Acreage Holdings, Inc. (“Acreage”)
(CSE:ACRG.A.U, ACRG.B.U), (OTCQX: ACRHF, ACRDF) today announced it
has received initial commitments and funding from a syndicate of
lenders (the “Lenders”) for a first advance of $28 million pursuant
to a Senior Secured Term Loan Facility (the “Facility”).
The Facility has an annual interest rate of 15%
with a maturity of 48 months from closing.
In connection with the advance under the
Facility, Acreage issued the Lenders an aggregate of 1,556,929
warrants (the “Fixed Share Warrants”) with each Fixed Share Warrant
exercisable for one class E subordinate voting share (each a “Fixed
Share”) and 697,666 warrants (the “Floating Share Warrants”) with
each Floating Share Warrant exercisable for one class D subordinate
voting shares (each a “Floating Share”). The exercise price of each
Fixed Share Warrant is US$3.15 and the exercise price of each
Floating Share Warrant is US$3.01. The warrants are exercisable for
a period of four years.
The proceeds from the Facility will be used to
fund capital expenditures and for general corporate purposes. The
sole placement agent for the Facility is Seaport Global Securities
LLC.
ABOUT ACREAGE
Headquartered in New York City, Acreage is a multi-state
operator of cannabis cultivation and retailing facilities in the
U.S., including the company’s national retail store brand, The
Botanist. Acreage’s wide range of national and regionally available
cannabis products include the award-winning Botanist brand, the
highly recognizable Tweed brand, the Prime medical brand in
Pennsylvania, the Innocent edibles brand in Illinois and others.
Acreage also owns Universal Hemp, LLC, a hemp subsidiary dedicated
to the distribution, marketing and sale of CBD products throughout
the U.S. Since its founding in 2011, Acreage has focused on
building and scaling operations to create a seamless,
consumer-focused, branded experience. More information is available
at www.acreageholdings.com.
On June 27, 2019, Acreage implemented an
arrangement under section 288 of the Business Corporations Act
(British Columbia) with Canopy Growth Corporation (“Canopy
Growth”), which was subsequently amended on September 23, 2020 (the
“Amended Arrangement”). Pursuant to the Amended Arrangement, upon
the occurrence (or waiver by Canopy Growth) of changes in federal
laws in the United States to permit the general cultivation,
distribution and possession of marijuana (as defined in the
relevant legislation) or to remove the regulation of such
activities from the federal laws of the United States (the
“Triggering Event”), Canopy Growth will, subject to the
satisfaction or waiver of certain closing conditions, acquire all
of the issued and outstanding Fixed Shares on the basis of 0.3048
of a Canopy Growth share per Fixed Share (following the automatic
conversion of the Class F multiple voting shares and subject to
adjustment in accordance with the terms of the arrangement
agreement entered into between Acreage and Canopy Growth on April
18, 2019, as amended on May 15, 2019 and on September 23, 2020.
In addition, Canopy Growth holds an option,
exercisable at the discretion of Canopy Growth, to acquire all of
the issued and outstanding Floating Shares at the time that Canopy
Growth acquires the Fixed Shares, for cash or Canopy Growth
shares, as Canopy Growth may determine, at a price per Floating
Share based upon the 30-day volume-weighted average trading price
of the Floating Shares on the CSE relative to the trading price of
the Canopy Growth shares at the time of the occurrence or waiver
of the Triggering Event, subject to a minimum price of US$6.41 per
Floating Share.
For more information about the Amended Arrangement
please see the Acreage proxy statement and management information
circular dated August 17, 2020 (the “Circular”) and the respective
information circulars of each of Acreage and Canopy Growth dated
May 17, 2019, which are available on Acreage’s and Canopy Growth’s
respective profiles on SEDAR at www.sedar.com and filed with the
SEC on the EDGAR website at www.sec.gov. For additional information
regarding Canopy Growth, please see Canopy Growth’s profile on
SEDAR at www.sedar.com.
FORWARD LOOKING STATEMENTS
This news release and each of the documents
referred to herein contains “forward-looking information” and
“forward-looking statements” within the meaning of applicable
Canadian and United States securities legislation, respectively.
All statements, other than statements of historical fact, included
herein are forward-looking information, including, for greater
certainty, statements regarding the terms, the intended use of
proceeds from the Facility, the Amended Arrangement, including the
likelihood of completion thereof, the occurrence or waiver of the
Triggering Event, the satisfaction or waiver of the closing
conditions set out in the Arrangement Agreement and other
statements with respect to the proposed transactions with Canopy
Growth. 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
Acreage or its 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. 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, but not limited to financing and liquidity risks, risks
related to the Company’s ability to comply with the positive,
negative and financial covenants imposed by the terms of the
Facility and the risks disclosed in the Circular, Acreage’s
management information circular dated May 17, 2019 filed on May
23, 2019, Acreage’s annual report on Form 10-K for the year ended
December 31, 2019 dated May 29, 2020 and the amendment thereto on
Form 10-K/A dated August 14, 2020, and Acreage’s other public
filings, in each case filed with the SEC on the EDGAR website at
www.sec.gov and with Canadian securities regulators and available
on the issuer profile of Acreage on SEDAR at www.sedar.com.
Although Acreage has attempted to identify important factors that
could cause actual results to differ materially from those
contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended.
Although Acreage believes 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. The forward-looking information and
forward-looking statements included in this news release are made
as of the date of this news release and Acreage does not 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.
Neither the Canadian Securities Exchange nor its
Regulation Service Provider has reviewed and does not accept
responsibility for the adequacy or accuracy of the content of this
news release.
Media
Contact: |
Investor
Contact: |
Howard SchacterVice President of
Communicationsh.schacter@acreageholdings.com 917-893-5300 |
Steve WestVice President,
Investor RelationsInvestors@acreageholdings.com 917-893-5300 |
Acreage (CSE:ACRG.U)
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