SMITHS
FALLS, ON, Oct. 25, 2022 /PRNewswire/ - Canopy Growth
Corporation ("Canopy" or the "Company") (TSX: WEED)
(NASDAQ: CGC) and Canopy USA, LLC
("Canopy USA") today
announced that each of the Company and Canopy USA has filed an early warning report under
National Instrument 62-103 - The Early Warning System and
Related Take-Over Bid and Insider Reporting Issues in
connection with the Company's direct and indirect disposition of,
and Canopy USA's direct and
indirect acquisition of beneficial ownership of: (i) 38,890,570
exchangeable shares (the "Exchangeable Shares") in the
capital of TerrAscend Corp. ("TerrAscend"); (ii) an option
to acquire 1,072,450 common shares (the "Common Shares") in
the capital of TerrAscend for an aggregate exercise price of
$1.00 (the "TerrAscend
Option"); (ii) 2,152,733 Common Share purchase warrants (the
"Warrants") with an exercise price of C$3.74 per Common Share (the "TerrAscend 1A
Warrants"); (iv) 15,656,242 Warrants with an exercise price of
C$5.14 per Common Share (the
"TerrAscend 1B Warrants"); (v)
2,225,714 Warrants with an exercise price of C$5.95 per Common Share (the "TerrAscend 2A
Warrants"); (vi) 333,723 Warrants with an exercise price of
C$6.49 per Common Share (the
"TerrAscend 2B Warrants");
(vii) 1,926,983 Warrants with an exercise price of C$15.28 per Common Share (the "TerrAscend 3A
Warrants"); and 178,735 Warrants with an exercise price of
C$17.19 per Common Share (the
"TerrAscend 3B Warrants",
together with the TerrAscend 1A Warrants, TerrAscend 1B Warrants, the TerrAscend 2A Warrants,
TerrAscend 2B Warrants and TerrAscend
3A Warrants, the "TerrAscend Warrants").
On October 24, 2022, Canopy
Growth, certain of its wholly-owned subsidiaries and Canopy
USA completed a series of
transactions to effect a reorganization (the
"Reorganization"). Pursuant to the Reorganization, among
other things, Canopy USA or
entities controlled by Canopy USA,
acquired 38,890,570 Exchangeable Shares, the TerrAscend Option to
acquire 1,072,450 Common Shares and 22,474,130 TerrAscend Warrants
directly and indirectly from Canopy Growth.
Completion of the Reorganization resulted in a 100%
decrease in Canopy Growth's interest in the Exchangeable
Shares on a non-diluted basis and an approximate 19.9% decrease in
Canopy Growth's interest in the Common Shares on a partially
diluted basis, assuming the conversion of the 38,890,570
Exchangeable Shares into Common Shares and the exercise of the
22,474,130 TerrAscend Warrants and the TerrAscend Option to acquire
1,072,450 Common Shares. Immediately prior to the completion of the
Reorganization, Canopy Growth owned 38,890,570 Exchangeable Shares
and 22,474,130 TerrAscend Warrants and was deemed to own 1,072,450
Common Shares that are subject to the TerrAscend Option,
representing 100% of the issued and outstanding Exchangeable Shares
on a non-diluted basis and approximately 19.9% of the issued and
outstanding Common Shares on a partially-diluted basis, assuming
the conversion of the 38,890,570 Exchangeable Shares into Common
Shares and the exercise of the 22,474,130 TerrAscend Warrants and
the TerrAscend Option to acquire 1,072,450 Common Shares.
Immediately following the Reorganization, Canopy Growth no
longer beneficially owns or controls any securities in the capital
of TerrAscend. While Canopy Growth currently has 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
Growth may develop such plans or intentions in the future and, at
such time, may from time to time acquire additional securities of
TerrAscend.
Immediately prior to completion of the
Reorganization, neither Canopy USA nor Canopy USA I Limited Partnership, Canopy USA II Limited Partnership or Canopy
USA III Limited Partnership
(collectively, the "Canopy USA
LPs"), of which Canopy USA is
the general partner, beneficially owned or exercised control or
direction over any Common Shares or convertible securities of
TerrAscend.
Immediately following the Reorganization, Canopy USA beneficially owns, and exercises control
or direction over, 38,890,570 Exchangeable Shares and 22,474,130
TerrAscend Warrants and is deemed to own 1,072,450 Common Shares
that are subject to the TerrAscend Option, representing 100% of the
issued and outstanding Exchangeable Shares on a non-diluted basis
and approximately 19.9% 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 TerrAscend Warrants and the TerrAscend Option to acquire
1,072,450 Common Shares.
Canopy USA's beneficial
ownership interest is by virtue of its control of the Canopy
USA LPs. Canopy USA LP I beneficially owns, and exercises
control or direction over, 2,105,718 TerrAscend Warrants,
representing approximately 0.8% of the issued and outstanding
Common Shares on a partially-diluted basis, assuming the conversion
of 2,105,718 TerrAscend Warrants. Canopy USA LP II beneficially owns, 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
TerrAscend Option, representing approximately 13.7% 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 TerrAscend Option. Canopy
USA LP III beneficially owns, and
exercises control or direction over, 20,368,412 TerrAscend
Warrants, representing approximately 7.5% of the issued and
outstanding Common Shares on a partially-diluted basis, assuming
the conversion of 20,368,412 TerrAscend Warrants.
Canopy USA beneficially holds
the TerrAscend securities 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 Growth with
respect to the securities of TerrAscend will be available under
TerrAscend's profile on SEDAR at www.sedar.com or by contacting
Canopy Growth at 855 558-9333.
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 Growth's head office is located at 1 Hershey Drive,
Smiths Falls, Ontario, K7A 0A8 and
Canopy USA's head office is
located at 35715 Hwy 40, Ste D102, Evergreen, Colorado, 80439.
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 banner, 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 U.S., and Europe through BioSteel sports nutrition, and
This Works skin and sleep solutions; and has introduced additional
hemp derived CBD products to the U.S. 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 U.S. 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, Canopy
USA or their respective
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 regarding with respect to Canopy Growth's, Canopy
USA and/or Canopy USA LP's expectations in connection with the
sale or purchase of additional securities of TerrAscend in the
future, on the open market or in private transactions 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 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 Canopy Growth filed with
Canadian securities regulators and available under the Canopy
Growth's profile on SEDAR at www.sedar.com and with the U.S.
Securities and Exchange Commission through EDGAR at
www.sec.gov/edgar, including Canopy Growth's annual report on Form
10-K for the year ended March 31,
2022.
In respect of the forward-looking statements and information,
Canopy Growth and Canopy USA have
provided such statements and information in reliance on certain
assumptions that they believe are reasonable at this time. Although
Canopy Growth and Canopy USA
believe 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 Canopy Growth and Canopy USA have 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 neither
Canopy Growth nor Canopy USA
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