TerrAscend Corp. (CSE:TER) (OTCQX:TRSSF), a leading cannabis multi-state operator, announced Wednesday that, after acquiring Gage Growth Corp. (CSE:GAGE) (OTCQX:GAEGF), its subsidiary entered into an amendment to the membership interest purchase agreement (MIPA) with the licensed operators that Gage supports in the State of Michigan.
On September 1, 2021, TerrAscend entered into an agreement for the proposed acquisition of all of the securities of Gage, through a court-approved plan, under the Canada Business Corporations Act.
The purpose of the MIPA Amendment is to potentially expedite the ‘First Closing’ and, in turn, the completion of the transaction. No other amendments are being made to the MIPA.
The MIPA ‘First Closing’
According to TerrAscend, prior to entering into the MIPA Amendment, the ‘First Closing’ was conditional upon the transfer of cannabis licenses and permits representing 70% of Gage’s revenue to Thrive Enterprises, LLC (among other conditions).
The MIPA Amendment allows for the 70% revenue condition to now be achieved through AEY Holdings, LLC, in addition, to Thrive Enterprises, LLC.
The MIPA Amendment was recommended by the Special Committee to the TerrAscend board of directors, which determined it to be in the best interest of the firm. The board of directors unanimously approved the MIPA Amendment.
Completion of the transaction remains subject to court approval and the requisite approval of Gage’s and TerrAscend’s shareholders.