TerrAscend Enters Into Agreements to Acquire State Flower

TerrAscend has also extended a line of credit of up to $3.75 million to State Flower for cultivation facility improvements to expand production capacity.

August 28, 2019

TORONTO, Aug. 28, 2019 /CNW/ PRESS RELEASE - TerrAscend Corp. today announced the signing of definitive agreements for a series of transactions to purchase ABI SF, LLC, which operates a Bay Area cannabis cultivation facility and owns the State Flower brand. State Flower is known for its ultra-premium cannabis flower and is currently sold through dispensaries in California and Nevada, including The Apothecarium. TerrAscend recently closed a series of transactions with The Apothecarium as noted in the Company's press release of June 6, 2019. By agreeing to purchase State Flower and bring aboard elite cultivation talent, TerrAscend will continue to provide high quality product through its retail locations and will expand the State Flower brand in multiple states

TerrAscend has agreed to initially acquire 49.9% of the equity of State Flower for total consideration of US$2.85M from conversion of a previously issued convertible debenture and subject to regulatory approvals.

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TerrAscend has also extended a line of credit of up to US$3.75M to State Flower for cultivation facility improvements to expand production capacity.  While State Flower implements facility improvements, the parties will begin the regulatory approval process for the full purchase of State Flower, under a Securities Purchase Agreement.  TerrAscend also has future rights to use the State Flower brand pursuant to a license agreement.   

TerrAscend has agreed to purchase the remaining 50.1% equity of State Flower for total consideration based on future revenue over a predetermined twelve-month period.  The transaction is subject to regulatory approvals by various local and state authorities, as well as certain customary closing conditions.  Several of the owners of The Apothecarium and their related entities have an ownership interest in State Flower.

"We're excited to add the prestigious State Flower brand to our portfolio," said Matthew Johnson, President of TerrAscend Corp., and TerrAscend USA, Inc. "Daniel Wacks and Jeremy Cohen are skilled cannabis cultivators with years of experience operating in a highly regulated market and we are thrilled to work with them to expand the State Flower facilities and brand presence. "

"Through our work with The Apothecarium and TerrAscend, it's clear that we've found a great strategic and cultural fit," said Daniel Wacks, President of State Flower. "We're proud of the brand we've built and excited to have found a partner who recognizes the quality of our team. We look forward to working together to build best-in-class cultivation capabilities in all jurisdictions where TerrAscend operates, to expand the State Flower brand presence, and become part of an inspirational team that's making major progress towards becoming one of the top companies in the sector."