US$22 million transaction, including minimal US$1.5 million cash component, expected to be immediately accretive on an EBITDA and cashflow basis

8,500 square foot dispensary located in close proximity to Delaware, with no other dispensaries within a 25-mile radius

TORONTO, June 08, 2023 (GLOBE NEWSWIRE) — TerrAscend Corp. (“TerrAscend” or the “Company”) (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced that on June 7, 2023 it entered into a definitive agreement to acquire Derby 1, LLC (d/b/a “Peninsula Alternative Health”), a medical dispensary in Maryland. The transaction will add a second dispensary to the Company’s Maryland footprint in advance of adult-use sales, which will begin on July 1, 2023. Under the terms of the agreement, TerrAscend will acquire Peninsula Alternative Health (“Peninsula”) for total consideration of US$22.1 million (the “Transaction”), including US$1.5 million in cash, with the remainder in a combination of existing debt, a seller’s note, and stock. The transaction, which is expected to be immediately accretive to TerrAscend on an EBITDA and cashflow basis, is subject to customary closing conditions, including regulatory approval.

Peninsula Alternative Health is one of the highest performing medical dispensaries in Maryland with a net revenue run rate in 2023 of approximately US$14 million. Strategically located near the Delaware border in Salisbury, Maryland, this 8,500 square foot dispensary has no direct competitor within a 25-mile radius. TerrAscend expects to achieve significant sales and margin improvement by supplying a complete selection of its high-quality brands including Kind Tree, Gage, Cookies and Wana. Following the close of the Transaction, TerrAscend’s retail footprint will increase to 35 dispensaries nationwide.

“Adding a second, high-performing medical dispensary in Maryland is an important step in our strategy to become a market leader in the state,” said Jason Wild, Executive Chairman of TerrAscend. “We expect Peninsula to quickly become one of our highest performing dispensaries nationwide. With less than 30 days until the launch of adult use in Maryland, we are focused on additional acquisitions and reaching the four-dispensary cap as our northeast business unit will soon be operating in Maryland under the same successful business model we built in NJ.”

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, Maryland, Michigan and California and retail operations 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, Legend, State Flower, and Valhalla Confections. For more information visit www.terrascend.com.

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.

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 statements with respect to future revenue and profits. 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. Such risks and uncertainties include, but are not limited to, the success of the launch of adult use sales in Maryland and in the Peninsula transaction specifically, 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; and the risk factors set out in the Company’s most recently filed MD&A, filed with the Canadian securities regulators and available under the Company’s profile on SEDAR at www.sedar.com and in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 16, 2023.

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.

For more information regarding TerrAscend:
Keith Stauffer
Chief Financial Officer
717-343-5386
IR@terrascend.com

Briana Chester
MATTIO Communications
424-465-4419
terrascend@mattio.com

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.

NEWPORT BEACH, CA / ACCESSWIRE / May 17, 2022 / Jacksam Corporation dba Convectium (OTCQB:JKSM) (“Jacksam” or “Convectium” or the “Company”), a workflow automation Company focused on developing system solutions for the cannabis and CBD industry, today announced financial and operational results for the three months ended March 31, 2022.

Key Financial Highlights for Three Months Ended March 31, 2022 (Year-over-Year as Compared with the Three Months Ended March 31, 2021)

• Revenue increased slightly to $1.8 million; due to shipping delays from China
• Record quarterly cartridge sales increased 662% to $0.7 million
• Gross profit decreased 19% to $0.4 million
• Operating expenses as a percentage of revenue declined to 23%, from 29%, reflecting continued focus on optimization
• Operating income decreased slightly to $1,380
• EBITDA decreased slightly to $1,884
• Net income improved to $29,384, from a loss of $8,682
• Cash balance strengthened to $0.8 million

Business Highlights for the Three Months Ended March 31, 2022

• Partnered with Emerald Scientific, LLC to expand the distribution for Convectium’s workflow automation systems and equipment solutions for the cannabis and CBD industry
• Raised $1.0 million in Series B Preferred Stock from two institutional investors
• Cartridge Sales Increased by 662% to Record $0.7 Million

Emerald Scientific, LLC Partnership

On February 28, 2022, Jacksam partnered with Emerald Scientific, LLC making Convectium the exclusive provider of filling and capping systems to Emerald. Emerald Scientific has been an industry leader in the distribution of scientific supplies and equipment to cannabis and hemp labs and manufacturing facilities since 2012.Emerald has a proven track record of being a leading distributor in the space, driven by a world class sales team.

Management Commentary

Mark Adams, Jacksam’s Chief Executive Officer, commented, “We are pleased with our first quarter results, especially our purchase order and interest activity around our 710 Shark filing systems, 710 Captain capping systems, PreRoll-ER pre-roll and cone filling systems and cartridges. We continue to see increased demand for our automated equipment solutions across the cannabis and CBD industries.”

Adams, continued, “While revenue was up just slightly due to lower machine sales, we had record quarterly cartridge sales. Our ability to fulfill customer orders during the quarter was negatively impacted by the lockdown of major cities in China due to Covid-19, which caused shipping issues of systems from China to the U.S. Our continued focus on operation optimization and efficiency led to another decrease of operating expenses as a percentage of revenue.”

Adams, concluded, “We have a strong base having now recorded 6 consecutive quarters of $1.3 to 1.9 million revenue with quarterly operating performance ranging from a negative $0.4 million to a profitable $0.1 million. We believe our strategy of providing automated equipment to address manufacturing and processing bottlenecks of our customers and increasing our predictable recurring revenue has positioned us well to become the premier solution provider in the industry.”

Financial Results for Three Months Ended March 31, 2022

• Revenue for the three months ended March 31, 2022 increased slightly by $0.0 million, or 0%, to $1.8 million, compared to $1.8 million for the three months ended March 31, 2021. For the three months ended March 31, 2022, the breakdown of sales comprised of $1.0 million of system sales and $0.7 million of cartridge sales, compared to $1.6 million of system sales and $0.1 million of cartridge sales for the three months ended March 31, 2021.
• Revenue for the three months ended March 31, 2022 was negatively impacted by the lockdown of major cities in China due to Covid-19, which caused shipping issues of systems from China to the U.S. This adversely impacted our ability to fulfill the order of our customers during the quarter. However, lower machine sales were offset by record quarterly cartridge sales driven by our strong execution of strategic partnership and customer development.
• Gross profit for the three months ended March 31, 2022 decreased by $0.1 million, or 19%, to $0.4 million, compared to $0.5 million for the three months ended March 31, 2021. Gross margin decreased to 24% for the three months ended March 31, 2022, as compared to 29% during the three months ended March 31, 2021, primarily due to a higher mix of cartridge sales.
• Operating expenses for the three months ended March 31, 2022 decreased by $0.1 million, or 18%, to $0.4 million, compared to $0.5 million for the three months ended March 31, 2021. Operating expenses as a percentage of revenue decreased to 23% from 29% for the three months ended March 31, 2022, reflecting the Company’s continued focus on operation optimization and efficiency. Management believes this ratio will decrease going forward as revenues continue to grow at a higher rate than operating expenses.
• Operating income for the three months ended March 31, 2022 decreased slightly by $2,370 to $1,380, compared to $3,750 for the three months ended March 31, 2021.
• Net income for the three months ended March 31, 2022 improved to $29,384, compared to a net loss of $8,682 for the three months ended March 31, 2021. Of note, net income for the three months ended March 31, 2022 included non-cash items of interest expense of $249,094 and a derivative gain of $287,098. The resulting EPS profit for the three months ended March 31, 2022, was $0.00, as compared to an EPS loss of ($0.00) for the three months ended March 31, 2022.
• As of March 31, 2022, Jacksam had $0.8 million in cash, compared to $0.3 million on December 31, 2021.

About Jacksam Corporation dba Convectium

Jacksam Corporation dba Convectium (OTCQB:JKSM) designs and markets automated vape, POD and cartridge filling/capping systems for the cannabis and CBD industry. We are also a distributor of other CBD and cannabis automation solutions including the “PreRoll-ER” automated pre roll machine. Our automated equipment is designed and built in the U.S. and carries full UL certification in the U.S. Using Jacksam/Convectium’s automated equipment, our customers increase output by up to 60 times over hand filling. Jacksam/Convectium is focused on helping our customers automate their workflow and quickly get custom branded products onto dispensary shelves. Over 250 companies, including many dominant brands and multi state operators (MSO’s) in this industry, rely on Jacksam/Convectium for automation of their production and back office operations.

For additional information, please visit: https://www.convectium.com.

Safe Harbor Statement

This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, the Company’s ability to retain the listing of its common stock on the OTCQB Market; the impact of the COVID-19 pandemic on our results of operations and our business. More detailed information about the Company 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 (“SEC”), including the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at www.sec.gov.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement was made, except to the extent required by applicable securities laws.

Investors Contact:
[email protected]

SOURCE: Jacksam Corp.

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.

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.