GOLDEN, Colo., July 10, 2023 (GLOBE NEWSWIRE) — Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) (“Panacea” or the “Company”), a plant-based natural health ingredient and product company, today announced it has entered into agreements to acquire eight retail locations in the Tampa, Florida area, offering Kava, Kratom, VAPE and CBD products and beverages operating as Nitro Kava & Kratom, including inventory, equipment and recipes, distribution facilities and a warehouse located in Largo, Florida, generating $2.9 million of annual revenues (unaudited) for the fiscal year ended December 31, 2022.

The purchase price for the acquisition consists of no cash and the agreement to issue approximately 85,000 shares of a new class of convertible preferred stock, which is convertible into approximately 8.5 million shares of common stock to the seller. The seller will be subject restrictions on transfer of such shares and a lockup for a two year period.

Panacea plans to operate and further develop an expanding Florida chain of natural health and wellness retail stores serving high quality plant-based products such as Kava and Kratom and plans to introduce new mushroom products and Kratom Energy drinks.

The long-term objective is for Panacea to own and or operate hundreds of stores that offer Kava Kratom, CBD, mushroom and vape products.

“We are excited to finalize the acquisition of a popular retail chain and innovative distribution business as PLSH expands its footprint into the natural plant-based market segment. We believe there is a massive shift in the minds of consumers away from pharmaceutical lab-driven products toward using natural products as functional remedies to treat and heal the human body. PLSH is well positioned and on the forefront of this movement, said Leslie Buttorff, CEO. “With this acquisition we are able to capture a high value business in the natural beverage retail and wholesale market that includes brand licensing and franchising development for all of our product segments.”

Closing of the acquisition is subject to satisfaction of customary terms and conditions for a transaction of this kind, including delivery by sellers of audited financial statements for the prior two completed fiscal years for the acquisition.

About Panacea Life Sciences Holdings, Inc.

Panacea Life Sciences Holdings, Inc. (PLSH) is holding company structured to develop and facilitate manufacturing, research, product development and distribution in the high-growth, natural human and animal health & wellness market segment. Its subsidiary, Panacea Life Sciences, Inc. (PLS) is a woman-founded and led company dedicated to manufacturing, distribution, research and production of the highest-quality nutraceutical, cannabinoid, mushroom, kratom and other natural, plant-based ingredients and products. PLS operates out of a 51,000 square foot, state-of-the-art, cGMP facility in Golden Colorado. If you would like more information, please visit www.panacealife.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, risks arising from supply chain disruptions or our ability to obtain raw materials as well as similar problems with our vendors, our ability to fulfill purchase orders on a timely manner, our ability to fully collect money for our purchase orders, the risk of customers returning our products, impact of the pandemic including new variants on our workforce, as well as those risks and uncertainties described by us in our annual report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Risk Factors”. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.

Contact:
info@panacealife.com
800-985-0515

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

Springfield, Oregon–(Newsfile Corp. – March 28, 2023) – Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A), announces that the Company has entered into a definitive Stock Purchase Agreement dated March 27 2023 (the “Agreement”) with a non-arm’s length entity owned by Silo board member Michael Hartman (“Buyer”) for the sale of Silo’s wholly-owned subsidiary SW Holdings, Inc. (“SWHI”) for a USD $150,000 purchase price paid out of any net proceeds from licensing or other revenue after any current lienholders are satisfied.

The purchase price is financed at 6% interest per year. This debt is secured by the shares and the assets of SWHI in second position behind former branding partner Marley Green, LLC’s secured creditor position. For additional consideration, SWHI shall pay to Silo Wellness into perpetuity (following the clearing of all currently existing secured debt) a 50% royalty payment of any licensing fees or other revenue produced by SWHI or 50% of any assets sold. At any time within 60 days of the closing of the transaction, Buyer can opt to pay USD $50,000 cash (or $75,000 for the following 180 days) to satisfy the purchase price and reduce the revenue/royalty payment from 50% to 25%. The Company also agreed to pay $10,000 cash to Buyer at closing to contribute to attorney fees and closing costs.

The board (with director Michael Hartman abstaining as the owner of Buyer) with the advice of its auditors has determined that disposing of this liability-laden asset is in the best interests of the Company. None of the assets in SWHI are currently revenue generating and there is over CAD $4.4M of debt on SWHI’s books pursuant to the terminated brand licensing agreement previously filed on SEDAR. Assets of SWHI include a patent application (“Metered dosing compositions and methods of use of psychedelic compounds“) which still requires time and extensive capital in order to potentially create value. The Company has been focusing its efforts on its Jamaica psychedelic retreat revenue plan as well as developing the Oregon psilocybin opportunity and has determined it does not have resources or interest in developing this asset, especially since there is so much debt to be cleared before any capital investment has the potential for a return.

“It is a pointless endeavor for us to advance this asset given the Marley debt that is marooned in this subsidiary,” stated Silo founder and CEO Mike Arnold, an Oregon lawyer. “We attempted to negotiate terms as previously disclosed to no avail. Mr. Hartman as the lead inventor of the patent-pending intellectual property is in the best position to attempt to extract value out of this debt-soaked asset. If he manages to do so, we would be entitled to royalties after any secured debt is cleared. We are very excited for this creative resolution and to finally be done with the Marley transaction and its debt.”

In addition to the IP portfolio, SWHI also owns a now closed functional mushroom e-store, which generated minimal revenue the last year it was operational. The other remaining asset is the Silo Wellness trademark covering dietary supplements and pharmaceutical preparations and medicines, which do not cover psilocybin or retreats, or anything related to existing or anticipated operations.

Debt Restructuring and Oregon Psilocybin Therapy

The Company has been focused on advancing its Oregon psilcoybin therapy center agenda and on restructuring debt. At the time of the SWHI sale, there were no material assets on the balance sheet and there were secured liabilities at CAD$4.4M. This transaction clears that debt from the parent company’s consolidated balance sheet. The Company also recently announced other debt restructuring activities this year resulting in over $1,000,000 of debt converted to equity as well a letter of intent to restructure over $1,000,000 of additional debt with its largest creditor. “The Silo team is very relieved to have successfully removed or have pending to remove over $6,400,000 of debt since February,” Arnold stated. “We endeavor to continue working on clearing debt and advancing our strategy in Oregon.”

Contact:

Mike Arnold, CEO
541-900-5871
IR at silo wellness dot com

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. SEE PRIOR PRESS RELEASES FOR CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

NORWOOD, Mass., March 13, 2023 (GLOBE NEWSWIRE) — MariMed, Inc. (“MariMed” or the “Company”) (CSE: MRMD) (OTCQX: MRMD), a leading multi-state cannabis operator, and Ermont Inc. (“Ermont”) a vertically integrated medical cannabis operator located in Quincy, MA, today announced the close of MariMed’s transaction to acquire the operating assets of Ermont. The deal was previously announced on February 21, 2023.

The acquisition marks the second medical dispensary for MariMed in Massachusetts, substantially completing the Company’s buildout to the maximum allowable by state regulations. The transaction closed on March 9, 2023, and the dispensary began operations under the Panacea Wellness brand name the following day. The dispensary now features an expanded selection of the best cannabis products produced in the state, including those in MariMed’s award-winning brand portfolio: Nature’s Heritage flower and concentrates; Betty’s Eddies fruit chews; Bubby’s Baked soft-baked goods; Vibations: High + Energy drink mixes; and the full suite of its InHouse branded products. MariMed’s branded cannabis products are distributed to virtually all the dispensaries in the Massachusetts cannabis market, which generated $1.8 billion in total cannabis sales during 2022, according to the Massachusetts Cannabis Control Commission (“CCC”).

MariMed’s acquisition includes two Host Community Agreements with the city of Quincy, one of which is to conduct adult-use cannabis sales. The Company is applying with the CCC for approval of adult sales and plans to expand the existing medical dispensary to accommodate the increased demand. Plans also include repurposing the cultivation facility and moving its pheno-hunting activities from their New Bedford cultivation and processing facility to free up space for much needed additional capacity of their award-winning Nature’s Heritage flower. MariMed is partnering with Little Dog for the delivery of medical and adult-use cannabis where permitted.

The closing of this transaction is the result of a successful restructuring conducted by court-appointed receiver Opus Consulting Partners LLC. Opus Consulting and MariMed negotiated the transaction with court approval, and the acquisition was approved by the CCC on March 9, 2023. This is the first cannabis receivership in New England and a first-of-its-kind transaction.

Receivership is a court-appointed pathway used by struggling businesses and creditors as an alternative to bankruptcy. Because cannabis remains a Schedule I substance under the US Controlled Substances Act of 1970 (CSA), most businesses engaged in its cultivation, manufacturing, sale, and distribution do not have access to federal bankruptcy protection.

MariMed CEO Jon Levine commented, “We are thrilled to open our second medical dispensary in Massachusetts and continue expanding our footprint in our home state. Maximizing our presence in Massachusetts has been a longtime goal of MariMed, and with a third dispensary to open soon in Beverly we are nearly there. We look forward to delivering to Quincy cannabis patients the outstanding customer service and a wider variety of products that Panacea Wellness is known for. And we are happy to welcome all the Ermont employees to the MariMed family.”

Opus Consulting Partner Jacques Santucci commented, “Competition is increasing, wholesale prices are falling, and more and more cannabis licensees are falling into a state of distress that cannot be helped by the bankruptcy courts. While this is the first cannabis receivership to be approved by the Massachusetts CCC, others are already underway across the U.S., and we can anticipate that more operators will need assistance from experienced turnaround professionals that know the intricacy of the cannabis industry to find a path out of insolvency as the industry is starting to mature. Our team has been involved in this industry as operators and consultants for over 10 years and have been involved in the turnaround field for even longer.”

MariMed was represented by Erica Rice and Kevin Conroy of Foley Hoag LLP. Opus Consulting was represented by John Morrier and Michael Fencer of Casner & Edwards, LLP. Ermont’s senior secured creditor, Teneo Funds SPVi, LLC was represented by Burns & Levinson LLP partners Frank Segall and Scott Moskol.

About MariMed
MariMed Inc., a multi-state cannabis operator, is dedicated to improving lives every day through its high-quality products, its actions, and its values. The Company develops, owns, and manages seed to sale state-licensed cannabis facilities, which are models of excellence in horticultural principles, cannabis cultivation, cannabis-infused products, and dispensary operations. MariMed has an experienced management team that has produced consistent growth and success for the Company and its managed business units. Proprietary formulations created by the Company’s technicians are embedded in its top-selling and award-winning products and brands, including Betty’s Eddies, Nature’s Heritage, InHouse, Bubby’s Baked, K Fusion, Kalm Fusion, and Vibations: High + Energy. For additional information, visit www.marimedinc.com.

Important Information Regarding Forward-Looking Statements
The information in this release contains “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to several risks and uncertainties. All statements other than statements of historical facts contained in this release, including without limitation statements regarding projected financial results for 2023, anticipated openings of dispensaries and facilities, timing of regulatory approvals, plans and objectives of management for future operations, are forward-looking statements. Without limiting the foregoing, the words “anticipates”, “believes”, “estimates”, “expects”, “expectations”, “intends”, “may”, “plans”, and other similar language, whether in the negative or affirmative, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based on our current beliefs and assumptions regarding our business, timing of regulatory approvals, the ability to obtain new licenses, business prospects and strategic growth plan, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated in these forward-looking statements due to various risks, uncertainties, and other important factors, including, among others, reductions in customer spending, our ability to recruit and retain key personnel, and disruptions from the integration efforts of acquired companies.

These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect our business and results of operations. These statements are not a guarantee of future performance and involve risk and uncertainties that are difficult to predict, including, among other factors, changes in demand for the Company’s services and products, changes in the law and its enforcement, and changes in the economic environment. Additional information regarding these and other factors can be found in our reports filed with the U.S. Securities and Exchange Commission. In providing these forward-looking statements, the Company expressly disclaims any obligation to update these statements publicly or otherwise, whether as a result of new information, future events or otherwise, except as required by law.

All trademarks and service marks are the property of their respective owners.

MariMed Investor Relations Contact:
Steve West
Vice President, Investor Relations
Email: ir@marimedinc.com
Phone: (781) 277-0007

MariMed Company Contact:
Howard Schacter
Chief Communications Officer
Email: hschacter@marimedinc.com
Phone: (781) 277-0007

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

Transaction increases Canopy USA’s conditional ownership in TerrAscend from 12.0% to 18.2% with the ability to own 23.4% upon the exercise of newly issued warrants

Significant deleveraging event for TerrAscend as it has now retired USD$120 million (CAD$160 million) of debt in recent weeks, reducing annual cash interest expense by USD$10 million (CAD$13.5 million)

TORONTO, Dec. 9, 2022 /CNW/ – TerrAscend Corp. (“TerrAscend“) (CSE:TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced it has entered into an arrangement dated December 9, 2022 with Canopy USA, LLC (“Canopy USA“) and certain of its subsidiaries to convert CAD$125.5 million in aggregate loans plus accrued interest in exchange for 24,601,467 exchangeable shares in the capital of TerrAscend (the “Exchangeable Shares”) at a notional price of CAD$5.10 per Exchangeable Share and 22,474,130 new common share purchase warrants (the “New Warrants” and together with the Exchangeable Shares, the “New Securities”) to acquire common  shares in the capital of TerrAscend (the “Common Shares”) at a weighted average exercise price of CAD$6.07 per common share.

Jason Wild, Executive Chairman of TerrAscend, stated, “Canopy USA continues to be a trusted investor and partner. We thank them for their continued support as they increase their conditional ownership in the Company. This transaction, combined with the recent USD$30 million pay down of our Michigan loan, materially improves our balance sheet and reduces annual interest expense by approximately USD$10 million.”

TerrAscend, TerrAscend Canada Inc. and Arise Bioscience, Inc. (collectively, “TerrAscend Entities”) and Canopy USA, Canopy USA I Limited Partnership (“Canopy USA LP I”) and Canopy USA III Limited Partnership (“Canopy USA LP III”) entered into a Debt Settlement Agreement pursuant to which the TerrAscend Entities shall deliver to Canopy USA LP I and Canopy USA LP III an aggregate of 24,601,467 Exchangeable Shares and New Warrants with exercise prices ranging from CAD$3.74 to CAD$17.19 as consideration for extinguishing the debt obligations, including all principal and interest on the amounts outstanding thereunder. All of the New Warrants expire on December 31, 2032. Additionally, all of the existing warrants held by Canopy USA LP I and Canopy USA LP III consisting of 22,474,130 warrants (the “Prior Warrants”) originally issued to Canopy Growth Corporation and RIV Capital Corporation (previously Canopy Rivers Corporation) between 2019 and 2020 have been canceled.

Following the issuance of the New Securities, Canopy USA holds 63,492,037 Exchangeable Shares and 22,474,130 New Warrants and is deemed to own 1,072,450 Common Shares that are subject to an option for an aggregate exercise price of $1.00 (the “Option”). The Exchangeable Shares can be converted to common shares at Canopy USA LP I and Canopy USA LP III’s option, subject to the federal legalization of marijuana in the United States and compliance with applicable exchange listing rules. With the addition of the Exchangeable  Shares, Canopy USA’s conditional ownership in TerrAscend increased from 12.0% to 18.2%. Assuming the exercise of the 22,474,130 New Warrants and the Option to acquire 1,072,450 Common Shares, Canopy would hold approximately 23.4% of TerrAscend on a partially-diluted basis.

The Canadian Securities Exchange (“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 TerrAscend

TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania, New Jersey, Michigan and California, licensed cultivation and processing operations in Maryland and licensed production in Canada. TerrAscend operates The Apothecarium and Gage dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend’s cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns several synergistic businesses and brands, including Gage Cannabis, The Apothecarium, Ilera Healthcare, Kind Tree, Prism, State Flower, Valhalla Confections, and Arise Bioscience Inc. For more information, visit www.terrascend.com.

Canadian Early Warning Reporting Requirements for Canopy USA

Canopy USA’s beneficial ownership (as defined under Canadian securities laws) interest is by virtue of its control of Canopy USA LP I, Canopy USA II Limited Partnership (“Canopy USA LP II“) and Canopy USA LP III (collectively, the “Canopy USA LPs“). 5,349,020 Exchangeable Shares were issued to Canopy USA LP I and 19,252,447 Exchangeable Shares were issued to Canopy USA LP III. The New Warrants were issued as follows: 473,601 New Warrants to Canopy USA LP I with an exercise price of CAD$3.74 (the “LP I A Warrants“); 1,679,132 New Warrants to Canopy USA LP III with an exercise price of CAD$3.74 (the “LP III A Warrants“); 3,444,373 New Warrants to Canopy USA LP I with an exercise price of CAD$5.14 (the “LP I B Warrants“); 12,211,869 New Warrants to Canopy USA LP III with an exercise price of CAD$5.14 (the “LP III B Warrants“); 489,657 New Warrants to Canopy USA LP I with an exercise price of CAD$5.95 (the “LP I C Warrants“); 1,736,057 New Warrants to Canopy USA LP III with an exercise price of CAD$5.95 (the “LP III C Warrants“); 73,419 New Warrants to Canopy USA LP I with an exercise price of CAD$6.49 (the “LP I D Warrants“); 260,304 New Warrants to Canopy USA LP III with an exercise price of CAD$6.49 (the “LP III D Warrants“); 423,936 New Warrants to Canopy USA LP I with an exercise price of CAD$15.28 (the “LP I E Warrants“); 1,503,047 New Warrants to Canopy USA LP III with an exercise price of CAD$15.28 (the “LP III E Warrants“); 39,322 New Warrants to Canopy USA LP I with an exercise price of CAD$17.19 (the “LP I F Warrants“); and 139,413 New Warrants to Canopy USA LP III with an exercise price of CAD$17.19 (the “LP III F Warrants“). Accordingly, following the issuance of the New Securities: (i) Canopy USA LP I is the registered owner of 5,349,020 Exchangeable Shares and the LP I A Warrants, the LP I B Warrants, the LP I C Warrants, the LP I D Warrants, the LP I E Warrants and the LP I F Warrants (collectively the “LP I Warrants“); (ii) Canopy USA LP II is the registered owner of the 38,890,570 Exchangeable Shares and the Option to acquire 1,072,450 Common Shares; and (iii) Canopy USA LP III is the registered owner of the 19,252,447 Exchangeable Shares and the LP III A Warrants, the LP III B Warrants, the LP III C Warrants, the LP III D Warrants, the LP III E Warrants and the LP III F Warrants (collectively the “LP I Warrants“).

Following the issuance of the New Securities, Canopy USA beneficially owns (as defined under Canadian securities laws), and exercises control or direction over, 63,492,037 Exchangeable Shares and 22,474,130 Warrants and is deemed to own 1,072,450 Common Shares that are subject to the Option, representing 100% of the issued and outstanding Exchangeable Shares on a non-diluted basis and approximately 25.3% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of 63,492,037 Exchangeable Shares into Common Shares and the exercise of the 22,474,130 Warrants and the Option to acquire 1,072,450 Common Shares. Canopy USA LP I beneficially owns (as defined under Canadian securities laws), and exercises control or direction over, 5,349,020 Exchangeable Shares and 4,944,308 New Warrants, representing approximately 8.4% of the issued and outstanding Exchangeable Shares and approximately 3.8% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of the Exchangeable Shares held by Canopy USA LP I into Common Shares and the exercise of the LP I Warrants. Canopy USA LP II beneficially owns (as defined under Canadian securities laws), and exercises control or direction over, 38,890,570 Exchangeable Shares and is deemed to own 1,072,450 Common Shares that are subject to the Option, representing approximately 61.3% of the issued and outstanding Exchangeable Shares and approximately 13.4% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of the Exchangeable Shares held by Canopy USA LP II into Common Shares and the exercise of the Option to acquire 1,072,450 Common Shares. Canopy USA LP III beneficially owns (as defined under Canadian securities laws), and exercises control or direction over, 19,252,447 Exchangeable Shares and 17,529,822 New Warrants, representing approximately 30.3% of the issued and outstanding Exchangeable Shares and approximately 12.5% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of the Exchangeable Shares held by Canopy USA LP III into Common Shares and the exercise of the LP III Warrants.

The issuance of the New Securities resulted in the issuance of an aggregate of 24,601,467 Exchangeable Shares and 22,474,130 New Warrants and the cancellation of 22,474,130 Prior Warrants beneficially owned by Canopy USA, representing an increase in Canopy USA’s interest in the Common Shares of approximately 5.7% on a partially-diluted basis. The issuance of the New Securities resulted in the issuance of an aggregate of 5,349,020 Exchangeable Shares and 4,944,308 New Warrants to Canopy USA LP I and the cancellation of 2,105,718 Prior Warrants held by Canopy USA LP I, representing an increase in Canopy USA LP I’s interest in the Exchangeable Shares (as Canopy USA LP I did not previously own Exchangeable Shares) and in the Common Shares of approximately 3.0% on a partially-diluted basis. The issuance of the New Securities did not result in a change of Canopy USA LP II’s ownership interest in TerrAscend but resulted in a decrease in Canopy USA LP III’s interest in the Exchangeable Shares of approximately 38.7% and no change to Canopy USA LP III’s interest in the Common Shares on a partially-diluted basis. The issuance of the New Securities resulted in the issuance of an aggregate of 19,252,447 Exchangeable Shares and 17,529,822 New Warrants to Canopy USA LP III and the cancellation of 20,368,412 Prior Warrants held by Canopy USA LP III, representing an increase in Canopy USA LP III’s interest in the Exchangeable Shares (as Canopy USA LP III did not previously own Exchangeable Shares) and in the Common Shares of approximately 6.1% on a partially-diluted basis.

Immediately prior to the issuance of the New Securities, Canopy USA beneficially owned (as defined under Canadian securities laws), and exercised control or direction over, 38,890,570 Exchangeable Shares and 22,474,130 Prior Warrants and was deemed to own 1,072,450 Common Shares that are subject to the Option, representing 100% of the issued and outstanding Exchangeable Shares and approximately 19.5% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of 38,890,570 Exchangeable Shares into Common Shares and the exercise of the 22,474,130 Prior Warrants and the Option to acquire 1,072,450 Common Shares. Canopy USA LP I beneficially owned (as defined under Canadian securities laws), and exercised control or direction over, 2,105,718 Prior Warrants, representing approximately 0.8% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of 2,105,718 Prior Warrants. Canopy USA LP II beneficially owned (as defined under Canadian securities laws), and exercised control or direction over, 38,890,570 Exchangeable Shares and was deemed to own 1,072,450 Common Shares that are subject to the Option, representing 100% of the issued and outstanding Exchangeable Shares and approximately 13.4% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of 38,890,570 Exchangeable Shares into Common Shares and the exercise of the Option. Canopy USA LP III beneficially owned (as defined under Canadian securities laws), and exercised control or direction over, 20,368,412 Prior Warrants, representing approximately 7.3% of the issued and outstanding Common Shares on a partially-diluted basis.

Canopy USA beneficially holds the Exchangeable Shares and New Warrants for investment purposes. While Canopy USA and/or the Canopy USA LPs currently have no immediate plans or intentions with respect to the securities of TerrAscend, depending on market conditions, general economic and industry conditions, trading prices, TerrAscend’s business, financial condition and prospects and/or other relevant factors, Canopy USA and/or the Canopy USA LPs may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of TerrAscend.

A copy of the early warning report filed by Canopy USA will be available under TerrAscend’s profile on SEDAR at www.sedar.com or by contacting Canopy USA at (415) 882-0117.

TerrAscend’s head office is located at P.O. Box 43125, Mississauga, Ontario L5B 4A7. Canopy USA’s head office is located at 35715 Hwy 40, Ste D102, Evergreen, Colorado, 80439.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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. 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.

Forward-looking statements in this news release include, but are not limited to: statements with respect to the effects and potential benefits of the conversion of the loan with Canopy USA, including expectations with respect to the impact of the improvements to TerrAscend’s balance sheet and other financial results; and the management’s ability to achieve its goals and deliver value for TerrAscend’s shareholders. Actual results and developments may differ materially from those contemplated by these statements. Such forward-looking statements are based on certain assumptions regarding expected growth, results of operations, performance, industry trends and growth opportunities. While TerrAscend considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking 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. Such risks and uncertainties include, but are not limited to, TerrAscend’s estimates of expenses and profitability; the success of TerrAscend’s partnerships; current and future market conditions; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; unfavorable conditions in the global economy, including financial and credit market fluctuations and uncertainty, rising inflation and interest rates; and the risk factors set out in TerrAscend’s management information circular dated October 4, 2021, and TerrAscend’s most recently filed MD&A, both filed with the Canadian securities regulators and available under TerrAscend’s profile on SEDAR at www.sedar.com, and in the section titled “Risk Factors” in TerrAscend’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 17, 2022 and as amended on March 24, 2022.

The statements in this press release are made as of the date of this release. TerrAscend 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.

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. Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. 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 US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve TerrAscend of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against TerrAscend. The enforcement of federal laws in the United States is a significant risk to the business of TerrAscend and any proceedings brought against TerrAscend thereunder may adversely affect TerrAscend’s operations and financial performance.

SOURCE TerrAscend

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

LOS ANGELES and DESERT HOT SPRINGS, Calif., Nov. 21, 2022 (GLOBE NEWSWIRE) — via InvestorWire — Grapefruit USA, Inc. (OTCQB: GPFT) (“Grapefruit” or the “Company”), an innovative California-based cannabiotech company, is updating its recent announcement of the proposed acquisition of Diagnostic Lab Corporation of Englewood Cliffs, New Jersey (“DLC”), a diversified food and agriculture safety company, and the recapitalization of the Company. On Aug. 18, 2022, the Company reported that it was “finalizing its due diligence on DLC, and is in the final stages of negotiating the terms of its anticipated financing and structuring the transaction documents, all of which it expects to complete in the next several weeks.” The Company is reporting today that despite current general market and economic conditions, the anticipated transaction and financing process is active and continuing, with all terms and conditions of financing and structure expected within the next 30 days.

Bradley J. Yourist, Grapefruit’s CEO and co-founder, commented, “We are providing this update at this time to inform our many loyal shareholders that the Company is making significant progress with respect to the DLC acquisition, despite the challenging current macroeconomic environment and its influence on capital markets. Despite these potential distractions, Grapefruit’s management, staff and outside professionals continue to work very efficiently together to ensure a successful acquisition of DLC as the next event in the Company’s evolution to a wellness-driven, medical science-based, canna-focused biotech company.”

To purchase Grapefruit’s groundbreaking patented Hourglass CBD delivery topical cream outside of Canada, please visit: https://hourglassonlinestore.com/

To learn more about Grapefruit’s new sustained-release patented Hourglass THC + Cannabinoid topical cream, please watch this promotional video: https://www.youtube.com/watch?v=6cU9MJMgH1w&feature=youtu.be and visit our website at: https://grapefruitblvd.com/hourglass/

For investor information, please visit Grapefruit’s website at:
https://grapefruitblvd.com/investor-relations/

Follow Grapefruit on Facebook, Instagram, LinkedIn and Twitter:
Facebook | Instagram | LinkedIn | Twitter

About Grapefruit

Grapefruit’s corporate headquarters is in Westwood, Los Angeles, California. Grapefruit holds California permits and licenses to both manufacture and distribute cannabis products in the Golden State. Grapefruit’s extraction laboratory and manufacturing and distribution facilities are located in the industry-recognized Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, located on the extension of North Canyon Road, approximately 14 miles north of downtown Palm Springs. To obtain further information on Grapefruit and its operations, please visit the Company’s website at https://grapefruitblvd.com/.

Safe Harbor Statement

Grapefruit cautions that any statement included in this press release that is not a description of historical facts is a forward-looking statement. Many of these forward-looking statements contain the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties inherent in Grapefruit’s business, including, without limitation: the Company may not ever obtain additional funds necessary to support its business development and growth plans; and the Company may not ever achieve the market success to reach or sustain a profitable business. In addition, there are risks and uncertainties related to economic recession or terrorist actions, competition from much larger cannabis companies, unexpected costs and delays, potential product liability claims and many other factors. More detailed information about Grapefruit and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2022, and its Registration Statement on Form S-1/A. Such documents may be read free of charge on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Grapefruit undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

Investor Relations Contact:
Bradley Yourist
[email protected]
18776 Blue Dream Crossing, Unit LL1 53-07
Desert Hot Springs, California 92240
(760) 205-1382
https://grapefruitblvd.com/

Please be aware that our social media accounts can be used from time to time for additional material events. They can be found here:

Grapefruit USA:
Facebook: https://www.facebook.com/Grapefruit-Boulevard-2304698596251925/
Instagram: https://www.instagram.com/grapefruit_usa/
Twitter: https://twitter.com/grapefruitusa
LinkedIn: https://www.linkedin.com/company/grapefruit-boulevard/
Weedmaps: https://weedmaps.com/brands/grapefruit

Corporate Communications:
InvestorBrandNetwork (IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
[email protected]

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

LOS ANGELES and DESERT HOT SPRINGS, Calif., Aug. 18, 2022 (GLOBE NEWSWIRE) — via InvestorWire — Grapefruit USA, Inc. (OTCQB: GPFT) (“Grapefruit” or the “Company”), an innovative California-based cannabiotech company, today updates its recent announcement of the proposed acquisition of Diagnostic Lab Corporation of Englewood Cliffs, New Jersey (“DLC”), a diversified food and agriculture safety company, and also announces the recapitalization of the Company. The Company is finalizing its due diligence on DLC and is in the final stages of negotiating the terms of its anticipated financing and structuring of the transaction documents, all of which it expects to complete in the next several weeks.

Bradley J. Yourist, Grapefruit’s CEO and co-founder, commented, “We are providing this update at this time to inform our many loyal shareholders that the Company is making significant progress with respect to the DLC acquisition, despite the challenging current macroeconomic environment and its influence on capital markets. Despite these potential distractions, Grapefruit’s management, staff and outside professionals continue to work very efficiently together to ensure a successful acquisition of DLC as the next event in the Company’s evolution to a wellness-driven, medical science-based, canna-focused biotech company.”

To purchase Grapefruit’s groundbreaking patented Hourglass CBD delivery topical cream outside of Canada, please visit: https://hourglassonlinestore.com/

To learn more about Grapefruit’s new sustained-release patented Hourglass THC + Cannabinoid topical cream, please watch this promotional video: https://www.youtube.com/watch?v=6cU9MJMgH1w&feature=youtu.be
and visit our website at: https://grapefruitblvd.com/hourglass/

For investor information, please visit Grapefruit’s website at:
https://grapefruitblvd.com/investor-relations/

Follow Grapefruit on Facebook, Instagram, LinkedIn and Twitter:
Facebook | Instagram | LinkedIn | Twitter

About Grapefruit

Grapefruit’s corporate headquarters is in Westwood, Los Angeles, California. Grapefruit holds California permits and licenses to both manufacture and distribute cannabis products in the Golden State. Grapefruit’s extraction laboratory and manufacturing and distribution facilities are located in the industry-recognized Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, located on the extension of North Canyon Road, approximately 14 miles north of downtown Palm Springs. To obtain further information on Grapefruit and its operations, please visit the Company’s website at https://grapefruitblvd.com/.

Safe Harbor Statement

Grapefruit cautions that any statement included in this press release that is not a description of historical facts is a forward-looking statement. Many of these forward-looking statements contain the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties inherent in Grapefruit’s business, including, without limitation: the Company may not ever obtain additional funds necessary to support its business development and growth plans; and the Company may not ever achieve the market success to reach or sustain a profitable business. In addition, there are risks and uncertainties related to economic recession or terrorist actions, competition from much larger cannabis companies, unexpected costs and delays, potential product liability claims and many other factors. More detailed information about Grapefruit and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2021, and its Registration Statement on Form S-1/A. Such documents may be read free of charge on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Grapefruit undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

Investor Relations Contact:
Bradley Yourist
[email protected]
18776 Blue Dream Crossing, Unit LL1 53-07
Desert Hot Springs, California 92240
(760) 205-1382
https://grapefruitblvd.com/

Please be aware that our social media accounts can be used from time to time for additional material events. They can be found here:

Grapefruit USA:
Facebook: https://www.facebook.com/Grapefruit-Boulevard-2304698596251925/
Instagram: https://www.instagram.com/grapefruit_usa/
Twitter: https://twitter.com/grapefruitusa
LinkedIn: https://www.linkedin.com/company/grapefruit-boulevard/
Weedmaps: https://weedmaps.com/brands/grapefruit

Corporate Communications:
InvestorBrandNetwork (IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
[email protected]

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

LOS ANGELES and DESERT HOT SPRINGS, Calif., Sept. 15, 2021 (GLOBE NEWSWIRE) — via InvestorWire — Grapefruit USA, Inc. (OTCQB: GPFT) (“Grapefruit” or the “Company”), a premiere, fully licensed California-based cannabis company, today announces that on Friday, Sept. 10, 2021, the Company closed on the acquisition of a controlling interest in Monterey, California-based Summit Boys, Inc. (“Summit Boys”) from one of Summit Boys’ founders in a stock-for-stock transaction valued at $250,000, based on GPFT’s Sept. 10, 2021, closing price. All Summit Boys revenues will henceforth be consolidated with Grapefruit’s financial statements.

Summit Boys is very well recognized as a premium extracts brand that manufactures high-quality products in California. These cannabis extracts include sugar, crumble, badder, live resin, diamonds, budder, sauce, caviar and other extracted cannabis products, which are currently placed in hundreds of licensed dispensaries throughout California, including in well-known and popular cannabis retail dispensaries such as Cookies and Stiiizy, and are protected by United States of America Trademark Reg. No. 6406802, July 6, 2021.

Bradley J. Yourist, Grapefruit CEO, commented, “Summit Boys is a highly respected extracts brand in the California cannabis market, and we are very pleased with the completion of this transaction, pursuant to which Grapefruit has been able to use its common stock as a currency to acquire a value-added, cash-producing asset for its portfolio. This is a model that we hope to replicate many times to complement the revenue growth derived from our disruptive, patented Hourglass THC/Cannabinoid delivery cream.”

Michael Larson, founder of Summit Boys, commented, “We are a multiple award-winning cannabis extract company from California. I am beyond excited to work with Grapefruit going forward. We now have access to a larger distribution network and capital to expand Summit Boys’ footprint into multiple states. This transaction really benefits our customers and I cannot wait to see the results! Summit Boys has become a staple in cannabis extracts and will continue to produce industry-leading products. Now, we believe the Grapefruit connection affords tremendous growth potential.”

To learn more about Grapefruit’s new sustained-release Hourglass THC + Cannabinoid Topical Delivery Cream, please watch this promotional video: https://www.youtube.com/watch?v=6cU9MJMgH1w&feature=youtu.be and visit our website at: https://grapefruitblvd.com/hourglass/

To learn more about Summit Boys and its products, please visit: https://weedmaps.com/brands/summit-boys

For investor information, please visit our website at: https://grapefruitblvd.com/investor-relations/

About Grapefruit

Grapefruit’s corporate headquarters is in Westwood, Los Angeles, California. Grapefruit holds California permits and licenses to both manufacture and distribute cannabis products in the Golden State. Grapefruit’s extraction laboratory and manufacturing and distribution facilities are located in the industry-recognized Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, located on the extension of North Canyon Road, approximately 14 miles north of downtown Palm Springs. To obtain further information on Grapefruit and its operations, please visit the Company’s website at https://grapefruitblvd.com/.

Safe Harbor Statement

Grapefruit cautions that any statement included in this press release that is not a description of historical facts is a forward-looking statement. Many of these forward-looking statements contain the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties inherent in Grapefruit’s business, including, without limitation: the Company may not ever obtain additional funds necessary to support its business development and growth plans; and the Company may not ever achieve the market success to reach or sustain a profitable business. In addition, there are risks and uncertainties related to economic recession or terrorist actions, competition from much larger cannabis companies, unexpected costs and delays, potential product liability claims and many other factors. More detailed information about Grapefruit and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended Dec. 31, 2021, its quarterly report on Form 10-Q for the period ended June 30, 2021, and its registration statement on Form S-1 filed on Aug. 23, 2021. Such documents may be read free of charge on the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Grapefruit undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

Investor Relations Contact:
Bradley Yourist
[email protected]
18776 Blue Dream Crossing, Unit LL1 53-07
Desert Hot Springs, California 92240
(760) 205-1382
https://grapefruitblvd.com/

Please be aware that our social media accounts can be used from time to time for additional material events. They can be found here:

Grapefruit USA:
Facebook: https://www.facebook.com/Grapefruit-Boulevard-2304698596251925/
Instagram: https://www.instagram.com/grapefruit_usa/
Twitter: https://twitter.com/grapefruitusa
LinkedIn: https://www.linkedin.com/company/grapefruit-boulevard/
Weedmaps: https://weedmaps.com/brands/grapefruit

Corporate Communications
IBN (InvestorBrandNetwork)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
[email protected]

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.