Market News

Company reports 20% year-over-year revenue growth and 45% year-over-year adjusted EBITDA 1 growth and continues industry leadership in branded wholesale and retail productivity

Clears first milestone in proposed Columbia Care transaction with expiration of 30-day HSR 2 review period

Cresco Labs Inc. (CSE: CL) (OTCQX: CRLBF) (FSE: 6CQ) (" Cresco Labs " or the " Company "), a vertically integrated, multi-state operator and the number one U.S. wholesaler of branded cannabis products, today released its financial results for the three months ended March 31, 2022. All financial information presented in this release is reported in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") and in U.S. dollars.

First Quarter 2022 Financial Highlights

  • First quarter revenue of $214 million, up 20% year-over-year
  • Gross profit excluding fair value mark-up for acquired inventory of $113 million, or 53% of revenue, an increase of 29% year-over-year
  • First quarter adjusted EBITDA 1 of $51 million, or 24% of revenue, an increase of 45% year-over-year
  • Wholesale revenue of $95 million, maintained position as #1 seller of branded cannabis products in U.S. with leading share in the flower, concentrates, and vape categories
  • Retail revenue increased 44% year-over-year, to $119 million, or $2.5 million per average store open in the quarter and same-store-sales increased 9% year-over-year
  • Ended the quarter with $179 million of cash on hand
  • Opened four new retail stores, three in Florida and one in Pennsylvania, bringing the Company's total retail footprint to 50
  • Launched branded product portfolio in Florida, including High Supply ® , Good News ® , Remedi and Sunnyside* Chews

1 See "Non-GAAP Financial Measures" at the end of this press release for more information regarding the Company's use of non-GAAP financial measures.
2 Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR")

Management Commentary

"Q1 was a solid quarter for the Cresco Labs team in a challenging environment for all consumer product categories. While our 10-state footprint saw a cumulative sequential contraction of 4.5%, we held or took market share in most of our states and outperformed the markets with our 2% decline. We understand that an emerging industry's growth trajectory is rarely linear, especially a highly regulated industry with a fragmented state-by-state structure, conflicting federal and state laws, and the addition of general macro pressures. Notwithstanding, we continue to execute with a clear and focused strategy to obtain market leadership with a portfolio of cannabis brands consumers love and a plan to get them on as many shelves as possible. The strategy remains constant, and the Columbia Care acquisition announced in the quarter simply fits these stated priorities hand-in-glove. We are pairing the best consumer brands with a broad, deep and strategic footprint," said Charles Bachtell, Co-Founder and CEO of Cresco Labs.

"The first quarter showed the resilience and strength of the business we have built over the past few years. We remain focused on playing the long game and building a business that will be a lasting leader in the cannabis industry under any regulatory outcome. The compliance-focused foundation of both Cresco Labs and Columbia Care is helping ensure a smooth progression towards deal approval through a reasonable and manageable regulatory process. We recently crossed our first milestone by passing the federal HSR review process on May 16 and we do not expect state regulatory approvals to be an issue for our closing timeline," Mr. Bachtell concluded.

Balance Sheet, Liquidity, and Other Financial Information

  • As of March 31, 2022, current assets were $400 million, including cash and cash equivalents of $179 million. The Company had working capital of $69 million and senior secured term loan debt, net of discount and issuance costs, of $378 million.
  • Total shares on a fully converted basis were 439,870,970 as of March 31, 2022.

Social Equity and Education Development Program

  • Over the past few months, The Sentence of Michael Thompson documentary has been accepted into eight film festivals and has won a Clio Award, Audience Choice Award at the South by Southwest Film Festival, and Best Documentary Short Film Award at the RiverRun International Film Festival. The short film was produced by the Company's Cresco ® brand and aims to help people truly understand the gravity of the impact of injustice on the lives of people adversely impacted by the War on Drugs. This is all in furtherance of the Company's mission to leverage its platform to drive awareness and action toward cannabis legalization and criminal justice reform.

Capital Markets and M&A Activity

  • On March 23, 2022, the Company announced a definitive arrangement agreement whereby Cresco will acquire Columbia Care in an all-stock transaction. Please click here for additional details.
  • On May 16, 2022, the Company announced the expiration of the 30-day waiting period under the HSR in connection with the proposed Columbia Care transaction.

Conference Call and Webcast

The Company will host a conference call and webcast to discuss its financial results on Wednesday, May 18, 2022, at 8:30am Eastern Time (7:30am Central Time). The conference call may be accessed via webcast or by dialing 1-844-200-6205 (US Toll Free), 1-833-950-0062 (CDN Toll Free), 1-646-904-5544 (US Local), +1 929-526-1599 (Other) providing access code 017231. Archived access to the webcast will be available for one year on the Cresco Labs' investor relations website .

Consolidated Financial Statements

The financial information reported in this press release is based on unaudited management prepared financial statements for the three months ended March 31, 2022. These financial statements have been prepared in accordance with U.S. GAAP. This release contains certain preliminary financial results for first quarter, including Cost of goods sold; Gross profit; Impairment loss; Other expense, net; Income tax expense; Net loss; Inventory, net; Goodwill; and Deferred, contingent consideration and other payables, short-term. The Company expects to file its unaudited interim condensed consolidated financial statements for the three months ended March 31, 2022, on SEDAR by May 19, 2022. Accordingly, such financial information may be subject to change. All financial information contained in this press release is qualified in its entirety with reference to such financial statements. While the Company does not expect there to be any material changes between the information contained in this press release and the consolidated financial statements it files on SEDAR, to the extent that the financial information contained in this press release is inconsistent with the information contained in the Company's financial statements, the financial information contained in this press release shall be deemed to be modified or superseded by the Company's filed 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. Further, the reader should refer to the additional disclosures in the Company's audited financial statements for the year ended December 31, 2021, previously filed on SEDAR.

Cresco Labs references certain non-GAAP financial measures throughout this press release, which may not be comparable to similar measures presented by other issuers. Please see the "Non-GAAP Financial Measures" section below for more detailed information.

Non-GAAP Financial Measures

Earnings before interest, taxes, depreciation, and amortization ("EBITDA"), Adjusted EBITDA, and Adjusted gross profit are non-GAAP financial measures and do not have standardized definitions under U.S. GAAP. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with U.S. GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with U.S. GAAP and may not be comparable to similar measures presented by other issuers. 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 only be considered in conjunction with, the U.S. GAAP financial measures presented herein. Accordingly, the Company has included below reconciliations of the supplemental non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP. The Company has not quantitatively reconciled its guidance for forward-looking non-GAAP metrics to their most comparable U.S. GAAP measures because the Company does not provide specific guidance for the various reconciling items as certain items that impact these measures have not occurred, are out of the Company's control, or cannot be reasonably predicted. Accordingly, a reconciliation to the most comparable U.S. GAAP financial metric is not available without unreasonable effort. Please note that the unavailable reconciling items could significantly impact the Company's results.

About Cresco Labs Inc.

Cresco Labs is one of the largest vertically integrated, multistate cannabis operators in the United States, with a mission to normalize and professionalize the cannabis industry. Employing a consumer-packaged goods ("CPG") approach, Cresco Labs is the largest wholesaler of branded cannabis products in the U.S. Its brands are designed to meet the needs of all consumer segments and comprised of some of the most recognized and trusted national brands including Cresco®, Cresco Reserve®, High Supply®, Mindy's™, Good News®, Remedi™, Wonder Wellness Co.® and FloraCal®. Sunnyside*®, Cresco Labs' national dispensary brand, is a wellness-focused retailer created to build trust, education and convenience for both existing and new cannabis consumers. Recognizing that the cannabis industry is poised to become one of the leading job creators in the country, Cresco Labs operates the industry's largest Social Equity and Educational Development initiative, SEED™, which was established to ensure that all members of society have the skills, knowledge and opportunity to work and own businesses in the cannabis industry. Learn more about Cresco Labs at www.crescolabs.com .

Forward Looking Statements

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements"). Such forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as, ‘may,' ‘will,' ‘should,' ‘could,' ‘would,' ‘expects,' ‘plans,' ‘anticipates,' ‘believes,' ‘estimates,' ‘projects,' ‘predicts,' ‘potential' or ‘continue' or the negative of those forms or other comparable terms. The Company's forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to those risks discussed under "Risk Factors" in the Company's Annual Information Form for the year ended December 31, 2021, filed on March 25, 2022, other documents filed by the Company with Canadian securities regulatory authorities; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Because of these uncertainties, you should not place undue reliance on the Company's forward-looking statements. No assurances are given as to the future trading price or trading volumes of Cresco Labs' shares, nor as to the Company's financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company's forward-looking statements contained herein, whether as a result of new information, any future event or otherwise. Except as otherwise indicated, this press release speaks as of the date hereof. The distribution of this press release does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise.

Cresco Labs Inc.

Financial Information and Non-GAAP Reconciliations

(All amounts expressed in thousands of U.S. Dollars)

Unaudited Consolidated Statements of Operations

For the Three Months Ended March 31, 2022, December 31, 2021 and March 31, 2021

For the Three Months Ended

($ in thousands)

March 31,
2022

December 31,
2021

March 31,
2021

Revenue

$

214,391

$

217,787

$

178,437

Cost of goods sold

107,018

107,765

91,414

Gross profit

107,373

110,022

87,023

Gross profit %

50.1

%

50.5

%

48.8

%

Operating expenses:

Selling, general and administrative

76,048

70,540

59,549

Share-based compensation

6,506

4,496

5,595

Depreciation and amortization

4,552

4,484

5,641

Impairment loss

14,945

Total operating expenses

87,106

94,465

70,785

Income from operations

20,267

15,557

16,238

Other expense:

Interest expense, net

(14,363

)

(14,851

)

(11,302

)

Other (expense) income, net

(6,772

)

10,911

(12,340

)

Loss from equity method investments

(1,196

)

Total other expense, net

(21,135

)

(3,940

)

(24,838

)

(Loss) income before income taxes

(868

)

11,617

(8,600

)

Income tax expense

(22,807

)

(23,528

)

(15,524

)

Net loss 1

$

(23,675

)

$

(11,911

)

$

(24,124

)

1 Net loss includes amounts attributable to non-controlling interests.

Cresco Labs Inc.

Unaudited Reconciliation of Gross Profit to Adjusted Gross Profit (Non-GAAP)

For the Three Months Ended March 31, 2022, December 31, 2021 and March 31, 2021

For the Three Months Ended

($ in thousands)

March 31,
2022

December 31,
2021

March 31,
2021

Revenue

$

214,391

$

217,787

$

178,437

Cost of goods sold 1

107,018

107,765

91,414

Gross profit

$

107,373

$

110,022

$

87,023

Fair value mark-up for acquired inventory

5,322

8,407

585

Adjusted gross profit (Non-GAAP)

$

112,695

$

118,429

$

87,608

Adjusted gross profit %

52.6

%

54.4

%

49.1

%

1 Production (cultivation, manufacturing, and processing) costs related to products sold during the period.

Cresco Labs Inc.

Summarized Unaudited Consolidated Statements of Financial Position

As of March 31, 2022 and December 31, 2021

($ in thousands)

March 31,
2022

December 31,
2021

Cash and cash equivalents

$

179,320

$

223,543

Other current assets

220,480

198,212

Property and equipment, net

394,994

369,092

Intangible assets, net

435,930

437,644

Goodwill

448,336

446,767

Other non-current assets

105,877

105,205

Total assets

$

1,784,937

$

1,780,463

Total current liabilities

331,194

288,394

Total long-term liabilities

689,998

694,333

Total shareholders' equity

763,745

797,736

Total liabilities and shareholders' equity

$

1,784,937

$

1,780,463

Cresco Labs Inc.

Unaudited Reconciliation of Net Income to Adjusted EBITDA (Non-GAAP)

For the Three Months Ended March 31, 2022, December 31, 2021 and March 31, 2021

For the Three Months Ended

($ in thousands)

March 31,
2022

December 31,
2021

March 31,
2021

Net loss 1

$

(23,675

)

$

(11,911

)

$

(24,124

)

Depreciation and amortization

10,960

8,197

10,151

Interest expense, net

14,363

14,851

11,302

Income tax expense

22,807

23,528

15,524

Earnings before interest, taxes, depreciation, and amortization (EBITDA) (Non-GAAP)

$

24,455

$

34,665

$

12,853

Other expense (income), net

6,772

(10,911

)

12,340

Loss from equity method investments

1,196

Fair value mark-up for acquired inventory

5,322

8,407

585

Adjustments for acquisition and other non-core costs

6,694

4,954

1,738

Impairment loss

14,945

Share-based compensation

7,506

4,933

6,280

Adjusted EBITDA (Non-GAAP)

$

50,749

$

56,993

$

34,992

1 Net (loss) includes amounts attributable to non-controlling interests.

Cresco Labs Inc.

Unaudited Summarized Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2022, December 31, 2021 and March 31, 2021

For the Three Months Ended

($ in thousands)

March 31,
2022

December 31,
2021

March 31,
2021

Net cash (used in) provided by operating activities

$

(3,418

)

$

37,653

$

12,950

Net cash (used in) investing activities

(34,219

)

(64,107

)

(26,790

)

Net cash (used in) provided by financing activities

(6,365

)

(2,375

)

132,206

Effect of foreign currency exchange rate changes on cash

(180

)

134

(169

)

Net (decrease) increase in cash and cash equivalents

$

(44,182

)

$

(28,695

)

$

118,197

Cash and cash equivalents and restricted cash, beginning of period

226,102

254,797

140,774

Cash and cash equivalents and restricted cash, end of period

$

181,920

$

226,102

$

258,971

Media
Jason Erkes, Cresco Labs
Chief Communications Officer
press@crescolabs.com
312-953-2767

Investors
Megan Kulick, Cresco Labs
SVP, Investor Relations
investors@crescolabs.com

For general Cresco Labs inquiries:
312-929-0993
info@crescolabs.com

News Provided by Business Wire via QuoteMedia

CL:CNX,CRLBF
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Canopy Growth Announces Exchanges with Holders of Approximately US$198 Million of Convertible Notes

 Canopy Growth Corporation (" Canopy Growth " or the " Company ") (TSX: WEED) (NASDAQ: CGC) announced today that it has entered into privately negotiated exchange agreements (collectively, the " Exchange Agreements ") with a limited number of holders (the " Noteholders "), including Constellation Brands, Inc. (" CBI ") through its wholly-owned subsidiary Greenstar Canada Investment Limited Partnership (" GCILP "), of the Company's outstanding 4.25% unsecured convertible senior notes due 2023 (the " Notes "), to acquire approximately C$255.4 million (approximately USD$198 million ) aggregate principal amount of the Notes from the Noteholders (the " Transaction ") in exchange for common shares of the Company (the " Canopy Shares ") and approximately C$3 million ( USD$2.35 million ) in cash for accrued and unpaid interest (the " Cash Payment ").

Canopy Growth Announces Exchanges with Holders of Approximately US$198 Million of Convertible Notes (CNW Group/Canopy Growth Corporation)

GCILP, a subsidiary of CBI (together " Constellation "), is participating in the Transaction and will acquire a minimum of 21,929,914 Canopy Shares and up to 30,701,880 Canopy Shares pursuant to its Exchange Agreement.

Transaction Details

In accordance with the terms of the Exchange Agreements, Canopy Growth has agreed to acquire the Notes from the Noteholders for an aggregate purchase price (excluding accrued and unpaid interest which will be paid in cash as part of the Cash Payment) of approximately C$252.8 million (approximately USD$196 million ) (the " Purchase Price "), which will be payable in such number of Canopy Shares (the " Share Consideration ") as is equal to the Purchase Price divided by the volume-weighted average trading price (the " VWAP ") of the Canopy Shares on the Nasdaq Global Select Market (the " Nasdaq ") for the 10 consecutive trading days beginning on, and including, June 30, 2022 (the " Averaging Price " and such period of time being the " Averaging Period "), subject to a floor price of US$2.50 (the "Floor Price") and a maximum price equal to US$3.50 , which is the closing price of the Canopy Shares on the Nasdaq on June 29, 2022 (the " Market Price ").

The Share Consideration, for Noteholders other than GCILP, will be satisfied by the issuance of Canopy Shares in up to two tranches as follows: (a) on the initial closing of the Transaction, anticipated to be June 30, 2022 , 34,073,160 Canopy Shares (the " Initial Closing Shares ") will be issued to the Noteholders; and (b) in the event that the Averaging Price calculated over the Averaging Period is less than the Market Price, on or about July 18, 2022 (the " Final Closing "), up to such number of Canopy Shares as is equal to the excess of the Purchase Price divided by the Averaging Price over the Initial Closing Shares. The Share Consideration for GCILP will be issued solely on the Final Closing based on the Averaging Price.

In the event that the daily VWAP of the Canopy Shares on the Nasdaq during the Averaging Period (a) exceeds the Market Price, then the daily VWAP for such trading day will instead be deemed to be the Market Price; or (b) is less than the Floor Price, then the daily VWAP for such trading day will instead be deemed to be the Floor Price, such that in no circumstances will more than 78,404,305 Canopy Shares be issuable pursuant to the Transaction.

The Notes were issued pursuant to an indenture dated June 20, 2018 , among the Company, GLAS Trust Company LLC (" GLAS Trust "), as U.S. trustee, and Computershare Trust Company of Canada , as Canadian trustee, as supplemented by supplement no. 1 to the indenture dated April 30, 2019 and supplement no. 2 to the indenture dated June 29, 2022 (collectively, the " Indenture "). As a result of supplement no. 2 to the Indenture dated June 29, 2022 between the Company, Computershare Trust Company, N.A. (as replacement U.S. trustee following GLAS Trust's resignation) and Computershare Trust Company of Canada (the " Second Supplemental Indenture "), the Company irrevocably surrendered its right to settle the conversion of any Note by Physical Settlement or Combination Settlement (as each such term is defined in the Indenture). As a result, the conversion of any Note on or after the date hereof will be settled by Cash Settlement (as such term is defined in the Indenture) and in no event will any Canopy Shares be issuable upon conversion of any Note. A copy of the Second Supplemental Indenture will be available on the Company's SEDAR profile page at www.sedar.com and on EDGAR at www.sec.gov.

GCILP currently holds C$200 million aggregate principal amount of Notes. Pursuant to the Transaction, the Company will acquire C$100 million (approximately USD$77.5 million ) aggregate principal amount of the Notes held by GCILP. GCILP will be issued a number of Canopy Shares based on the VWAP during the Averaging Period, provided that GCILP will receive a minimum of 21,929,914 Canopy Shares (based on the Floor Price) and a maximum of 30,701,880 (based on the Market Price), representing between 5.4% and 7.6% of the issued and outstanding Canopy Shares on a non-diluted basis.

Constellation, though GCILP and CBG Holdings LLC, currently holds 142,253,802 Canopy Shares, representing 35.3% of the issued and outstanding Canopy Shares on a non-diluted basis. GCILP's participation in the Transaction (the " Insider Participation ") will be considered to be a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and minority approval of the Company's shareholders with respect to the Insider Participation as the fair market value of the Transaction is below 25% of the Company's market capitalization as determined in accordance with MI 61-101. In addition, the Transaction was approved by the board of directors of the Company with Ms. Judy A. Schmeling , a director of CBI, Mr. Garth Hankinson , Chief Financial Officer and Executive Vice President of CBI, Mr. Robert Hanson , Executive Vice President and President – Wine & Spirits Division of CBI and James Sabia , Executive Vice President and President - Beer Division of CBI, each having disclosed their interest in the Transaction by virtue of their positions with CBI and abstaining from voting thereon.

The Transactions are being conducted as private placements, and any Canopy Shares to be issued in the Transaction will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act "), afforded by Section 4(a)(2) of the Securities Act in transactions not involving any public offering. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities described above, nor will there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Canopy Growth

Canopy Growth (TSX:WEED, NASDAQ:CGC) is a world-leading diversified cannabis and cannabinoid-based consumer product company, driven by a passion to improve lives, end prohibition, and strengthen communities by unleashing the full potential of cannabis. Leveraging consumer insights and innovation, Canopy Growth offers product varieties in high-quality dried flower, oil, softgel capsule, infused beverage, edible, and topical formats, as well as vaporizer devices by Canopy Growth and industry-leader Storz & Bickel. Canopy Growth's global medical brand, Spectrum Therapeutics, sells a range of full-spectrum products using its colour-coded classification system and is a market leader in both Canada and Germany . Through Canopy Growth's award-winning Tweed and Tokyo Smoke banners, Canopy Growth reaches its adult-use consumers and has built a loyal following by focusing on top quality products and meaningful customer relationships. Canopy Growth has entered into the health and wellness consumer space in key markets including Canada , the United States , and Europe through BioSteel sports nutrition, and This Works skin and sleep solutions; and has introduced additional hemp derived CBD products to the United States through its First & Free and Martha Stewart CBD brands. Canopy Growth has an established partnership with Fortune 500 alcohol leader Constellation Brands.

Notice Regarding Forward-Looking Information

This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking statements and information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements or information involve 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 news release. Examples of such statements and uncertainties include statements with respect to the benefits of the debt repurchase, the anticipated date of issuance of the Initial Closing Shares, the anticipated date of the issuance of any additional Canopy Shares following the Averaging Period and expectations for other economic, business, and/or competitive factors .

Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including inherent uncertainty associated with projections; the diversion of management time on Transaction-related issues; expectations regarding future investment, growth and expansion of operations; regulatory and licensing risks; changes in general economic, business and political conditions, including changes in the financial and stock markets and the impacts of increased rates of inflation; legal and regulatory risks inherent in the cannabis industry, including the global regulatory landscape and enforcement related to cannabis, political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation and the interpretation of various laws regulations and policies; public opinion and perception of the cannabis industry; and such other risks contained in the public filings of the Company filed with Canadian securities regulators and available under the Company's profile on SEDAR at www.sedar.com and with the United States Securities and Exchange Commission through EDGAR at www.sec.gov/edgar , including the Company's annual report on Form 10-K for the year ended March 31, 2022 .

In respect of the forward-looking statements and information, the Company has provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time. Although the Company believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. Should one or more of the foregoing risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake any obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

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SOURCE Canopy Growth Corporation

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TerrAscend Announces Results of Annual General Meeting

TerrAscend Corp. ("TerrAscend" or the "Company") (CSE:TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced the results of its annual meeting of shareholders held on June 27, 2022 (the " Meeting "). At the Meeting, the nominees set forth in the Company's management information circular dated April 28, 2022 Mr. Craig Collard Ms. Lisa Swartzman Mr. Ed Schutter Ms. Kara DioGuardi and Mr. Jason Wild were elected as directors of the Company. In addition, shareholders approved the re-appointment of MNP LLP as the auditor of the Company and the authorization of the Company's board of directors to fix the auditor's remuneration.

TerrAscend Corp. Logo (CNW Group/TerrAscend)

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 the 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 .

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.

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. These assumptions 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, 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 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 .

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

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Adastra Holdings Continues to Execute on Transformational Strategy; New Product Launches; Outlines Growth Strategy

Adastra Holdings Continues to Execute on Transformational Strategy; New Product Launches; Outlines Growth Strategy

  • Endgame Extracts brand launched in BC in Q1 2022 with a 100% case sell-through achieved in 48-hours; Endgame is currently ranked #3 and #4 for its shatter sales in BC – with launches planned for other large Canadian markets ( Alberta and Ontario ) to follow
  • Adastra continues to add new revenue streams, including the addition of new co-manufacturing contracts for several well-known Canadian brands to start in 2022
  • Continued expansion for product sales and distribution across Canada – Phyto Extractions is now available in the Northwest Territories and Yukon
  • Expanded capabilities and automation: pre-roll machine installed to meet anticipated consumer demand for this sought-after product category
  • Added extraction and processing shifts to increase end-product output and fulfill demand

 Adastra Holdings Ltd. (CSE: XTRX) (FRA: D2EP) ("Adastra" or the "Company"), a leading cannabis company focused on processing, sales, organoleptic testing and analytical testing, is pleased to provide the Company's shareholders with a corporate update from Michael Forbes Director and Chief Executive Officer of Adastra:

Endgame Extracts (CNW Group/Adastra Holdings Ltd.)

"Dear Shareholders,

I joined Adastra in May 2021 as Director and CEO and embarked on a journey to transform the business. Over the last twelve months, I have optimized all major aspects of our business to set Adastra up for long term success. Running a "good" business is not good enough for me. My goal is to lead a "great" business, by actively adapting all aspects to create long-term significant value for our shareholders.

As a pharmacist by education and training, my entire career has been firmly rooted in medicine, alternative treatments, cannabis production, sales and entrepreneurship. Joining Adastra, I have brought this expertise and multi-faceted, strategic focus to grow our business in areas such as sales volume, production output and capabilities, partnerships, market share and investor engagement. We have made meaningful progress, and we believe this is just the beginning.

Executing on Our Growth Strategy

Over the past twelve months we have achieved the following:

  • Corporate rebrand from Phyto Extractions Inc. back to our original name – Adastra Holdings Ltd. to position us as a trusted leader in cannabis and ethnobotanical extraction, processing, formulation and product development.
  • Acquired Phyto Extractions and PerceiveMD to vertically integrate our product reach.
  • Developed and launched in-house brand, Endgame Extracts, starting with a strategic initial SKU drop to British Columbia . Unique crossed flavour and strain profiles, priced in line with customer and retailer expectations to ensure sell-through alongside a quality experience.
  • Introduced several hydrocarbon extracts, novel full spectrum vape formulations, additional product SKUs for our wholly owned brand Endgame, and brands leveraging our extraction expertise via co-manufacturing complex concentrates, like THCA diamonds and high terpene full spectrum extract products.
  • Expanded our market share by branching into new domestic markets including British Columbia , with Endgame Extracts, with Alberta and Ontario to follow. Brought Phyto Extractions to the Northwest Territories and Yukon .
  • Executed marketing and sales initiatives to heighten brand awareness among consumers and retailers.
  • Restructured and reduced costs across the organization to ensure a solid foundation as we move forward. This includes adding production shifts to meet processing demand for provincial distributors for Endgame and our co-manufacturing partners' product SKUs, automating processes with new equipment and refining our practices.
  • Received our organoleptic testing license in June 2021 , enabling us to test product formats and formulations with a consumer audience. This reduces risk and cost associated with the "guess work" involved in product SKU launches, as consumption is heavily restricted by regulations.

By improving the delivery of our many capabilities, today we are a trusted processor and co-manufacturing partner to many Canadian brands who share our commitment for quality and innovation.

Our Key Areas of Focus

As we move forward, our strategic key areas are as follows:

  1. Medical product development and formulation – Manufacturing alternative plant-medicine treatments for sale in the medical market (i.e., capsules, tinctures). Adastra's wholly-owned PerceiveMD platform assesses patients seeking alternative treatments and remedies and provides documentation to enable access. Maximizing the full potential of PerceiveMD will bolster Adastra's future business and add additional revenue. Additionally, we have submitted a Medical Sales Licence application to Health Canada which will allow us to manufacture and sell medical cannabis product formats to the Canadian medical market. We believe PerceiveMD addresses the gap that exists in the market today for a patient access platform. Having this online platform in-house provides us with an advantage over many of our peers to meet the existing demand that we believe is underserved today.

  2. New premium cannabis extract product innovations – We are committed to maintaining our edge by staying ahead of trends and consumer preferences including:
  • THCA diamonds (high potency extracts) – commissioned equipment to develop diamonds for our Endgame brand and for our co-manufacturing partners.
  • Single-source shatter – this is a growing product category that we are pleased to serve with our institutional knowledge and expertise.
  • Full-spectrum vape cartridges – the market is maturing, with customer preferences refining and we are pleased to deliver on preferred flavour notes and quality experience.
  • Dried Flower Products – Pre-rolls are currently the fastest growing segment of the Canadian cannabis market. Infused pre-rolls is a category that has outpaced dried flower-only pre-rolls in legal US markets. On December 17, 2021 , we received Health Canada approval for the amendment of our sales licence to include dried flower. We see significant opportunity to continue to grow our pre-roll business (pre-rolls, infused pre-rolls, and larger quantity flower) for our Endgame and Phyto brands.

  • Market Trends and Other Alternative Treatments – We have demonstrated our ability to stay ahead of consumer trends by proactively amending our licences and expanding our capabilities to meet the ever-evolving preferences of consumers and the companies we partner with. In particular, we are seeing a significant movement towards alternative medicine. Having been involved in the cannabis industry for more than a decade, combined with my experience running pharmacies and wellness clinics, I have seen firsthand the positive impact and efficacy of cannabis for certain patients, as well as the increasing popularity of alternative treatments and remedies. We are committed to staying ahead of the game. We have submitted a Controlled Substances Dealer's Licence application to Health Canada to include psilocybin and, following approval thereof, we can begin formulating and developing alternative treatments for patients.
  • We are enjoying continued growth in the demand for high quality cannabis concentrates and products by continually adapting to changing consumer preferences.

    From a recreational lens, cannabis is an increasingly adopted alternative to alcohol, particularly when available in CPG formats (i.e., vapes and beverages) and presents far less opportunity for harm and undesirable side effects. The mainstream shift to "West Coast Sober" is happening, and we are here to stay at the forefront.

    We believe we have established a diversified platform for profitable growth and differentiation in the marketplace. We look to leverage this momentum over the coming months to create sustainable value for our customers, partners and shareholders.

    We are here for the future and the long run and maintain our commitment to growing and innovating."

    About Adastra Holdings Ltd.

    Founded in 2018 and formerly known as Phyto Extractions Inc., Adastra is a leading manufacturer and supplier of innovative ethnobotanical and cannabis science products designed for the adult-use and medical markets and forward-looking therapeutic applications. Adastra is recognized as a high-capacity processor and co-manufacturer throughout Canada . Adastra is known for its popular line of Phyto Extractions branded cannabis concentrate products available on shelves at over 1,400 adult-use retailers across the country. The Company also operates Adastra Labs, a 13,500 sq. ft. agricultural-scale Health Canada licensed facility located in Langley, BC , focused on extraction, distillation, and manufacturing of cannabis-derived products. Adastra has successfully taken steps in becoming a licensed cultivator, tester, extractor, and seller of controlled substances, including Psilocybin, Psilocin, MDMA, N, N-Dimethyltryptamine (DMT), 5- MeO-DMT, and LSD by applying for a Controlled Substances Dealer's Licence, which is under review by Health Canada. Pending Health Canada approval, Adastra is poised to be a drug formulation and development leader in this emerging sector. In addition, with the recent acquisition of 1225140 B .C. Ltd., doing business as PerceiveMD, Adastra operates a multidisciplinary centre for medical cannabis and psychedelic therapies, working alongside doctors and healthcare professionals within the regulated environment to help create efficacious remedies that address the actual needs of patients. For more information, visit: www.adastraholdings.ca.

    Forward-Looking Information

    This news release contains forward-looking information within the meaning of Canadian securities legislation concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. 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. Forward looking information in this news release includes statements regarding, but not limited to: creating long-term significant value for the Company's shareholders; the expectation that progress in sales volume, production output, market share and partnerships will continue in the future; the expectation that maximizing PerceiveMD will bolster the Company's future business and add additional revenue; the belief that PerceiveMD addresses the gap that exists in the market for a patient access platform; the expectation that the Company's pre-roll business represents a significant growth opportunity; the belief that the Company has established a diversified platform for profitable growth and differentiation in the marketplace and the intention to leverage this to create sustainable value for stakeholders; and other general statements regarding the Company's platform for profitable growth and creation of sustainable value for customers, partners and shareholders. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information. Important factors that could cause actual results to differ materially from those expressed in the forward-looking information include: the availability of a qualified workforce; changes in regulations or licensing affecting the Company's business; reduced demand for cannabis and cannabis related products; reductions in the Company's retail space and store locations; and other factors beyond the control of the Company. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.

    Adastra Holdings Ltd. Logo (CNW Group/Adastra Holdings Ltd.)

    SOURCE Adastra Holdings Ltd.

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    Fab 5 Freddy and Curaleaf Expand B NOBLE Cannabis Brand to New Jersey

    B NOBLE is a First-of-its-Kind Partnership in the State, Providing Opportunity to Those Directly Impacted by the War on Drugs

    B Noble Inc. and Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, today announced the expansion of its B NOBLE product partnership in New Jersey . The brand's signature 2-pack pre-rolls are now available at Curaleaf's locations in Bellmawr and Edgewater Park as well as medical and adult-use dispensaries across the state.

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    Cronos Group Partners with Geocann to Leverage VESIsorb® Delivery Technology for Faster Absorption

    Cronos Group Inc. (NASDAQ: CRON) (TSX: CRON) ("Cronos" or the "Company") is pleased to announce the launch of the first of what is expected to be a range of products, in partnership with Geocann, which will utilize the advanced VESIsorb ® delivery system. This technology provides better bioavailability and faster absorption. VESIsorb ® formulations have set the industry benchmark in peer-reviewed published studies, delivering superior pharmacokinetic performance, including fast absorption, higher plasma concentration, and greater area under the curve.

    "We are committed to bringing breakthrough innovations to the market, providing consumers with differentiated and high-quality products," said Mike Gorenstein, Chairman, President and Chief Executive Officer, Cronos. "Working with Geocann's technology enables us to expand our product offering to bring consumers a fast-acting cannabinoid product with a quicker onset than previously available, along with improved efficacy, helping enhance and differentiate effect and experience."

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