities") to acquire common shares in the capital of TerrAscend (the "Common Shares") at a weighted average exercise price of CAD$6.07 per common share.

Jason Wild , Executive Chairman of TerrAscend, stated, "Canopy USA continues to be a trusted investor and partner. We thank them for their continued support as they increase their conditional ownership in the Company. This transaction, combined with the recent USD$30 million pay down of our Michigan loan, materially improves our balance sheet and reduces annual interest expense by approximately USD$10 million ."

TerrAscend, TerrAscend Canada Inc. and Arise Bioscience, Inc. (collectively, "TerrAscend Entities") and Canopy USA , Canopy USA I Limited Partnership ("Canopy USA LP I") and Canopy USA III Limited Partnership ("Canopy USA LP III") entered into a Debt Settlement Agreement pursuant to which the TerrAscend Entities shall deliver to Canopy USA LP I and Canopy USA LP III an aggregate of 24,601,467 Exchangeable Shares and New Warrants with exercise prices ranging from CAD$3.74 to CAD$17.19 as consideration for extinguishing the debt obligations, including all principal and interest on the amounts outstanding thereunder. All of the New Warrants expire on December 31, 2032 . Additionally, all of the existing warrants held by Canopy USA LP I and Canopy USA LP III consisting of 22,474,130 warrants (the "Prior Warrants") originally issued to Canopy Growth Corporation and RIV Capital Corporation (previously Canopy Rivers Corporation) between 2019 and 2020 have been canceled.

Following the issuance of the New Securities, Canopy USA holds 63,492,037 Exchangeable Shares and 22,474,130 New Warrants and is deemed to own 1,072,450 Common Shares that are subject to an option for an aggregate exercise price of $1.00 (the "Option"). The Exchangeable Shares can be converted to common shares at Canopy USA LP I and Canopy USA LP III's option, subject to the federal legalization of marijuana in the United States and compliance with applicable exchange listing rules. With the addition of the Exchangeable Shares, Canopy USA's conditional ownership in TerrAscend increased from 12.0% to 18.2%. Assuming the exercise of the 22,474,130 New Warrants and the Option to acquire 1,072,450 Common Shares, Canopy would hold approximately 23.4% of TerrAscend on a partially-diluted basis.

The Canadian Securities Exchange ("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.

About TerrAscend

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 .

Canadian Early Warning Reporting Requirements for Canopy USA

Canopy USA's beneficial ownership (as defined under Canadian securities laws) interest is by virtue of its control of Canopy USA LP I, Canopy USA II Limited Partnership (" Canopy USA LP II ") and Canopy USA LP III (collectively, the " Canopy USA LPs "). 5,349,020 Exchangeable Shares were issued to Canopy USA LP I and 19,252,447 Exchangeable Shares were issued to Canopy USA LP III. The New Warrants were issued as follows: 473,601 New Warrants to Canopy USA LP I with an exercise price of CAD$3.74 (the " LP I A Warrants "); 1,679,132 New Warrants to Canopy USA LP III with an exercise price of CAD$3.74 (the " LP III A Warrants "); 3,444,373 New Warrants to Canopy USA LP I with an exercise price of CAD$5.14 (the " LP I B Warrants "); 12,211,869 New Warrants to Canopy USA LP III with an exercise price of CAD$5.14 (the " LP III B Warrants "); 489,657 New Warrants to Canopy USA LP I with an exercise price of CAD$5.95 (the " LP I C Warrants "); 1,736,057 New Warrants to Canopy USA LP III with an exercise price of CAD$5.95 (the " LP III C Warrants "); 73,419 New Warrants to Canopy USA LP I with an exercise price of CAD$6.49 (the " LP I D Warrants "); 260,304 New Warrants to Canopy USA LP III with an exercise price of CAD$6.49 (the " LP III D Warrants "); 423,936 New Warrants to Canopy USA LP I with an exercise price of CAD$15.28 (the " LP I E Warrants "); 1,503,047 New Warrants to Canopy USA LP III with an exercise price of CAD$15.28 (the " LP III E Warrants "); 39,322 New Warrants to Canopy USA LP I with an exercise price of CAD$17.19 (the " LP I F Warrants "); and 139,413 New Warrants to Canopy USA LP III with an exercise price of CAD$17.19 (the " LP III F Warrants "). Accordingly, following the issuance of the New Securities: (i) Canopy USA LP I is the registered owner of 5,349,020 Exchangeable Shares and the LP I A Warrants, the LP I B Warrants, the LP I C Warrants, the LP I D Warrants, the LP I E Warrants and the LP I F Warrants (collectively the " LP I Warrants "); (ii) Canopy USA LP II is the registered owner of the 38,890,570 Exchangeable Shares and the Option to acquire 1,072,450 Common Shares; and (iii) Canopy USA LP III is the registered owner of the 19,252,447 Exchangeable Shares and the LP III A Warrants, the LP III B Warrants, the LP III C Warrants, the LP III D Warrants, the LP III E Warrants and the LP III F Warrants (collectively the " LP I Warrants ").

Following the issuance of the New Securities, Canopy USA beneficially owns (as defined under Canadian securities laws), and exercises control or direction over, 63,492,037 Exchangeable Shares and 22,474,130 Warrants and is deemed to own 1,072,450 Common Shares that are subject to the Option, representing 100% of the issued and outstanding Exchangeable Shares on a non-diluted basis and approximately 25.3% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of 63,492,037 Exchangeable Shares into Common Shares and the exercise of the 22,474,130 Warrants and the Option to acquire 1,072,450 Common Shares. Canopy USA LP I beneficially owns (as defined under Canadian securities laws), and exercises control or direction over, 5,349,020 Exchangeable Shares and 4,944,308 New Warrants, representing approximately 8.4% of the issued and outstanding Exchangeable Shares and approximately 3.8% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of the Exchangeable Shares held by Canopy USA LP I into Common Shares and the exercise of the LP I Warrants. Canopy USA LP II beneficially owns (as defined under Canadian securities laws), and exercises control or direction over, 38,890,570 Exchangeable Shares and is deemed to own 1,072,450 Common Shares that are subject to the Option, representing approximately 61.3% of the issued and outstanding Exchangeable Shares and approximately 13.4% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of the Exchangeable Shares held by Canopy USA LP II into Common Shares and the exercise of the Option to acquire 1,072,450 Common Shares. Canopy USA LP III beneficially owns (as defined under Canadian securities laws), and exercises control or direction over, 19,252,447 Exchangeable Shares and 17,529,822 New Warrants, representing approximately 30.3% of the issued and outstanding Exchangeable Shares and approximately 12.5% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of the Exchangeable Shares held by Canopy USA LP III into Common Shares and the exercise of the LP III Warrants.

The issuance of the New Securities resulted in the issuance of an aggregate of 24,601,467 Exchangeable Shares and 22,474,130 New Warrants and the cancellation of 22,474,130 Prior Warrants beneficially owned by Canopy USA , representing an increase in Canopy USA's interest in the Common Shares of approximately 5.7% on a partially-diluted basis. The issuance of the New Securities resulted in the issuance of an aggregate of 5,349,020 Exchangeable Shares and 4,944,308 New Warrants to Canopy USA LP I and the cancellation of 2,105,718 Prior Warrants held by Canopy USA LP I, representing an increase in Canopy USA LP I's interest in the Exchangeable Shares (as Canopy USA LP I did not previously own Exchangeable Shares) and in the Common Shares of approximately 3.0% on a partially-diluted basis. The issuance of the New Securities did not result in a change of Canopy USA LP II's ownership interest in TerrAscend but resulted in a decrease in Canopy USA LP III's interest in the Exchangeable Shares of approximately 38.7% and no change to Canopy USA LP III's interest in the Common Shares on a partially-diluted basis. The issuance of the New Securities resulted in the issuance of an aggregate of 19,252,447 Exchangeable Shares and 17,529,822 New Warrants to Canopy USA LP III and the cancellation of 20,368,412 Prior Warrants held by Canopy USA LP III, representing an increase in Canopy USA LP III's interest in the Exchangeable Shares (as Canopy USA LP III did not previously own Exchangeable Shares) and in the Common Shares of approximately 6.1% on a partially-diluted basis.

Immediately prior to the issuance of the New Securities, Canopy USA beneficially owned (as defined under Canadian securities laws), and exercised control or direction over, 38,890,570 Exchangeable Shares and 22,474,130 Prior Warrants and was deemed to own 1,072,450 Common Shares that are subject to the Option, representing 100% of the issued and outstanding Exchangeable Shares and approximately 19.5% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of 38,890,570 Exchangeable Shares into Common Shares and the exercise of the 22,474,130 Prior Warrants and the Option to acquire 1,072,450 Common Shares. Canopy USA LP I beneficially owned (as defined under Canadian securities laws), and exercised control or direction over, 2,105,718 Prior Warrants, representing approximately 0.8% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of 2,105,718 Prior Warrants. Canopy USA LP II beneficially owned (as defined under Canadian securities laws), and exercised control or direction over, 38,890,570 Exchangeable Shares and was deemed to own 1,072,450 Common Shares that are subject to the Option, representing 100% of the issued and outstanding Exchangeable Shares and approximately 13.4% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of 38,890,570 Exchangeable Shares into Common Shares and the exercise of the Option. Canopy USA LP III beneficially owned (as defined under Canadian securities laws), and exercised control or direction over, 20,368,412 Prior Warrants, representing approximately 7.3% of the issued and outstanding Common Shares on a partially-diluted basis.

Canopy USA beneficially holds the Exchangeable Shares and New Warrants 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.

A copy of the early warning report filed by Canopy USA will be available under TerrAscend's profile on SEDAR at www.sedar.com or by contacting Canopy USA at (415) 882-0117.

TerrAscend's head office is located at P.O. Box 43125, Mississauga, Ontario L5B 4A7. Canopy USA's head office is located at 35715 Hwy 40, Ste D102, Evergreen, Colorado , 80439.

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 effects and potential benefits of the conversion of the loan with Canopy USA , including expectations with respect to the impact of the improvements to TerrAscend's balance sheet and other financial results; and the management's ability to achieve its goals and deliver value for TerrAscend's shareholders. Actual results and developments may differ materially from those contemplated by these statements. Such forward-looking statements are based on certain assumptions regarding expected growth, results of operations, performance, industry trends and growth opportunities. While TerrAscend considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. 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, TerrAscend's estimates of expenses and profitability; the success of TerrAscend's partnerships; 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 ; unfavorable conditions in the global economy, including financial and credit market fluctuations and uncertainty, rising inflation and interest rates; and the risk factors set out in 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 in the section titled "Risk Factors" in TerrAscend's Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 17, 2022 and as amended on March 24, 2022 .

The statements in this press release are made as of the date of this release. TerrAscend 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.

Caution Regarding Cannabis Operations in the United States

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States . Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States . Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve TerrAscend of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against TerrAscend. The enforcement of federal laws in the United States is a significant risk to the business of TerrAscend and any proceedings brought against TerrAscend thereunder may adversely affect TerrAscend's operations and financial performance.

SOURCE TerrAscend

View original content: https://www.newswire.ca/en/releases/archive/December2022/09/c5811.html

News Provided by Canada Newswire via QuoteMedia

Terrascend TER:CNX TRSSF Cannabis Investing

TER:CNX,TRSSF

TerrAscend to Participate in the 7th Annual Canaccord Genuity Global Cannabis Conference on May 18th in NYC

TerrAscend Corp. ("TerrAscend" or the "Company") (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced that its executive management team will participate in the Canaccord Genuity 7th Annual Global Cannabis Conference being held on May 18, 2023 in New York City .

Jason Wild , Chairman of the Board, will participate in a fireside chat with Matt Bottomley , Managing Director, Equity Research at Canaccord Genuity, on Thursday, May 18, 2023 , at 2:00 PM ET . Management, including Ziad Ghanem , Chief Executive Officer and Keith Stauffer , Chief Financial Officer, will host one-on-one meetings throughout the conference.

For more information, please click here .

About TerrAscend

TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania , New Jersey , Maryland , Michigan and California and retail operations 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, Legend, State Flower, and Valhalla Confections. For more information visit www.terrascend.com .

SOURCE TerrAscend

View original content to download multimedia: https://www.newswire.ca/en/releases/archive/May2023/17/c6059.html

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less

TerrAscend Celebrates the Opening of its Fifth Cookies Dispensary in Michigan

TerrAscend Corp. ("TerrAscend" or the "Company") (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced that its subsidiary, Gage Cannabis Co. ("Gage") recently launched sales at its new flagship cannabis provisioning center in Oxford, Michigan . Located at 450 South Glaspie St., Cookies Oxford is operated by Gage through a partnership with Cookies, the leading lifestyle and cannabis brand in North America . This is TerrAscend's fifth licensed Cookies dispensary in Michigan joining locations in Detroit Ann Arbor Kalamazoo and Jackson .

Cookies, a globally recognized cannabis company, offers a collection of over 70 proprietary cannabis cultivars and more than 2,000 products. Based in the Bay Area , Cookies' Co-Founder and CEO Berner is a prolific rapper and entrepreneur along with his partner, Jai, a highly respected cannabis cultivator and breeder. Cookies values the power of the plant and focuses on creating game-changing genetics.

Cookies Oxford carries the entire family of Cookies products, including but not limited to Cookies and Lemonnade. The store also sells a full suite of Gage products, including Gage pre-packaged and bulk flower, GAGE distillate carts and concentrates.

"We're very excited by the following and the demand that's growing for our brand in one of the biggest and most renowned cannabis markets," said Berner, Co-Founder and CEO of Cookies. "Cookies is proud to expand our partnership with TerrAscend and Gage in bringing our celebrated menu of California flavors to the devoted customers in Michigan ."

"TerrAscend is excited to expand our partnership with Cookies in Michigan and open an additional store in the Metro Detroit region," said TerrAscend's Executive Chairman Jason Wild . "Consumers across the Midwest have demanded Cookies' highly sought menu of exclusive products. We're looking forward to future expansions with top-quality brands in Michigan and elsewhere."

Iconic Detroit rapper Trick Trick commenced the ribbon cutting and grand opening celebration at Cookies Oxford on Saturday, May 13 ^th . To celebrate its grand opening, Cookies Oxford hosted on-site activations, including a live DJ, food trucks, vendors and special giveaways. Cookies Oxford is open Monday - Saturday 10:00 am - 9:00 pm and 10:00 am - 7:00 pm on Sunday .

In addition to the new Cookies provisioning center, the Company has dedicated significant shelf space to the display and sale of Cookies and GAGE products at Gage locations in Adrian , Burton , Battle Creek , Center Line , Detroit , Ferndale , Grand Rapids , Jackson , Kalamazoo , Lansing , and Traverse City .

More information can be found at www.cookiesmichigan.com or on Instagram @cookies.michigan.

About TerrAscend

TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania , New Jersey , Maryland , Michigan and California and retail operations 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 yields consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns several synergistic businesses including Gage Cannabis, The Apothecarium, Ilera Healthcare, Kind Tree, Legend, State Flower, and Valhalla Confections. For more information visit www.terrascend.com .

ABOUT COOKIES

Cookies is the most globally recognized cannabis company; founded in 2010 by Billboard-charting rapper and entrepreneur Berner and Bay Area breeder and cultivator Jai. The company creates game-changing genetics and offers a collection of over 70 proprietary cannabis cultivars and more than 2,000 products. Headquartered in San Francisco , the company is actively involved in advocacy and social impact initiatives to enrich communities disproportionately impacted by the War on Drugs. Cookies opened its first retail store in 2018 in Los Angeles , has since expanded to 59 retail locations in 23 markets across 6 countries, and was recently named one of America's Hottest Brands of 2021 by AdAge; the first cannabis brand to ever receive this accolade. To learn more about Cookies, visit cookies.co , and to learn more about Cookies CBD, visit shop.cookies.co .

Instagram: @cookiesenterprises
Twitter: @cookiesglobal
Facebook: @cookiesenterprises

ABOUT GAGE

Gage is a premier provider of the high-quality cannabis experience that consumers crave. We bring internationally renowned brands and high end products to the cannabis space. Throughout our journey to becoming the market's choice cannabis provider, we have leaned into creativity and innovation to successfully build our various licensed cultivation, processing and retail operations. We strive to continue our passion of providing the cannabis consumer with the world-class premium cannabis products they want and deserve. To learn more about Gage's mission for the everyday canna-connoisseur, visit www.gagecannabis.com .

Instagram: @gagecannabis
Twitter: @gagecannabisco

Caution Regarding Cannabis Operations in the United States

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States . Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States . Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve TerrAscend of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against TerrAscend. The enforcement of federal laws in the United States is a significant risk to the business of TerrAscend and any proceedings brought against TerrAscend thereunder may adversely affect TerrAscend's operations and financial performance.

Forward Looking Information

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.

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, 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 ; and the risk factors set out in the Company's most recently filed MD&A, filed with the Canadian securities regulators and available under the Company's profile on SEDAR at www.sedar.com and in the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 17, 2022 and as amended on March 24, 2022 .

The statements in this press release are made as of the date of this release. TerrAscend 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.

SOURCE TerrAscend

View original content to download multimedia: https://www.newswire.ca/en/releases/archive/May2023/16/c7831.html

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less

Trulieve Cannabis Corp. to Hold First Quarter 2024 Results Conference Call on May 9, 2024

Trulieve Cannabis Corp. (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the U.S., will hold a conference call on Thursday, May 9, 2024 at 8:30 AM Eastern Time following the release of its first quarter 2024 financial results.

Chairman, Founder, and Chief Executive Officer Kim Rivers and Chief Financial Officer Wes Getman will participate on the call to review Trulieve's financial and operating results.

Interested parties can join the conference call by dialing in as directed below. Please dial in 15 minutes prior to the call and ask to join the Trulieve Cannabis Corp. call.

North American toll free: 1-844-824-3830	Passcode:	3368806
International: 1-412-542-4136	Passcode:	3368806

A live audio webcast of the conference call will be available at:
https://app.webinar.net/gl7Pnd4n40e

An archived replay of the webcast will be available at:
https://investors.trulieve.com/events

About Trulieve
Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S., with leading market positions in Arizona, Florida, and Pennsylvania. Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com .

Facebook: @Trulieve
Instagram: @Trulieve _
X: @Trulieve

Investor Contact
Christine Hersey , Vice President of Investor Relations
+1 (424) 202-0210
Christine.Hersey@Trulieve.com

Media Contact
Phil Buck , APR, Corporate Communications Manager
+1 (406) 370-6226
Philip.Buck@Trulieve.com

View original content to download multimedia: https://www.prnewswire.com/news-releases/trulieve-cannabis-corp-to-hold-first-quarter-2024-results-conference-call-on-may-9-2024-302108647.html

SOURCE Trulieve Cannabis Corp.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/April2024/05/c4744.html

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less

Trulieve Announces April 2024 Event Participation

Trulieve Cannabis Corp. (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the U.S., today announced planned event participation in April.

Benzinga Cannabis Capital Conference, Miami, Florida : Founder and CEO Kim Rivers will participate in a panel discussion at 1 pm eastern on April 17 ^th with the Bellamy Brothers, campaign spokesmen for the Smart & Safe Florida initiative.

Information about our events, links to events where available, and slide presentations can be found at: https://investors.trulieve.com/events

About Trulieve
Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S., with leading market positions in Arizona , Florida , and Pennsylvania . Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com.

Facebook: @Trulieve
Instagram: @Trulieve _
X: @Trulieve

Investor Contact
Christine Hersey , Vice President of Investor Relations
+1 (424) 202-0210
Christine.Hersey@Trulieve.com

Media Contact
Phil Buck , APR, Corporate Communications Manager
+1 (406) 370-6226
Philip.Buck@Trulieve.com

View original content to download multimedia: https://www.prnewswire.com/news-releases/trulieve-announces-april-2024-event-participation-302107164.html

SOURCE Trulieve Cannabis Corp.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/April2024/03/c8191.html

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less

CORRECTION - ACE Venture Enterprises, Inc. Announces Planned Acquisition of Vireo Health of New York from Goodness Growth Holdings

Led by Steven Acevedo and Art Isagholian, ACE Venture Enterprises, Inc., a minority-owned business, plans to acquire Vireo Health of New York to accelerate entry into the New York market –

– Ace plans to retain Goodness Growth with a collaborative advisory agreement to advance the long-term success of both organizations –

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less

Trulieve Applauds Florida Supreme Court for Affirmative Ruling on the Smart & Safe Florida Ballot Initiative

Trulieve Cannabis Corp. (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the U.S., applauds the Florida Supreme Court for ruling affirmatively on the Smart & Safe Florida initiative and placing it on the 2024 General Election ballot. The initiative, if passed, will allow adults over the age of 21 to purchase cannabis products for personal consumption.

"We are thankful that the Court has correctly ruled the ballot initiative and summary language meets the standards for single subject and clarity. We look forward to supporting this campaign as it heads to the ballot this Fall," said Trulieve CEO Kim Rivers .

Rivers added, "Trulieve was the primary financial supporter of the initiative during the signature gathering effort and subsequent court challenge and is a proud supporter, alongside a strong coalition of other companies, of the next important phase to educate Floridians on the amendment and secure a yes vote on Amendment 3 this November."

About Trulieve
Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S., with leading market positions in Arizona , Florida , and Pennsylvania . Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com .

Facebook: @Trulieve
Instagram: @Trulieve _
X: @Trulieve

Investor Contact
Christine Hersey , Vice President of Investor Relations
+1 (424) 202-0210
Christine.Hersey@Trulieve.com

Media Contact
Phil Buck , Corporate Communications Manager
+1 (406) 370-6226
Philip.Buck@Trulieve.com

View original content to download multimedia: https://www.prnewswire.com/news-releases/trulieve-applauds-florida-supreme-court-for-affirmative-ruling-on-the-smart--safe-florida-ballot-initiative-302104809.html

SOURCE Trulieve Cannabis Corp.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/April2024/01/c4879.html

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less

(in millions of U.S. Dollars)	Q1 2023	Q4 2022	Q1 2022
Revenue, net	69.4	69.0	48.6
Quarter-over-Quarter increase (decrease)	0.6 %	4.2 %	5.9 %
Year-over-Year increase	42.8 %	50.3 %	-2.2 %

Gross profit	33.9	30.8	15.6
Gross profit margin	48.8 %	44.6 %	32.1 %

Adjusted Gross Profit1	34.0	31.3	19.6
Adjusted Gross Profit Margin %	49.0 %	45.3 %	40.3 %

General & Administrative expense	27.7	35.2	21.5
Share-based compensation expense (included in G&A expense above)	1.7	1.6	3.4
G&A as a % of revenue, net	39.9 %	51.0 %	44.2 %

Net (loss) income from continuing operations	(19.2)	(2.0)	(13.8)

EBITDA from continuing operations1	6.1	30.0	1.1
Adjusted EBITDA from continuing operations1	12.2	12.2	4.9
Adjusted EBITDA Margin from continuing operations	17.6 %	17.7 %	10.1 %

Cash (used in) provided by operations	8.4	7.3	(18.8)

CONFERENCE CALL DETAILS

Date:	Thursday, May 11, 2023
Time:	5:00 p.m. Eastern Time
RapidConnect URL:	https://emportal.ink/40NjnQ4
Webcast:	Click Here
Dial-in Number:	1-888-664-6392
Conference ID:	90703912
Replay:	416-764-8677 or 1-888-390-0541 Available until 12:00 midnight Eastern Time Thursday, May 25, 2023 Replay Entry Code: 703912#

	At		At
	March 31, 2023		December 31, 2022
Assets
Current Assets
Cash and cash equivalents	$	32,931	$	26,158
Restricted cash		606		605
Accounts receivable, net		8,993		22,443
Investments		2,026		3,595
Inventory		50,810		46,335
Assets held for sale		14,266		17,349
Prepaid expenses and other current assets		3,627		4,937
Current assets from discontinued operations		525		571
		113,784		121,993
Non-Current Assets
Property and equipment, net		214,035		215,812
Deposits		740		837
Operating lease right of use assets		29,951		29,451
Intangible assets, net		243,759		239,704
Goodwill		95,713		90,328
Other non-current assets		3,594		3,462
		587,792		579,594
Total Assets	$	701,576	$	701,587

Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued liabilities	$	50,784		44,286
Deferred revenue		2,740		2,935
Loans payable, current		51,397		48,335
Contingent consideration payable, current		4,434		5,184
Operating lease liability, current		2,314		1,857
Lease obligations under finance leases, current		535		521
Corporate income tax payable		34,737		23,077
Other current liabilities		1,663		2,599
Current liabilities from discontinued operations		7,468		9,111
		156,072		137,905
Non-Current Liabilities
Loans payable, non-current		146,168		145,852
Operating lease liability, non-current		31,836		31,545
Lease obligations under finance leases, non-current		6,614		6,713
Warrant liability		267		711
Deferred income tax liability		34,498		30,700
Financing obligations		10,979		11,198
Other long term liabilities		15,841		15,792
		246,203		242,511
Total Liabilities		402,275		380,416
Commitments and Contingencies
Shareholders' Equity
Share Capital
Series A, convertible preferred stock, no par value, unlimited shares authorized; 12,350 and 12,608 shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Series B, convertible preferred stock, no par value, unlimited shares authorized; 600 and 600 shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Series C, convertible preferred stock, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Series D, convertible preferred stock, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Proportionate voting shares, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Exchangeable shares, no par value, unlimited shares authorized; 63,492,038 and 76,996,538 shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Common stock, no par value, unlimited shares authorized; 274,653,743 and 259,624,531 shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Additional paid in capital		936,404		934,972
Accumulated other comprehensive income		1,738		2,085
Accumulated deficit		(641,517)		(618,260)
Non-controlling interest		2,676		2,374
Total Shareholders' Equity		299,301		321,171
Total Liabilities and Shareholders' Equity	$	701,576	$	701,587

	For the Three Months Ended
		March 31, 2023		March 31, 2022
Revenue		$	69,720	$	49,060
Excise and cultivation tax			(322)		(475)
Revenue, net			69,398		48,585

Cost of Sales			35,498		32,961

Gross profit			33,900		15,624

Operating expenses:
General and administrative			27,730		21,424
Amortization and depreciation			2,029		2,175
Impairment of property and equipment			335		—
Total operating expenses			30,094		23,599

Income (loss) from operations			3,806		(7,975)
Other (income) expense
Loss from revaluation of contingent consideration			—		119
Gain on fair value of warrants and purchase option derivative asset			(438)		(5,713)
Finance and other expenses			10,087		6,655
Transaction and restructuring costs			3		615
Unrealized and realized foreign exchange (gain) loss			(31)		356
Unrealized and realized loss on investments			699		—
Loss from continuing operations before provision from income taxes			(6,514)		(10,007)
Provision for income taxes			12,664		3,743
Net loss from continuing operations		$	(19,178)	$	(13,750)

Discontinued operations:
Loss from discontinued operations, net of tax			(3,591)		(2,256)
Net loss		$	(22,769)	$	(16,006)

Foreign currency translation			347		3,607
Comprehensive loss		$	(23,116)	$	(19,613)

Net (loss) income from continuing operations attributable to:
Common and proportionate Shareholders of the Company		$	(21,364)	$	(14,101)
Non-controlling interests			2,186		351

Comprehensive (loss) income from continuing operations attributable to:
Common and proportionate Shareholders of the Company		$	(25,302)	$	(19,964)
Non-controlling interests			2,186	$	351

Net loss per share
Net loss per share - basic:
Continuing operations		$	(0.08)	$	(0.07)
Discontinued operations		$	(0.01)	$	(0.01)
Net loss per share - basic		$	(0.09)	$	(0.08)
Weighted average number of outstanding common and proportionate voting shares			267,211,093		211,126,932

Net loss per share - diluted:
Continuing operations		$	(0.08)	$	(0.07)
Discontinued operations		$	(0.01)	$	(0.01)
Net loss per share - diluted		$	(0.09)	$	(0.08)
Weighted average number of outstanding common and proportionate voting shares, assuming dilution			267,211,093		211,126,932

	For the Three Months Ended
		March 31, 2023		March 31, 2022
Operating activities
Net loss from continuing operations		$	(19,178)	$	(13,750)
Adjustments to reconcile net loss to net cash used in operating activities
Non-cash write downs of inventory			797		1,073
Accretion expense			4,763		(1,337)
Depreciation of property and equipment and amortization of intangible assets			4,771		4,642
Amortization of operating right-of-use assets			454		487
Share-based compensation			1,713		3,356
Deferred income tax expense			1,446		(1,134)
Gain on fair value of warrants and purchase option derivative			(438)		(5,713)
Gain on disposal of fixed assets			307		—
Revaluation of contingent consideration			—		119
Loss on derecognition of right of use assets			205		—
Release of indemnification asset			—		(25)
Unrealized and realized foreign exchange (gain) loss			(31)		356
Unrealized and realized loss on investments			699		—
Changes in operating assets and liabilities
Receivables			773		(2,656)
Inventory			(4,969)		3,755
Prepaid expense and other current assets			1,203		985
Deposits			97		(593)
Other assets			(131)		571
Accounts payable and accrued liabilities and other payables			6,882		(11,151)
Operating lease liability			(473)		(271)
Other liability			(14)		(437)
Contingent consideration payable			—		(324)
Corporate income tax payable			11,773		4,869
Deferred revenue			(195)		395
Net cash (used in) / provided by operating activities- continuing operations			10,454		(16,783)
Net cash (used in) operating activities- discontinued operations			(2,020)		(2,064)
Net cash (used in) / provided by operating activities			8,434		(18,847)

Investing activities
Investment in property and equipment			(2,497)		(3,812)
Investment in intangible assets			(14)		(106)
Principal payments received on lease receivable			111		156
Receipt of convertible debenture payment			738		-
Deposits for property and equipment			—		(6,058)
Deposits for business acquisition			—		(602)
Payments made for land contracts			(308)		—
Cash portion of consideration paid in acquisitions, net of cash of acquired			(9,611)		24,716
Net cash (used in) / provided by investing activities- continuing operations			(11,581)		14,294
Net cash (used in) /provided by investing activities- discontinued operations			—		(381)
Net cash (used in) / provided by investing activities			(11,581)		13,913

Financing activities
Transfer of Employee Retention Credit			12,677		—
Proceeds from options and warrants exercised			81		23,925
Loan principal paid			(1,204)		—
Capital contributions paid to non-controlling interests			(1,884)		(227)
Payments of contingent consideration			—		(6,630)
Payments made for financing obligations			(157)		—
Net cash provided by financing activities- continuing operations			9,513		17,068
Net cash provided by financing activities- discontinued operations			(115)		—
Net cash (used in) /provided by financing activities			9,398		17,068

Net increase in cash and cash equivalents and restricted cash during the period			6,251		12,134
Net effects of foreign exchange			523		(3,369)
Cash and cash equivalents and restricted cash, beginning of the period			26,763		79,642
Cash and cash equivalents and restricted cash, end of the period		$	33,537	$	88,407

Supplemental disclosure with respect to cash flows
Income taxes (refund received) paid		$	(551)	$	8
Interest paid		$	2,456	$	8,271
Lease termination fee paid			—	$	3,300
Non-cash transactions
Equity and warrant liability issued as consideration for acquisition		$	750	$	294,800
Shares issued for liability settlement		$	593	$	22
Accrued capital purchases		$	555	$	56

	For the Three Months Ended
(in thousands of U.S. Dollars)	March 31, 2023	December 31, 2022	March 31, 2022
Revenue, net	69,398	69,041	48,585

Gross profit	33,900	30,798	15,624
Add the impact of:
Relief of fair value of inventory upon acquisition	—	—	1,806
Non-cash write downs of inventory	—	—	1,894
Other one time adjustments to gross profit	94	453	238
Adjusted Gross Profit	33,994	31,251	19,562
Adjusted Gross Profit Margin %	49.0 %	45.3 %	40.3 %


Summary of Key Financial Metrics
	Three Months Ended			Year Ended
US $ in millions	December 31,			December 31,
	2023	2022	Variance	2023	2022	Variance

GAAP Revenue	$24.2	$19.0	26.9%	$88.1	$74.6	18.1%
Revenue (excluding discontinued operations)	$24.2	$18.0	34.4%	$86.1	$66.2	30.1%
GAAP Gross Profit	$12.1	$8.5	41.6%	$44.1	$30.9	42.7%
Gross Profit Margin	49.9 %	44.7 %	520 bps	50.0 %	41.4 %	860 bps
SG&A Expenses	$6.3	$7.4	-15.9%	$28.2	$33.8	-16.6%
SG&A Expenses (% of Sales)	25.9 %	39.0 %	1320 bps	32.0 %	45.3 %	1330 bps
Operating Income (Loss)	$5.4	$0.7	666.9%	$10.6	($6.9)	NM
Operating Income Margin	22.3 %	3.7 %	1860 bps	12.0 %	-9.3%	2130 bps
EBITDA	$5.7	$0.8	586.7%	$17.0	($10.0)	NM
EBITDA Margin	23.7 %	4.4 %	1930 bps	19.3 %	(13.3 %)	3270 bps
NM = Not Meaningful


Core Market KPIs ¹
	Three Months Ended			Year Ended
US $ in millions	December 31,			December 31,
	2023	2022	Variance	2023	2022	Variance
Total Flower Harvested (lbs)	4,108	2,669	53.9%	14,267	8,279	72.3%
% "A" Flower ²	43.0 %	40.8 %	220 bps	48.5 %	34.6 %	1390 bps
Total Retail Revenue	$19.9	$15.2	30.4%	$71.7	$56.1	27.8%
Same Store Sales Growth	-	-	30.4%	-	-	27.8%
Minnesota	-	-	5.3 %	-	-	20.6 %
New York	-	-	-15.9%	-	-	-16.5%
Maryland	-	-	210.1 %	-	-	121.2 %
Total Wholesale Revenue	$4.3	$2.8	56.5%	$14.4	$9.5	52.6%
¹ Core Markets refer to the Company's operations in Maryland, Minnesota, and New York.
² "A Flower" refers to produced biomass that meet the Company's highest internal standards for flower quality, size, and appearance.

Investor Inquiries: Sam Gibbons Managing Director sam.gibbons@alpha-ir.com (612) 314-8995	Media Inquiries: Amanda Hutcheson Senior Manager, Communications amandahutcheson@goodnessgrowth.com (919) 815-1476


GOODNESS GROWTH HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS AS OF 12/31/2023 AND 12/31/2022
(Amounts Expressed in United States Dollars, Audited and Condensed)
	December 31,			December 31,
	2023			2022
Assets
Current assets:
Cash	$	15,964,665		$	15,149,333
Accounts receivable, net of allowance for doubtful accounts of $254,961 and $453,860, respectively		3,086,640			4,286,072
Income tax receivable		12,278,119			—
Inventory		19,285,870			20,508,023
Prepayments and other current assets		1,336,234			2,544,532
Notes receivable, current		3,750,000			—
Warrants held		1,937,352			—
Assets Held for Sale		91,213,271			4,240,781
Total current assets		148,852,151			46,728,741
Property and equipment, net		23,291,183			89,606,932
Operating lease, right-of-use asset		2,018,163			6,110,787
Notes receivable, long-term		—			3,750,000
Intangible assets, net		8,718,577			8,776,946
Goodwill		—			183,836
Deposits		383,645			2,312,161
Deferred tax assets		—			1,687,000
Total assets	$	183,263,719		$	159,156,403
Liabilities
Current liabilities
Accounts Payable and Accrued liabilities	$	7,674,389		$	14,928,780
Long-Term debt, current portion		60,220,535			11,780,000
Right of use liability		890,013			1,680,294
Uncertain tax liability		22,356,000			—
Liabilities held for sale		88,326,323			1,319,847
Total current liabilities		179,467,260			29,708,921
Right-of-use liability		10,543,934			79,757,994
Other long-term liabilities		155,917			—
Convertible debt, net		9,140,257			—
Long-Term debt, net		—			46,248,604
Total liabilities	$	199,307,368		$	155,715,519
Stockholders' equity (deficiency)
Subordinate Voting Shares ($- par value, unlimited shares authorized; 110,007,030 shares issued and outstanding at December 31, 2023 and 86,712,030 at December 31, 2022)		—			—
Multiple Voting Shares ($- par value, unlimited shares authorized; 331,193 shares issued and outstanding at December 31, 2023 and 348,642 at December 31, 2022)		—			—
Super Voting Shares ($- par value; unlimited shares authorized; 0 shares issued and outstanding at December 31, 2023 and 65,411 at December 31, 2022)		—			—
Additional Paid in Capital		187,384,403			181,321,847
Accumulated deficit		(203,428,052	)		(177,880,963	)
Total stockholders' equity (deficiency)	$	(16,043,649	)	$	3,440,884
Total liabilities and stockholders' equity (deficiency)	$	183,263,719		$	159,156,403


GOODNESS GROWTH HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS AND YEAR ENDED DECEMBER 31, 2023 AND 2022
(Amounts Expressed in United States Dollars, Audited and Condensed)
	Three Months Ended						Year Ended
	December 31,						December 31,
	2023			2022			2023			2022
Revenue	$	24,173,038		$	19,043,046		$	88,133,163		$	74,625,867
Cost of sales
Product costs		12,392,296			9,891,449			42,739,653			39,423,918
Inventory valuation adjustments		(274,527	)		636,000			1,289,345			4,293,788
Gross profit		12,055,269			8,515,597			44,104,165			30,908,161
Operating expenses:
Selling, general and administrative		6,252,404			7,430,550			28,217,980			33,823,686
Stock-based compensation expenses		148,183			57,603			4,157,598			2,694,197
Depreciation		92,827			165,913			469,948			653,077
Amortization		180,033			159,766			678,861			676,566
Total operating expenses		6,673,447			7,813,832			33,524,387			37,847,526

Gain (loss) from operations		5,381,822			701,765			10,579,778			(6,939,365	)

Other income (expense):
Impairment of long-lived assets		(411,629	)		(1,119,583	)		(411,629	)		(8,596,201	)
Gain (loss) on disposal of assets		(1,679,171	)		153,822			(4,477,738	)		322,181
Gain (loss) on sale of property and equipment		—			3,347			—			—
Interest expenses, net		(8,465,556	)		(7,120,667	)		(31,260,798	)		(22,593,552	)
Other income (expenses)		1,579,826			45,518			7,746,298			1,242,493
Other income (expenses), net		(8,976,530	)		(8,037,563	)		(26,037,194	)		(29,625,079	)

Loss before income taxes		(3,594,708	)		(7,335,798	)		(17,824,089	)		(36,564,444	)

Current income tax expenses		1,321,871			(1,955,000	)		(6,036,000	)		(6,085,000	)
Deferred income tax recoveries		(2,310,000	)		(3,993,000	)		(1,687,000	)		192,000
Net loss and comprehensive loss		(4,582,837	)		(13,283,798	)		(25,547,089	)		(42,457,444	)
Net loss per share - basic and diluted	$	(0.03	)	$	(0.10	)	$	(0.18	)	$	(0.33	)
Weighted average shares used in computation of net loss per share - basic & diluted		143,126,330			128,126,330			135,235,919			128,126,330


GOODNESS GROWTH HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2023 AND 2022
(Amounts Expressed in United States Dollars, Audited and Condensed)
	December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(25,547,089	)	$	(42,457,444	)
Adjustments to reconcile net loss to net cash used in operating activities:
Inventory valuation adjustments		1,289,345			4,293,788
Depreciation		469,948			653,077
Depreciation capitalized into inventory		2,404,095			2,682,818
Non-cash operating lease expense		523,662			934,443
Amortization of intangible assets		678,861			676,566
Amortization of intangible assets capitalized into inventory		49,558			—
Stock-based payments		4,157,598			2,885,223
Warrants receivable		(1,937,352	)		—
Interest Expense		7,070,026			4,935,616
Impairment of long-lived assets		411,629			8,596,201
Deferred income tax		1,687,000			(192,000	)
Accretion		994,654			3,979,503
Loss (gain) on sale of property and equipment		—			(173,938	)
Loss on disposal of Red Barn Growers		2,909,757			—
Loss (gain) on disposal of assets		1,567,981			—
Gain on disposal of royalty asset		—			(168,359	)
Change in operating assets and liabilities:
Accounts Receivable		1,449,432			227,747
Prepaid expenses		1,182,766			(984,419	)
Inventory		(1,823,391	)		(3,992,663	)
Income taxes		(18,330,899	)		801,471
Uncertain tax position liabilities		22,356,000			—
Accounts payable and accrued liabilities		(1,256,913	)		(770,895	)
Changes in operating lease liabilities		(1,151,011	)		—
Change in assets and liabilities held for sale		(121,563	)		—
Net cash provided by (used in) operating activities	$	(965,906	)	$	(18,073,265	)
CASH FLOWS FROM INVESTING ACTIVITIES:
PP&E Additions	$	(4,963,107	)	$	(5,561,663	)
Intangible license additions		(1,090,919	)		—
Proceeds from sale of Red Barn Growers net of cash		689,186			395,458
Proceeds from sale of property, plant, and equipment		253,288			—
Proceeds from sale of royalty asset		—			236,635
Deposits		1,636,455			(686,948	)
Net cash provided by (used in) investing activities	$	(3,475,097	)	$	(5,616,518	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of issuance costs	$	—		$	25,763,080
Proceeds from convertible debt, net of issuance costs		9,150,262			—
Proceeds from option exercises		—			7,201
Debt principal payments		(2,976,362	)		—
Lease principal payments		(917,565	)		(2,086,444	)
Net cash provided by (used in) financing activities	$	5,256,335		$	23,683,837
Net change in cash	$	815,332		$	(5,946	)
Cash, beginning of period	$	15,149,333		$	15,155,279
Cash, end of period	$	15,964,665		$	15,149,333


GOODNESS GROWTH HOLDINGS, INC. STATE-BY-STATE REVENUE PERFORMANCE THREE MONTHS ENDED DECEMBER 31, 2023 AND 2022

	Three Months Ended
	December 31,
	2023			2022			$ Change			% Change
Retail:
MN	$	11,182,332		$	10,622,384		$	559,948		5		%
NY		2,088,143			2,482,884			(394,741	)	(16	)	%
NM		—			1,055,902			(1,055,902	)	(100	)	%
MD		6,588,418			2,124,796			4,463,622		210		%
Total Retail	$	19,858,893		$	16,285,966		$	3,572,927		22		%

Wholesale:
MD		3,076,337			1,312,537			1,763,800		134		%
NY		1,441,473			1,444,543			(3,070	)	(0	)	%
MN		25,300			—			25,300		100		%
Total Wholesale	$	4,543,110		$	2,757,080		$	1,786,030		65		%

MD Service Revenue		(228,965	)		-			(228,965	)	100		%

Total Revenue	$	24,173,038		$	19,043,046		$	5,129,992		27		%
AZ and NM Revenue	$	—		$	(1,055,902	)	$	1,055,902		(100	)	%
Total Revenue excluding AZ and NM	$	24,173,038		$	17,987,144		$	6,185,894		34		%


Reconciliation of Net Loss to EBITDA
	Three Months Ended						Year Ended
	December 31,						December 31,
	2023			2022			2023			2022
Net income (loss)	$	(4,582,837	)	$	(13,283,798	)		(25,547,089	)		(42,457,444	)
Interest expense, net		8,465,556			7,120,667			31,260,798			22,593,552
Income taxes		988,129			5,948,000			7,723,000			5,893,000
Depreciation & Amortization		272,860			325,679			1,148,809			1,329,643
Depreciation included in cost of goods sold		582,456			723,282			2,453,653			2,682,818
EBITDA (non-GAAP)	$	5,726,164		$	833,830			17,039,171			(9,958,431	)

Canopy USA Converts CAD$125.5 Million in TerrAscend Debt to Exchangeable Shares at CAD$5.10 per Share

Tilray's latest quarterly results disappoint

Nebraska lawmakers reduce proposed CBD and hemp tax rate

Workers at Eaze Technologies plan to strike on 4/20

Latest News

Latest Press Releases

Related News

TOP STOCKS