4Front Ventures Corp. (CNSX:FFNT) entered into a Membership Interest Purchase Agreement to acquire Euphoria, LLC for $4.5 million on March 27, 2023. As for consideration, total purchase price of $4.5 million to be paid in cash, promissory notes, and Class A Subordinate Voting Shares.

Of the total purchase price of $4.5 million, the Company has paid $0.3 million in cash as of March 31, 2023 and issued 2,308,952 Class A Subordinate Voting Shares valued at $0.4 million based on the closing stock price of the SVS on the issuance date. The remaining consideration will be due upon regulatory approval at the closing date. Under the terms of agreement, 4Front Ventures is acquiring membership interest in Euphoria, LLC, which holds a conditional adult use dispensary license in the state of Illinois.

The transfer of the license is subject to regulatory approval. In the event of termination by 4Front under certain circumstances, 4Front shall pay a breakup fee of $3.5 million to the sellers, less any potion of the purchase price already paid. Conversely, in the event of termination by the sellers under certain circumstances, the sellers shall pay a breakup fee of $3.5 million to 4Front.

Tracy L. Hooey of Fasken Martineau DuMoulin LLP acted as legal advisor to 4Front Ventures Corp.