Gage Announces Amendment to the Membership Interest Purchase Agreement and Extension of Proxy Cut-Off for Voting at Special Meeting

Amendment is expected to facilitate and potentially expedite the timeframe in which the conditions for the closing of the acquisition of Gage may be completed

Deadlines to accept proxies and revocations extended to 8:00 a.m. (Eastern time) on the date of the special meeting, November 11, 2021

Gage encourages all shareholders to submit their votes in advance of the extended proxy and revocation cut-off; over 99% of the votes submitted by shareholders and minority shareholders have been voted FOR the arrangement with TerrAscend

DETROIT, Mich. and TORONTO, Nov. 9, 2021 /CNW/ - Gage Growth Corp. ("Gage" or the "Company") (CSE: GAGE) (OTCQX: GAEGF), a leading high-quality premium cannabis brand and operator in Michigan, today announced that, as part of the previously announced acquisition of Gage by TerrAscend Corp. ("TerrAscend"), TerrAscend's wholly-owned subsidiary (the "TerrAscend Subsidiary") entered into an amendment (the "MIPA Amendment") to the membership interest purchase agreement (the "MIPA") with the owners of the licenses that Gage supports in the State of Michigan (the "Licensed Operators").

As announced on September 1, 2021, Gage entered into an arrangement agreement, as amended (the "Arrangement Agreement"), in respect of the proposed acquisition of all of the issued and outstanding subordinate voting shares of Gage by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the "Transaction"). As set out in Gage's management information circular dated October 12, 2021 (the "Gage Circular"), concurrent with TerrAscend and Gage entering into the Arrangement Agreement, the TerrAscend Subsidiary entered into the MIPA with the Licensed Operators and the direct or indirect owner of the Licensed Operators which hold cannabis licenses and permits in connection with the Gage business (the "Seller").

The 'First Closing' under the MIPA is a condition precedent for the completion of the Transaction. The purpose of entering into the MIPA Amendment is to potentially expedite achieving the 'First Closing' and, in turn, the completion of the Transaction, as described in more detail below. No other amendments are being made to the MIPA, the plan of arrangement or the Arrangement Agreement at this time. A copy of the MIPA Amendment will be filed under Gage's profile on SEDAR at www.sedar.com.

The MIPA 'First Closing'

As set out in the Gage Circular, prior to entering into the MIPA Amendment, the 'First Closing' was conditional upon the transfer of cannabis licenses and permits representing 70% of Gage's revenue to Thrive Enterprises, LLC (among other conditions that must be satisfied or waived and described in more detail in the Gage Circular). The MIPA Amendment allows for the 70% revenue condition to now be achieved through AEY Holdings, LLC, in addition to Thrive Enterprises, LLC. Both entities are Licensed Operators owned directly or indirectly by the Seller which hold cannabis licenses and permits in connection with the Gage business.

Completion of the Transaction remains subject to court approval and the requisite approval of Gage's and TerrAscend's shareholders. If the requisite approvals are obtained, the Transaction will be completed as soon as possible after satisfaction or waiver of all remaining conditions precedents, including required regulatory and licensing approvals.

Gage Shareholder Meeting and Extension of Deadline to Submit Proxies and Revocations

Gage's special meeting of shareholders will continue to be held virtually at http://web.lumiagm.com/252578815 on Thursday, November 11, 2021, at 10:00 a.m. (Eastern Time) (the "Gage Meeting").

In order to permit Gage shareholders the maximum opportunity to have their vote represented at the Gage Meeting, the deadline for the submission of proxies and the deadline for the revocation of a previously submitted proxy will be extended to 8:00 a.m. (Eastern time) on Thursday, November 11, 2021. Shareholders are referred to the Gage Circular for detailed instructions on how to vote as a registered or beneficial shareholder.

Over 99% of the votes submitted to date by the shareholders of Gage (including minority shareholders) have been voted FOR the resolution approving the Transaction, as further set out in the Gage Circular. Gage continues to encourage all shareholders to submit their votes in advance of the extended proxy cut-off.

If you have any questions or require assistance with voting your proxy, please contact Gage at 1-(833)-455-4243 or by email at [email protected].

About Gage Growth Corp.

Gage Growth Corp. is innovating and curating the highest quality cannabis experiences possible for cannabis consumers in the state of Michigan and bringing internationally renowned brands to market. Through years of progressive industry experience, the firm's founding partners have successfully built and grown operations with federal and state licenses, including cultivation, processing and retail locations. Gage's portfolio includes city and state approvals for 19 "Class C" cultivation licenses, three processing licenses and 15 provisioning centers (dispensaries).

For more information about Gage Growth Corp., visit www.gagecannabis.com or www.gageinvestors.com.

Instagram: @gagemichigan
Facebook: @gageusa
Twitter: @gagecannabisco

Caution Regarding Cannabis Operations in the United States

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. While legal in certain states, cannabis remains a Schedule I drug under the U.S. Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable U.S. federal money laundering legislation.

Explanatory Note Regarding the Company's Operations

References in this news release to the Company and its operations and portfolio are inclusive of the operations and assets of certain licensed cannabis operators that operate under the Gage brand pursuant to contractual arrangements with the Company. For additional information, please refer to the Company's long form prospectus dated March 26, 2021 and other disclosure documents available on the Company's profile at www.sedar.com.

Forward Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, "may", "would", "could", "will", "likely", "expect", "anticipate", "believe, "intend", "plan", "forecast", "project", "estimate", "outlook" and other similar expressions, and include, but are not limited to statements with respect to the anticipated completion of the Arrangement and the satisfaction of closing conditions of the Arrangement which include, without limitation: (i) required court and Gage and TerrAscend shareholder approvals, (ii) obtaining the necessary approvals from the CSE for the listing of the TerrAscend securities issuable in connection with the Arrangement; (iii) the required state and municipal regulatory approvals; (iv) other approvals and closing conditions contained in the Arrangement Agreement; and (v) potential benefits from the amendment to the MIPA. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment; and the availability of licenses, approvals and permits.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information including, but not limited to, those risks disclosed in the Company's most recently filed management's discussion and analysis and other disclosure documents available on the Company's profile at www.sedar.com. The statements in this press release are made as of the date of this release. The Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

SOURCE Gage Cannabis Co.