TerrAscend Corp (OTCMKTS:TRSSF) has announced
that it has entered into a definitive agreement for the acquisition of Ilera
Healthcare. Ilera is one of the vertically integrated cannabis grower,
processor and dispensing operators in the state of Pennsylvania.

Ilera cultivates over 170 cannabis strains

Ilera has a
growing and processing facility in Waterfall PA that also includes a genetic
library of more than 170 different cannabis strains, modern packaging
technology and clean ethanol and CO2 extraction capabilities and an ultramodern
greenhouse. The greenhouse has been designed to offer optimal environmental
conditions for plant growth. Ilera also has a dispensary located in Plymouth
Meeting PA which is positioned to offer a welcoming secure and safe setting for
patients.

The company is
planning in the next six months to open two more dispensaries in Region 1 which
includes Chester, Philadelphia, Lancaster, Berks, Delaware, Bucks and
Schuylkill counties. Besides Ilera selling its products in its dispensaries it
also distributes concentrates, dried flower, topicals and tinctures to 50 out
of 52 medical cannabis dispensaries in Pennsylvania.

Transaction to cost between $125 million and $225
million

TerrAscend has
reached an agreement to acquire 100% interest of Ilera for a total cost of
between $125 million and $225 million which shall be paid in cash and TerrAscend
shares. Once the transaction is finalized TerrAscend is expected to pay sellers
$25 million in cash and proportionate voting shares of around $25 million which
is equivalent to 5 million shares. Equally up to $175 million in total will be
paid to sellers in 2020 and 2021 subject to Ilera meeting certain profitability
and revenue obligations.

The company expects to close the transaction in Q4 2019 depending to regulatory approval from the Health Department of Pennsylvania and other routine closing requirements. The cannabis company expected revenue of more than C$135 million in 2019 which does not include the contribution of the Ilera transaction.

After the
transaction is completed is expected that the senior operating team of Ilera
will continue holding management positions in the new TerraAscend entity. The
employees of the Plymouth Meeting dispensary and Waterfall cultivation facility
will also join TerraAscend.