canada business corporation act

Gage Announces Receipt of Final Court Approval for the Acquisition by TerrAscend

Gage Growth Corp. ( " Gage " or the " Company ") (CSE:GAGE) (OTCQX:GAEGF), a leading high-quality premium cannabis brand and operator in Michigan is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has issued a final order approving the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act pursuant to which TerrAscend Corp. will acquire all of the issued and outstanding securities of Gage (the " Arrangement ").

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

" We are thrilled to announce that the Arrangement has received the necessary approvals from the courts," said Fabian Monaco , CEO of Gage. " As consumer demand for high quality cannabis escalates across the U.S., we look forward to maximizing our cultivation, manufacturing and retail capabilities once we become official members of the TerrAscend team."

The Arrangement remains subject to customary closing conditions, including the receipt of certain cannabis regulatory approvals in the State of Michigan .

Following completion of the Arrangement, the Gage shares will be de-listed from the Canadian Securities Exchange (the " CSE ") and applications will be made for it to cease to be a reporting issuer with the relevant securities regulatory authorities.

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 Canada , and bringing internationally renowned brands to market. Through years of progressive industry experience, the firm ' s founding partners have successfully built and grown operations with federal and state licenses, including cultivation, processing and retail locations. 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) obtaining the necessary approvals from the CSE for the listing of the TerrAscend Corp. securities issuable in connection with the Arrangement; (ii) the required state and municipal regulatory approvals; and (iii) other approvals and closing conditions contained in the arrangement agreement between TerrAscend Corp. and Gage dated August 31, 2021 , as amended. 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.

The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

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SOURCE Gage Cannabis Co.

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