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Gage Growth Corp. Announces US$55 Million Senior Secured Debt Financing

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Provides Maximum Flexibility to Execute on Gage's Growth Strategy, Including Near-Term Retail Acquisition Opportunities

DETROIT, and TORONTO, Nov. 22, 2021 /PRNewswire/ - Gage Growth Corp. ("Gage" or the "Company") (CSE: GAGE) (OTCQX: GAEGF), a leading high-quality premium cannabis brand and operator in Michigan, today announced it has closed on a senior secured term loan (the "Term Loan") for aggregate gross proceeds of US$55 million (the "Offering"). Gage intends to use the proceeds (i) to finance the Company's retail acquisition strategy in Michigan, (ii) to support the Company's future growth, and (iii) for general working capital purposes. All retail acquisitions are expected to be accretive to Gage and TerrAscend Corp. ("TerrAscend") upon and subject to the completion of its proposed acquisition of Gage.

Gage Growth Corp. (CNW Group/Gage Cannabis Co.)
Gage Growth Corp. (CNW Group/Gage Cannabis Co.)

"This non-dilutive financing provides Gage with maximum flexibility to execute on near-term acquisition opportunities," said Fabian Monaco, CEO of Gage. "We received a great deal of interest and, through our advisors, had healthy participation in this transaction by a high-quality mix of institutional investors, led by Chicago Atlantic Advisors, LLC ("Chicago Atlantic"). Together with TerrAscend, we are committed to building one of the most dominant cannabis companies in Michigan. With the closing of this debt financing, we are well positioned to execute swiftly and drive value for our shareholders."

John Mazarakis, Partner of Chicago Atlantic, added, "Gage has built an extraordinary organization focused on high quality product, culture, and community, centered in a growing network of retail and cultivation assets. The terms of the Term Loan reflect the Gage management team and its employees' remarkable track-record of execution and extraordinary commitment to serving its communities."

The Term Loan bears interest at a per annum rate equal to the greater of 7.00% plus prime rate and 10.25%, payable monthly in arrears, with a maturity date of November 30, 2022. The Term Loan is secured by a first lien on all Company assets.

The placement was arranged by Canaccord Genuity Corp. and Chicago Atlantic as lead lender and administrative agent.

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 Canada, 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

About Chicago Atlantic and Green Ivy Capital LLC

Chicago Atlantic Advisers, LLC is an asset management firm specializing in direct lending and opportunistic private credit investing. Founded in 2018 by Tony Cappell, John Mazarakis, and Andreas Bodmeier, the firm seeks to capitalize on North American investment opportunities that are time-sensitive, complex, or in dislocated markets, where risk is fundamentally mispriced. Through its affiliate Green Ivy Capital, LLC, the firm manages a diversified portfolio of credit investments in the cannabis space and is actively investing across the value chain.

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) the potential benefits of the Term Loan on the Company's balance sheet, (ii) the Company's anticipated growth strategy, including anticipated retail acquisitions; (iii) the anticipated effects of the Term Loan and the closing of the anticipated retail acquisitions on the Company, including the completion of the proposed acquisition of the Company by TerrAscend Corp.; and (iv) the closing of the anticipated retail acquisitions and the acquisition by TerrAscend Corp. of all of the issued and outstanding securities of Gage and the timing thereof. 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.

Cision
Cision

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SOURCE Gage Cannabis Co.