Gage Shareholders Overwhelmingly Approve the TerrAscend Arrangement

Rhea-AI Summary

Gage Growth Corp. (CSE: GAGE, OTCQX: GAEGF) announced that shareholders voted overwhelmingly in favor of a special resolution approving the acquisition by TerrAscend Corp. at a meeting held on November 11, 2021. Approximately 56.26% of eligible votes were represented, with 99.57% approving the arrangement. The deal requires customary closing conditions, including court approval and regulatory approvals in Michigan. Following the arrangement, Gage shares will be de-listed from the CSE. CEO Fabian Monaco expressed optimism about expanding brand presence through this strategic move.

Positive

• 99.57% of votes approved the acquisition by TerrAscend Corp.
• Strategic expansion into new markets anticipated post-acquisition.

Negative

• Gage shares will be de-listed from the CSE after the arrangement.

DETROIT and TORONTO, Nov. 12, 2021 /PRNewswire/ - Gage Growth Corp. ("Gage" or the "Company") (CSE: GAGE) (OTCQX: GAEGF), a leading high-quality premium cannabis brand and operator in Michigan, is pleased to announce that, at the special meeting of its shareholders (the "Shareholders") held yesterday (the "Meeting"), a significant majority of Shareholders voted in favor of the special resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act pursuant to which TerrAscend Corp. will acquire all of the issued and outstanding subordinate voting shares of Gage (the "Arrangement").

Shareholders carrying an aggregate of 120,076,552 votes, representing approximately 56.26% of votes entitled to be cast at the Meeting, were represented in person or by proxy at the Meeting. The Arrangement Resolution was approved by 99.57% of the votes cast by Shareholders, voting together as a single class, as well as 99.22% of the votes cast by the Shareholders, excluding the votes attached to the shares directly or indirectly held or controlled by Mike Hermiz, Jason Wild and Richard Mavrinac, whose votes are required to be excluded in determining minority approval pursuant to National Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

"We are pleased that Gage shareholders have expressed their support not only for this transaction but also for the Company's vision to strategically expand its brand footprint in a variety of new markets," said Fabian Monaco, CEO of Gage. "Our team looks forward to joining forces with TerrAscend to create higher industry standards in cultivation, processing, branding and consumer experiences, as mainstream demand accelerates throughout the country."

The Arrangement remains subject to customary closing conditions, including the approval of the Ontario Superior Court of Justice (Commercial List) in the City of Toronto and the receipt of certain cannabis regulatory approvals in the State of Michigan. Following completion of the Arrangement, Gage shares will be de-listed from the Canadian Securities Exchange (the "CSE") and applications will be made for it to cease to be a reporting issuer with the relevant securities regulatory authorities.

The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

About Gage Growth Corp.

Gage Growth Corp. is innovating and curating the highest quality cannabis experiences possible for cannabis consumers in the state of Michigan and bringing internationally renowned brands to market. Through years of progressive industry experience, the firm's founding partners have successfully built and grown operations with federal and state licenses, including cultivation, processing and retail locations. Gage's portfolio includes city and state approvals for 19 "Class C" cultivation licenses, three processing licenses and 15 provisioning centers (dispensaries).

For more information about Gage Growth Corp., visit www.gagecannabis.com or www.gageinvestors.com.

Instagram: @gagemichigan
Facebook: @gageusa
Twitter: @gagecannabisco

Caution Regarding Cannabis Operations in the United States

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. While legal in certain states, cannabis remains a Schedule I drug under the U.S. Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable U.S. federal money laundering legislation.

Explanatory Note Regarding the Company's Operations

References in this news release to the Company and its operations and portfolio are inclusive of the operations and assets of certain licensed cannabis operators that operate under the Gage brand pursuant to contractual arrangements with the Company. For additional information, please refer to the Company's long form prospectus dated March 26, 2021 and other disclosure documents available on the Company's profile at www.sedar.com.

Forward Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, "may", "would", "could", "will", "likely", "expect", "anticipate", "believe, "intend", "plan", "forecast", "project", "estimate", "outlook" and other similar expressions, and include, but are not limited to statements with respect to the anticipated completion of the Arrangement and the satisfaction of closing conditions of the Arrangement which include, without limitation: (i) required court approval, (ii) obtaining the necessary approvals from the CSE for the listing of the TerrAscend Corp. securities issuable in connection with the Arrangement; (iii) the required state and municipal regulatory approvals; and (iv) other approvals and closing conditions contained in the arrangement agreement between TerrAscend Corp. and Gage dated August 31, 2021, as amended. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment; and the availability of licenses, approvals and permits.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information including, but not limited to, those risks disclosed in the Company's most recently filed management's discussion and analysis and other disclosure documents available on the Company's profile at www.sedar.com. The statements in this press release are made as of the date of this release. The Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

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SOURCE Gage Cannabis Co.

FAQ

What acquisition did Gage Growth Corp. shareholders approve on November 11, 2021?

On November 11, 2021, Gage Growth Corp. shareholders approved the acquisition of Gage by TerrAscend Corp.

What percentage of Gage shareholders voted in favor of the acquisition?

Approximately 99.57% of the votes cast by shareholders approved the acquisition of Gage by TerrAscend Corp.

What are the next steps after the Gage and TerrAscend acquisition approval?

The acquisition requires customary closing conditions, including court approval and regulatory approvals in Michigan.

What will happen to Gage shares after the acquisition?

After the acquisition, Gage shares will be de-listed from the Canadian Securities Exchange.