TerrAscend Corp. (CNSX:TER) entered into a non-binding letter of intent to acquire Gage Growth Corp. (CNSX:GAGE) for approximately CAD 570 million on May 17, 2021. TerrAscend Corp. entered into a definitive arrangement agreement to acquire Gage Growth Corp. for approximately CAD 570 million on August 31, 2021. Under the terms of the arrangement agreement, shareholders of Gage will receive 0.3001 of common shares of TerrAscend for each Gage Share. The exchange ratio implies a consideration of $2.11 (CAD 2.66) per Gage Share. Following completion of the transaction, TerrAscend intends to cause Gage shares to be de-listed from the Canadian Stock Exchange and applications will be made for it to cease to be a reporting issuer with the relevant securities regulatory authorities. The arrangement agreement also provides for the payment of a termination fee of $30 million (CAD 38 million) by TerrAscend or Gage, as applicable, if the transaction is not completed under certain limited circumstances.

The Transaction is subject to the approval of at least two-thirds of the votes cast by Gage Shareholders at the Gage Meeting; a majority of the votes cast by disinterested shareholders of TerrAscend, receipt of all necessary court, regulatory, dissent rights limited, third party consents, key Employees shall have entered into new employment or consulting agreements, Support Agreement and the Amended Operating Agreement will have been entered into and approvals, all third party consents, approvals and stock exchange approvals. The special committee of the TerrAscend board of directors and Gage Special Committee recommends the transaction to shareholders. As of September 17, 2021, the transaction has received pre-qualification approval for cultivation, processing and retail licenses from the state of Michigan's Marijuana Regulatory Agency pursuant to the Medical Marihuana Facilities Licensing Act. The pre-qualification approval represents the successful completion of the most comprehensive portion of the State's licensing and regulatory approval process. TerrAscend shareholder will hold a meeting on November 11, 2021 to approve the transaction. The disinterested members of the Board of Directors of Gage Growth Corp. unanimously recommend that shareholders vote for the transaction. TerrAscend shareholders and Gage shareholders approved the transaction on November 11, 2021. Completion of the Transaction remains conditional on the approval by the Ontario Superior Court of Justice (Commercial List) and the satisfaction or waiver of certain other closing conditions. As of November 15, 2021, the transaction has been approved by the Ontario Superior Court of Justice. Subject to the receipt of all required approvals, closing of the Transaction is expected to occur in the first half of 2022. As of March 9, 2022, the transaction is expected to close on March 10, 2022. As of March 9, 2022, parties entered into an amendment, which permits to close the transaction based on the regulatory approvals that have been, and expected to be received, and following the closing parties will continue to obtain requisite approvals. Gage retail acquisitions strategy are expected to be accretive to Gage and TerrAscend Corp.

Norton Rose Fulbright acted as Canadian and U.S. legal counsel to TerrAscend. ATB Capital Markets Inc. and Haywood Securities Inc. acted as independent financial advisors to the TerrAscend Special Committee and Stikeman Elliott LLP acted as independent legal counsel to the TerrAscend Special Committee. Dentons Canada LLP acted as legal counsel to Gage in Canada and Dickinson Wright PLLC acted as legal counsel to Gage in the United States. Eight Capital acted as independent financial advisor to the Gage Special Committee and Clarus Securities acted as independent financial advisor to the Gage Board. Odyssey Trust Company acted as depository, registrar and transfer agent to TerrAscend. TerrAscend has retained Laurel Hill Advisory Group (“Laurel Hill”) as its strategic shareholder advisor and proxy solicitation agent, and will pay fees of CAD 50,000 for advisory and proxy solicitation services, in addition to certain out-of-pocket expenses. The costs of the solicitation will be borne solely by Gage.