Gage Shareholders Overwhelmingly Approve the TerrAscend Arrangement

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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 HermizJason 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.

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