Entourage Health Corp. Completes Strategic Share Acquisition

Entourage Health Corp. Completes Strategic Share Acquisition

Entourage Health Corp. (TSX-V: ENTG) (OTCQX: ETRGF) (FSE: 4WE) has successfully closed a significant plan of arrangement, marking a transformative step for the company. This arrangement involved the acquisition of all outstanding common shares by 1001095275 Ontario Inc., a related entity of LiUNA Pension Fund of Central and Eastern Canada. With the effective date set for March 31, 2025, this move represents a cash consideration of C$0.005 for each common share.

Details of the Arrangement

The arrangement is not only focused on common shares but also includes the settlement for certain convertible securities of the company. These actions were part of a larger debt settlement agreement with holders of C$1,013,050 in unsecured debentures. As part of this agreement, the company fulfilled its obligation to repay these unsecured debentures with a total cash payment of C$250,000. This step was completed in conjunction with the arrangement’s closure, showcasing the company’s commitment to financial responsibility and corporate governance.

Approval and Implementation Timeline

Shareholders formally approved the arrangement on March 21, 2025, with the necessary judicial endorsement received shortly thereafter on March 26, 2025. George Scorsis, CEO of Entourage, expressed optimism about this pivotal transition, highlighting the company's robust business model and the promising prospects on the horizon. He acknowledged LiUNA’s critical role in reaching this milestone and emphasized the intention to strengthen their partnership.

Moving Forward with De-listing

With the completion of the arrangement, Entourage Health Corp. intends to initiate the delisting process for its common shares from the TSX Venture Exchange, the Frankfurt Stock Exchange, and OTC Markets. This process is expected to occur as soon as practical, signaling the corporate shift towards a more private operational structure. Entourage aims to submit applications to relevant securities regulators to cease being a reporting issuer and to terminate its public reporting obligations.

Shareholder Actions Required

As a result of the arrangement, registered shareholders now have the right to receive the stipulated cash consideration. To facilitate this, they must surrender their share certificates coupled with a completed Letter of Transmittal to TSX Trust Company. The pertinent documentation regarding this process was shared with shareholders through an information circular dated February 10, 2025. For any questions about this process, shareholders can reach out to TSXT via provided contact numbers.

Entourage Health Corp. Overview

Entourage Health Corp. operates as the parent company of Entourage Brands Corp., focusing on producing and distributing both medical and adult-use cannabis products. Their fully licensed processing facility spans over 26,000 square feet in Aylmer, ON. Through its robust multi-channel distribution strategy, Entourage extends its reach via its brand Starseed Medicinal, which caters specifically to medical patients. This brand's unique partnership with LiUNA, Canada’s largest construction union, enhances their distribution effectiveness, demonstrating a strategic edge in the competitive cannabis market.

Diverse Product Offering

Entourage has expanded its portfolio in the adult-use segment, which includes notable brands such as Color Cannabis, Saturday Cannabis, Dime Bag, and Syndicate. Each of these brands is sold through multiple provincial distribution networks across the country. Furthermore, Entourage proudly holds exclusive rights as the Canadian producer and distributor of the award-winning wellness brand Mary’s Medicinals, available in both medical and adult-use categories.

Investor Relations Contact Information

For any inquiries from investors or media, the company provides a direct contact line at 1-888-385-5003. Investors can also reach out via email for detailed information regarding their interests.

Frequently Asked Questions

What is the significance of the arrangement closed by Entourage Health Corp.?

The arrangement allows for a comprehensive acquisition of shares, marking a key transition in the company's structure and ownership.

Who acquired the shares of Entourage Health Corp.?

The shares were acquired by 1001095275 Ontario Inc., linked to the LiUNA Pension Fund of Central and Eastern Canada.

What happens to Entourage's public trading status?

The company plans to delist its shares from various exchanges and will cease to be a reporting issuer.

How can shareholders claim their cash consideration?

Shareholders must surrender their share certificates along with a completed Letter of Transmittal to receive the cash consideration.

What products does Entourage Health Corp. offer?

Entourage offers a range of cannabis products, including both medical and adult-use brands such as Starseed Medicinal and Color Cannabis.

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