It appears that the Toronto Stock Exchange has begun to slowly crack down on investments into the US cannabis space again. This time, the exchange demanded that the terms of the arrangement between Canopy Rivers (TSXV: RIV) and TerrAscend (CSE: TER) be modified so as to reduce the direct investment and ultimately, the conversion into equity, into that of a firm with US operations.
Canopy Rivers, under an October 2, 2019 loan agreement, was originally to acquire 13,243 debenture units of TerrAscend, at a price per unit of $1,000. In addition, each unit came with 25.2 common share purchase warrants at a price of C$6.49 per share. The total investment was stated to be US$10 million. However, it appears that this did not jive with the policies of the TSX and thus the terms have now been modified.
Instead of being in the form of debenture units, the monies handed over to TerrAscend will now be in the form of a straight loan, with no conversion option. The loan carries an interest rate of 6%, and is expected to mature on October 2, 2024, which is the same term length as the original agreement. All interest must be paid in cash rather than that of equity to conform to TSX policies.
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Additionally, 2,225,714 common share purchase warrants will also be issued as a result of the change in terms. The warrants are priced slightly lower at C$5.95 per share, and expire on October 2, 2024. The warrants however are only exercisable upon a “trigger event” occurring, which includes either the US legalization of cannabis at a federal level, or the permittance of the exchange upon which Canopy Rivers trades to invest in US cannabis operations.
Funds received from the financing will be used by TerrAscend for general corporate purposes, and “will not be used, directly or indirectly, in connection with any cannabis or cannabis-related operations in the United States, unless and until such operations comply with all applicable laws of the United States.”
TerrAscend last traded at $3.40 on the CSE.
Information for this briefing was found via Sedar and TerrAscend Corp. The author has no securities or affiliations related to this organization. Not a recommendation to buy or sell. Always do additional research and consult a professional before purchasing a security. The author holds no licenses.
