Cannabis News

Amendment is expected to facilitate and potentially expedite the timeframe in which the conditions for the closing of the acquisition of Gage may be completed

Deadlines to accept proxies and revocations extended to 8:00 a.m. (Eastern time) on the date of the special meeting, November 11, 2021

Gage encourages all shareholders to submit their votes in advance of the extended proxy and revocation cut-off; over 99% of the votes submitted by shareholders and minority shareholders have been voted FOR the arrangement with TerrAscend

Gage Growth Corp. ( " Gage " or the " Company ") (CSE: GAGE) (OTCQX: GAEGF), a leading high-quality premium cannabis brand and operator in Michigan today announced that, as part of the previously announced acquisition of Gage by TerrAscend Corp. (" TerrAscend "), TerrAscend's wholly-owned subsidiary (the " TerrAscend Subsidiary ") entered into an amendment (the " MIPA Amendment ") to the membership interest purchase agreement (the " MIPA ") with the owners of the licenses that Gage supports in the State of Michigan (the " Licensed Operators ").

Gage Growth Corp. (CNW Group/Gage Cannabis Co.)

As announced on September 1, 2021 , Gage entered into an arrangement agreement, as amended (the " Arrangement Agreement "), in respect of the proposed acquisition of all of the issued and outstanding subordinate voting shares of Gage by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the " Transaction "). As set out in Gage's management information circular dated October 12, 2021 (the " Gage Circular "), concurrent with TerrAscend and Gage entering into the Arrangement Agreement, the TerrAscend Subsidiary entered into the MIPA with the Licensed Operators and the direct or indirect owner of the Licensed Operators which hold cannabis licenses and permits in connection with the Gage business (the " Seller ").

The 'First Closing' under the MIPA is a condition precedent for the completion of the Transaction. The purpose of entering into the MIPA Amendment is to potentially expedite achieving the 'First Closing' and, in turn, the completion of the Transaction, as described in more detail below. No other amendments are being made to the MIPA, the plan of arrangement or the Arrangement Agreement at this time. A copy of the MIPA Amendment will be filed under Gage's profile on SEDAR at www.sedar.com .

The MIPA 'First Closing'

As set out in the Gage Circular, prior to entering into the MIPA Amendment, the 'First Closing' was conditional upon the transfer of cannabis licenses and permits representing 70% of Gage's revenue to Thrive Enterprises, LLC (among other conditions that must be satisfied or waived and described in more detail in the Gage Circular). The MIPA Amendment allows for the 70% revenue condition to now be achieved through AEY Holdings, LLC, in addition to Thrive Enterprises, LLC. Both entities are Licensed Operators owned directly or indirectly by the Seller which hold cannabis licenses and permits in connection with the Gage business.

Completion of the Transaction remains subject to court approval and the requisite approval of Gage's and TerrAscend's shareholders. If the requisite approvals are obtained, the Transaction will be completed as soon as possible after satisfaction or waiver of all remaining conditions precedents, including required regulatory and licensing approvals.

Gage Shareholder Meeting and Extension of Deadline to Submit Proxies and Revocations

Gage's special meeting of shareholders will continue to be held virtually at http://web.lumiagm.com/252578815 on Thursday, November 11, 2021 , at 10:00 a.m. (Eastern Time) (the " Gage Meeting ").

In order to permit Gage shareholders the maximum opportunity to have their vote represented at the Gage Meeting, the deadline for the submission of proxies and the deadline for the revocation of a previously submitted proxy will be extended to 8:00 a.m. (Eastern time) on Thursday , November 11, 2021. Shareholders are referred to the Gage Circular for detailed instructions on how to vote as a registered or beneficial shareholder.

Over 99% of the votes submitted to date by the shareholders of Gage (including minority shareholders) have been voted FOR the resolution approving the Transaction, as further set out in the Gage Circular. Gage continues to encourage all shareholders to submit their votes in advance of the extended proxy cut-off.

If you have any questions or require assistance with voting your proxy, please contact Gage at 1-(833)-455-4243 or by email at IR@gageusa.com .

About Gage Growth Corp.

Gage Growth Corp. is innovating and curating the highest quality cannabis experiences possible for cannabis consumers in the state of Michigan and bringing internationally renowned brands to market. Through years of progressive industry experience, the firm's founding partners have successfully built and grown operations with federal and state licenses, including cultivation, processing and retail locations. Gage's portfolio includes city and state approvals for 19 "Class C" cultivation licenses, three processing licenses and 15 provisioning centers (dispensaries).

For more information about Gage Growth Corp., visit www.gagecannabis.com or www.gageinvestors.com .

Instagram: @gagemichigan
Facebook: @gageusa
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 . While legal in certain states, cannabis remains a Schedule I drug under the U.S. Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis. 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 U.S. federal money laundering legislation.

Explanatory Note Regarding the Company ' s Operations

References in this news release to the Company and its operations and portfolio are inclusive of the operations and assets of certain licensed cannabis operators that operate under the Gage brand pursuant to contractual arrangements with the Company. For additional information, please refer to the Company ' s long form prospectus dated March 26, 2021 and other disclosure documents available on the Company ' s profile at www.sedar.com .

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, and include, but are not limited to statements with respect to the anticipated completion of the Arrangement and the satisfaction of closing conditions of the Arrangement which include, without limitation: (i) required court and Gage and TerrAscend shareholder approvals, (ii) obtaining the necessary approvals from the CSE for the listing of the TerrAscend securities issuable in connection with the Arrangement; (iii) the required state and municipal regulatory approvals; (iv) other approvals and closing conditions contained in the Arrangement Agreement; and (v) potential benefits from the amendment to the MIPA. 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 including, but not limited to, those risks disclosed in the Company ' s most recently filed management's discussion and analysis and other disclosure documents available on the Company ' s profile at www.sedar.com . The statements in this press release are made as of the date of this release. The Company 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.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/gage-announces-amendment-to-the-membership-interest-purchase-agreement-and-extension-of-proxy-cut-off-for-voting-at-special-meeting-301420493.html

SOURCE Gage Cannabis Co.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/November2021/09/c2071.html

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Curaleaf to Report Second Quarter 2022 Financial and Operational Results

Curaleaf Holdings, Inc. (CSE: CURA OTCQX: CURLF) ("Curaleaf" or the "Company") a leading international provider of consumer products in cannabis, today announced that it will report its financial and operating results for the second quarter ended June 30, 2022 after market close on August 8, 2022 .

Management will host a conference call and audio webcast that evening at 5:00 p.m. ET consisting of prepared remarks followed by a question and answer session related to the Company's operational and financial highlights.

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Trulieve Opening Morgantown, WV Medical Dispensary

New dispensary expands patient access to medical cannabis; grand opening specials available

Trulieve Cannabis Corp. (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the United States today announced the grand opening of a new medical dispensary in Morgantown - Granville, WV . Located at 525 Granville Square, the doors open at 10 a.m. on Friday, July 1, 2022 .

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Trulieve Opening Coral Springs, FL Medical Dispensary

New dispensary expands patient access to medical cannabis; grand opening specials available

Trulieve Cannabis Corp. (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the United States today announced the opening of a new medical dispensary in Coral Springs, Florida . Located at 10400 W. Atlantic Blvd., the doors will open at 9am on Friday, July 1, 2022 . The dispensary will be open seven days a week, hours are Monday through Saturday from 9am 9pm and on Sunday from 10am 8pm .

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Canopy Growth Announces Additional Exchanges with Holders of Notes

 Canopy Growth Corporation (" Canopy Growth " or the " Company ") (TSX: WEED) (NASDAQ: CGC) announced today that, further to its press release dated June 29, 2022 it has entered into an additional privately negotiated exchange agreement (the " Exchange Agreement ") with a holder (the " Noteholder ") of the Company's outstanding 4.25% unsecured senior notes due 2023 (the " Notes "), to acquire approximately C$7.25 million (approximately USD$5.6 million ) aggregate principal amount of the Notes from the Noteholders in exchange for common shares of the Company (the " Canopy Shares ") and approximately C$140,000 (approximately USD$110,000 ) in cash for accrued and unpaid interest (the " Cash Payment ").

Canopy Growth Announces Additional Exchanges with Holders of Notes (CNW Group/Canopy Growth Corporation)

Transaction Details

In accordance with the terms of the Exchange Agreement, Canopy Growth has agreed to acquire the Notes from the Noteholder for an aggregate purchase price (excluding accrued and unpaid interest which will be paid in cash as part of the Cash Payment) of C$7.17 million (approximately USD$5.5 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 will be satisfied by the issuance of Canopy Shares in up to two tranches as follows: (a) on the initial closing, 1,589,260 Canopy Shares (the " Initial Closing Shares ") will be issued to the Noteholder; 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.

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 2,224,965 Canopy Shares be issuable pursuant to the Noteholder.

Together with the exchange agreements (the " Other Exchange Agreements ") entered into prior to the announcement on June 29, 2022 (collectively, the " Transaction "), a minimum of 35,662,420 Canopy Shares have been or will be issued. Pursuant to the terms of the Exchange Agreement and the Other Exchange Agreements, in no circumstances will more than 80,629,270 Canopy Shares be issuable pursuant to the Transaction.

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.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/canopy-growth-announces-additional-exchanges-with-holders-of-notes-301579205.html

SOURCE Canopy Growth Corporation

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2022/30/c3730.html

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Centurion Announces Effective Date of Share Consolidation

Centurion Minerals Ltd. (TSXV: CTN) (the "Company") announces that the consolidation of its common shares will become effective July 6, 2022, and all common shares will be consolidated on a 2:1 basis, such that for every 2 common shares presently held, shareholders will receive 1 post-consolidated common share.

Centurion currently has 33,639,473 common shares outstanding which will, on a post-consolidation basis, result in approximately 16,819,736 common shares outstanding. There are no stock options or warrants outstanding and the Company's name and trading symbol will remain the same.

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Tyson 2.0 Completes $9 Million Series A to Expand Celebrity Brand Portfolio

Round Led by JW Asset Management to Advance House of Brands Strategy

Tyson 2.0 is Licensed in over 20 States and has Sold Over 4,000 lbs of Cannabis Flower

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