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Canopy Growth and Canopy Rivers Complete TerrAscend Restructuring

Published: 11/30/2018

Team: Jamie Litchen, Jonathan Sherman

On November 30, 2018, Canopy Growth Corporation and Canopy Rivers Inc. completed a restructuring transactions with TerrAscend Corp. pursuant to which TerrAscend restructured its share capital by way of a plan of arrangement under the Business Corporations Act (Ontario) in order to pursue strategic transactions in the cannabis sector internationally while ensuring compliance for Canopy Growth and Canopy Rivers with the policies of the New York Stock Exchange, Toronto Stock Exchange and TSX Venture Exchange, respectively.

Canopy Growth and Canopy Rivers each exchanged 11,285,456 common shares and warrants to purchase 9,545,456 common shares, valued at approximately $133 million, for 19,445,285 exchanges shares held by each of Canopy Growth and Canopy Rivers. The exchangeable shares only become convertible into common shares following changes in U.S. federal laws regarding the cultivation, distribution or possession of marijuana, the compliance of TerrAscend with such laws and the approval of the various securities exchanges upon which Canopy Growth and Canopy Rivers are listed. 

Cassels Brock acted for Canopy Growth and Canopy Rivers on this innovative restructuring transaction with a team that included Jamie Litchen and Jonathan Sherman (Securities and Cannabis).