GAGE GROWTH CORP. 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
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
As announced on
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
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
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
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
For more information about
Instagram: @gagemichigan
Facebook: @gageusa
Twitter: @gagecannabisco
Caution Regarding Cannabis Operations in
Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in
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
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.
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