Entourage Health Enters into Voting Support Agreement and Announces Proposed Amendments to its 8.5% Unsecured Convertible Debentures
Company looks to improve capital structure and create long-term value for all security holders
Entourage Health Corp. (formerly WeedMD Inc.) (TSX-V:ENTG) (OTCQX:ETRGF) (FSE:4WE) (“Entourage” or the “Company”), a Canadian producer and distributor of award-winning cannabis products, is pleased to announce that it has entered into voting support agreements with certain holders of the Company’s 8.5% unsecured convertible debentures due September 25, 2022 (the “Debentures”), including Hygrovest Limited, the largest holder of Debentures (collectively, the “Supporting Debentureholders”), to vote in favour of certain proposed amendments to the trust indenture dated as of September 25, 2019 between TSX Trust Company and the Company (the “Indenture”) governing the Debentures (the “Proposed Amendments”). Upon approval of the Proposed Amendments, the Indenture would be amended to, among other things, (i) accelerate the maturity date of the Debentures to June 30, 2022 (the “New Maturity Date”); and (ii) amend the cash amount payable in respect of the Debentures on the New Maturity Date to be 60% of the principal amount of the Debentures, together with any accrued and unpaid interest thereon up to the New Maturity Date, less any tax required by law to be deducted.
Entourage and its Board of Directors believe the Proposed Amendments are aligned with the Company’s strategy to implement lasting initiatives that could improve the Company’s capital structure and create long-term value for all security holders.
The Proposed Amendments are subject to approval by the TSX Venture Exchange and the approval of the holders of the Debentures (the “Debentureholders”). Approval from the Debentureholders will be sought at a meeting of the Debentureholders (the “Meeting”) on June 20, 2022 to be held virtually. To be effective, the resolution approving the Proposed Amendments must be passed by at least 662/3% of the aggregate principal amount of the Debentures represented in person or by proxy at the Meeting. Materials for the Meeting will be available on SEDAR concurrent with the mailing thereof to registered Debentureholders on or around May 26, 2022.
As of May 12, 2022, approximately CDN$12,765,000 aggregate principal amount of Debentures are issued and outstanding. The Supporting Debentureholders beneficially own, in the aggregate, CDN$6,335,000 aggregate principal amount of Debentures, representing approximately 49.6% of the issued and outstanding Debentures.
About Entourage Health Corp.
Entourage Health Corp. is the publicly traded parent company of Entourage Brands Corp. (formerly WeedMD RX Inc.) and CannTx Life Sciences Inc., licence holders producing and distributing cannabis products for both the medical and adult-use markets. The Company owns and operates a state-of-the-art hybrid greenhouse and processing facility located on 158-acres in Strathroy, ON; a fully licensed 26,000 sq. ft. Aylmer, ON processing facility, specializing in cannabis extraction; and a micropropagation, tissue culture and genetics centre-of-excellence in Guelph, Ontario. With its Starseed Medicinal medical-centric brand, Entourage has expanded its multi-channeled distribution strategy. Starseed’s industry-first, exclusive partnership with LiUNA, the largest construction union in Canada, along with employers and union groups complements Entourage’s direct sales to medical patients. Entourage’s elite adult-use product portfolio includes Color Cannabis, Saturday Cannabis and Royal City Cannabis Co. – sold across eight provincial distribution agencies. The Company also maintains strategic relationships in the seniors’ market and supply agreements with Shoppers Drug Mart. It is the exclusive Canadian producer and distributor of award-winning U.S.-based wellness brand Mary’s Medicinals sold in both medical and adult-use channels. Under a collaboration with The Boston Beer Company subsidiary, Entourage is also the exclusive distributor of cannabis-infused beverages in Canada, expected to launch in 2022.
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For further information, please contact:
For Investor Enquiries:
Valter Pinto or Scott Eckstein
Managing Director
KCSA Strategic Communications
1-212-896-1254
entourage@kcsa.com
investor@entouragecorp.com
For Media Enquiries:
Marianella delaBarrera
SVP, Communications & Corporate Affairs
416-897-6644
marianella@entouragecorp.com
Forward Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation which are based upon Entourage's current internal expectations, estimates, projections, assumptions and beliefs and views of future events. Forward-looking information can be identified by the use of forward-looking terminology such as "expect", "likely", "may", "will", "should", "intend", "anticipate", "potential", "proposed", "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may", "would" or "will" happen, or by discussions of strategy. Forward-looking information included in this press release includes, but is not limited to, statements in respect of the mailing of the materials for the Meeting and approval of the Proposed Amendments from the TSX Venture Exchange and the Debentureholders.
The forward-looking information in this news release is based upon the expectations, estimates, projections, assumptions and views of future events which management believes to be reasonable in the circumstances. Forward-looking information includes estimates, plans, expectations, opinions, forecasts, projections, targets, guidance or other statements that are not statements of fact. Forward-looking information necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; loss of markets; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the cannabis industry in Canada generally; the ability of Entourage to implement its business strategies; the COVID-19 pandemic; competition; crop failure; and other risks.
Any forward-looking information speaks only as of the date on which it is made, and, except as required by law, Entourage does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Entourage to predict all such factors. When considering this forward-looking information, readers should keep in mind the risk factors and other cautionary statements in Entourage’s disclosure documents filed with the applicable Canadian securities regulatory authorities on SEDAR at www.sedar.com. The risk factors and other factors noted in the disclosure documents could cause actual events or results to differ materially from those described in any forward-looking information.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE