Canopy Growth Corporation (NYSE: CGC) and Canopy Rivers Inc. (TSXV: RIV) announced on November 30th the completion of the TerrAscend Corp. (CSE: TER) restructuring. The company’s restructured share capital was arranged with and through the Business Corporations Act in Ontario. TerrAscend shareholders voted to approve the arrangement at a special meeting on November 27th of this year.
Canopy Growth and Canopy Rivers agreed to restructure the investments they made into TerrAscend to maintain their strict compliance to industry regulations with security exchanges. Both companies exchanged TerrAscend common shares for exchangeable shares in TerrAscend capital that are able to convert into common shares upon changes in U.S. federal laws on cannabis cultivation, distribution, and possession of cannabis.
Both of the companies had 11,285,456 common shares and warrants for 9,545,456 common shares at approximately 11.7% of the outstanding and issued common shares and 19.7% on a partially diluted basis. The value of common shares and warrants that Canopy Growth and Rivers exchanged totaled to an approximate $133 million. The two companies received 19,455,285 exchangeable shares with each owning 50% of the issued and outstanding exchangeable shares. Canopy Growth and Rivers both do not hold any other securities with the company.
Risk of Prosecution for Marijuana-Related Companies. If you are considering investing in a company that is connected to the marijuana industry, be aware that marijuana-related companies may be at risk of federal, and perhaps state, criminal prosecution. The Department of Treasury recently issued guidance noting: “[T]he Controlled Substances Act (“CSA”) makes it illegal under federal law to manufacture, distribute, or dispense marijuana. Many states impose and enforce similar prohibitions. Notwithstanding the federal ban, as of the date of this guidance, 20 states and the District of Columbia have legalized certain marijuana-related activity.”