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TerrAscend Announces Proposed US$20 million -US $30 million Non-Brokered Private Placement

TerrAscend Announces Proposed US$20 million -US $30 million Non-Brokered Private Placement...

articleTerrascend Corp.April 22, 20193/company/terrascend-corp/news/terrascend-announces-proposed-usdollar20-million-us-dollar30-million-non-brokered-private-placement
TerrAscend Announces Proposed US$20 million -US $30 million Non-Brokered Private Placement

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[{"type":"text","content":"\n\n\n\nTerrAscend Announces Proposed US$20 million -US $30 million Non-Brokered Private Placement\n\n/* Style Definitions */\nspan.prnews_span\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\na.prnews_a\n{\ncolor:blue;\n}\nli.prnews_li\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\np.prnews_p\n{\nfont-size:0.62em;\nfont-family:\"Arial\";\ncolor:black;\nmargin:0in;\n}\n.prntac{\nTEXT-ALIGN: CENTER\n}\n\n\n\n\n\n\n\nCanada NewsWire\nTORONTO, April 22, 2019\n\n\n\n/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES/\n TORONTO, April 22, 2019 /CNW/ - TerrAscend Corp. (CSE:TER) (\"TerrAscend\" or the \"Company\") today announced that the Company intends to complete a non-brokered private placement (the \"Private Placement\") to raise approximately US$20 million – US$30 million through the issuance of approximately 3.5 million to 5.2 million common shares in the capital of the Company (the \"Common Shares\") at an issue price of US$5.73 per Common Share. \n\n \n \n\n \nThe Company has received an indicative lead order from funds advised by JW Asset Management, LLC (\"JW\") for a minimum investment of US$10,000,000.  Prior to giving effect to the Private Placement, JW directly or indirectly owns or controls approximately 35,021,529 Common Shares (as-converted from proportionate voting shares), representing approximately 30% of the issued and outstanding Common Shares on a non-diluted, fully-converted basis.\nThe Company intends to use the proceeds from the Private Placement to fund its United States acquisition strategy and for working capital and general corporate purposes.\nThe issuance of Common Shares to JW, an affiliate of Jason Wild, chairman of TerrAscend, and current insider of the Company, will be exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (\"MI 61-101\") by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that JW's proposed subscription does not exceed 25% of the Company's market capitalization.  The terms of the Private Placement were reviewed and unanimously approved by the disinterested members of the Company's board of directors. \nSubject to the satisfaction of customary closing conditions, including the approval of the Canadian Securities Exchange, ...

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