02:09:08 EDT Fri 29 Mar 2024
Enter Symbol
or Name
USA
CA



Canopy Growth Corp
Symbol WEED
Shares Issued 480,252,794
Close 2022-10-25 C$ 3.96
Market Cap C$ 1,901,801,064
Recent Sedar Documents

Canopy Growth files report for Terrascend securities

2022-10-25 18:16 ET - News Release

Also News Release (C-TER) Terrascend Corp

An anonymous director of Canopy Growth reports

CANOPY GROWTH CORPORATION AND CANOPY USA, LLC ANNOUNCE FILING OF EARLY WARNING REPORT REGARDING TERRASCEND CORP.

Canopy Growth Corp. and Canopy USA LLC have each 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 in the capital of Terrascend Corp.; (ii) an option to acquire 1,072,450 common shares in the capital of Terrascend for an aggregate exercise price of $1; (iii) 2,152,733 common share purchase warrants with an exercise price of $3.74 per common share; (iv) 15,656,242 warrants with an exercise price of $5.14 per common share; (v) 2,225,714 warrants with an exercise price of $5.95 per common share; (vi) 333,723 warrants with an exercise price of $6.49 per common share; (vii) 1,926,983 warrants with an exercise price of $15.28 per common share; and 178,735 warrants with an exercise price of $17.19 per common share.

On Oct. 24, 2022, Canopy Growth, certain of its wholly owned subsidiaries and Canopy USA completed a series of transactions to effect a 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-per-cent decrease in Canopy Growth's interest in the exchangeable shares on a non-diluted basis and an approximate 19.9-per-cent 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 per cent of the issued and outstanding exchangeable shares on a non-diluted basis and approximately 19.9 per cent 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, 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 per cent of the issued and outstanding exchangeable shares on a non-diluted basis and approximately 19.9 per cent 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 I LP beneficially owns, and exercises control or direction over, 2,105,718 Terrascend warrants, representing approximately 0.8 per cent of the issued and outstanding common shares on a partially diluted basis, assuming the conversion of 2,105,718 Terrascend warrants. Canopy USA II LP 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 per cent 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 III LP beneficially owns, and exercises control or direction over, 20,368,412 Terrascend warrants, representing approximately 7.5 per cent 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 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 or by contacting Canopy USA at 415-882-0117.

About Canopy Growth Corp.

Canopy Growth (Toronto Stock Exchange: WEED and 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 United States and Europe, through BioSteel sports nutrition and This Works skin and sleep solutions; and has introduced additional hemp-derived cannabidiol 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.

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