Canopy USA, Canopy Growth and some of its wholly owned subsidiaries completed a series transaction to effect a restructuring of its support for cannabis company TerrAscend. This reorganization saw subsidiaries Canopy USA and entities controlled by Canopy USA acquire 38,890.570 Exchangeable Shares, as well as the option to acquire TerrAscend Options common shares and 22,474,130 TerrAscend warrants directly or indirectly from Canopy Growth.
The reorganization saw a decrease of 100% in Canopy Growth’s interest on an undiluted basis and a 19.9% decrease in Canopy Growth’s interest on a partially-diluted basis. This assumes the conversion of 38,890.570 Exchangeable shares into Common Shares, and the exercise of 22,474,130 TerrAscend Warrants, as well as TerrAscend Option for 1,072,450 Common Stocks.
Canopy Growth had 38,890.570 Exchangeable Shares, 22474,130 TerrAscend Warrants, and was deemed as having 1,072,450 Common Shares subject to the TerrAscend Option. This represents 100% of the outstanding and issued Exchangeable Shares and 19.9% of the partially-diluted Common Shares.
Canopy Growth has no beneficial ownership or control over any securities in TerrAscend’s capital immediately following the Reorganization. In addition, it has no plans or intentions regarding TerrAscend securities at this time. However, market conditions, general economic conditions and TerrAscend’s business, financial situation and prospects, and other relevant factors may affect Canopy Growth’s future plans and intentions. Canopy Growth could acquire additional TerrAscend securities from time to time.
Canopy USA benefits from the reorganization and has control or direction over 38,890.570 Exchangeable Shares. Canopy USA also owns 22,474,130 TerrAscend Warrants. Canopy USA is deemed to have 1,072,450 Common Shares subject to the TerrAscend Option. These Common Shares represent 100% of the outstanding and issued Exchangeable Shares. They are approximately 19.9% of the outstanding Common Shares.
Canopy USA holds TerrAscend securities in its favor for investment purposes. Canopy USA LPs and/or Canopy USA have no plans or intentions regarding TerrAscend securities. Market conditions, general economic conditions, TerrAscend’s business, financial situation and prospects, and other relevant factors may affect Canopy USA LPs and Canopy USA. Canopy USA may also acquire additional securities, dispose of some or all existing securities, or continue to hold TerrAscend securities.