Glass House Brands Inc. (OTCPK:GLAS.F) executed a definitive agreement to acquire Plus Products Inc. (OTCPK:PLPR.F) for approximately $33 million on December 17, 2021. Under the terms of agreement, Glass House is acquiring PLUS for approximately $32.95 million through a combination of unsecured convertible debt of $20.5 million and issuance of 2.1 million equity of Glass House Brands Inc., 0.25 million RSU of Glass House Brands, 0.45 million retention RSU of Glass House Brands, 1.3 million earnout RSU of Glass House Brands plus additional performance-based consideration. Glass House entered into a senior secured term loan agreement with a US-based private credit investment fund for up to $100 million. Plus Products Inc. will pay a termination fee of $0.6 million.

The transaction is subject to certain customary closing conditions for transactions of this nature, including, among others, the approval of PLUS' creditors, Glass House Brands shall have a minimum of $6 million in aggregate working capital, third-party waivers, approval by Board of Directors of Glass House Brands Inc. due diligence, approval of the Supreme Court of British Columbia in the context of the CCAA proceedings, and the approval of the Neo Exchange. On January 20, 2022, Plus Products filed an application in the Supreme Court of British Columbia seeking an order extends the stay period in the CCAA proceedings until the date that PricewaterhouseCoopers Inc., in its capacity as court-appointed monitor of the Company is discharged by further Court order. The transaction is expected to close in Q1 2022. As of March 17, 2022, the transaction is expected to close in April 2022. Mike Stephens and Kibben Jackson of Fasken Martineau DuMoulin LLP acted as the legal advisor for Plus Products Inc. Andrea FitzGerald of Cassels Brock & Blackwell LLP acted as the legal advisor for Glass House Brands Inc.

Glass House Brands Inc. (OTCPK:GLAS.F) completed the acquisition of Plus Products Inc. (OTCPK:PLPR.F) on April 28, 2022.