Company also confirms it has signed an updated amended and restated credit agreement with senior lender, Bank of Montreal
TORONTO, Oct. 31, 2022 — Entourage Health Corp. ( (TSX-V:ENTG) (OTCQX:ETRGF) (FSE:4WE) (“Entourage” or the “Company”), a Canadian producer and distributor of award-winning cannabis products and brands, is pleased to announce it has amended and upsized its existing credit facility (the “Credit Facility”) with an affiliate of the LiUNA Pension Fund of Central and Eastern Canada (“LPF”), providing an additional $30 million in funding availability. The Credit Facility will be used by Entourage for general working capital purposes as the Company continues to execute its commercial goals to achieving sustainable profitable growth.
“Over the past two years, our strategic investor and affiliate partners of the LiUNA Pension Fund have supported and championed our commercial expansion that included the introduction of over 60 new innovative products, the addition of over 10 union groups and five top-tier insurance providers to our medical platform, a 75% increase in patient registrations, and over 500% increase in retail sales – all contributing to an average 55% revenue growth, year-over-year since 2019,” said George Scorsis, CEO and Executive Chairman. “We have consistently demonstrated sustainable topline growth and retained our market positioning, even as market conditions continue to challenge many in the sector. This $30 million in financing, which does not dilute our shareholder base, provides favourable terms that continue to support our disciplined drive for profitable growth and is a testament to the confidence of our employees, customers, patients, and shareholders that we are executing to plan.”
Credit Facility Terms
The $30 million in funding availability under the Credit Facility will be made available to Entourage in two equal tranches of $15 million each: the first tranche on October 31, 2022, and the second on January 31, 2023. The Credit Facility continues to bear an interest rate of 15.25% with the option, at the Company’s discretion, to capitalize interest in lieu of cash payments of interest and is set to mature on December 31, 2024. The Credit Facility is secured by the assets of the Company and its subsidiaries, including the Company’s production facilities, and contains customary financial and other covenants, as well as typical conditions precedent for a transaction of this nature. LPF’s security under the Credit Facility is in second position to the Company’s senior creditor.
Amended and Restated Credit Facility with Senior Lender
The Company also confirmed it executed an updated amended and restated credit facility agreement with its senior lender, the Bank of Montreal (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement reflects all prior amendments made, including the extension of the maturity date to June 30, 2024, and this new additional funding availability under the Credit Facility.
A copy of the Credit Facility amendment and the Amended and Restated Credit Agreement will be made available under the Company’s profile on SEDAR at www.sedar.com.
Related Party Transaction
LPF is an insider of the Company as it owns greater than 10% of the common shares of the Company. Accordingly, the amending of the Credit Agreement represents a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemption from minority shareholder approval requirements under MI 61-101 as the Credit Facility is considered a non-equity loan as described under Section 5.7(f) of MI 61-101, and obtained by the Company on reasonable terms that are no less advantageous to the Company than if the Credit Facility was obtained from an arm’s length party. The funds borrowed under the Credit Facility are not convertible into or repayable by the issuance of equity or voting securities of the Company. The material change report will not be filed more than 21 days prior to the entering into of the amended Credit Agreement due to the timing of the announcement and closing thereof occurring in less than 21 days.
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About Entourage Health Corp.
Entourage Health Corp. is the publicly traded parent company of Entourage Brands Corp. (formerly WeedMD RX Inc.) and CannTx Life Sciences Inc., licence holders producing and distributing cannabis products for both the medical and adult-use markets. The Company owns and operates a state-of-the-art hybrid greenhouse and processing facility located on 158-acres in Strathroy, ON; a fully licensed 26,000 sq. ft. Aylmer, ON processing facility, specializing in cannabis extraction; and a micropropagation, tissue culture and genetics centre-of-excellence in Guelph, Ontario. With its Starseed Medicinal medical-centric brand and marketplace, Entourage has an industry-first, exclusive partnership with LiUNA, the largest construction union in Canada, who together with employers and other union groups, facilitate access for insured medical patients. With the launch of Syndicate, the Company now hosts another unique medical marketplace that offers patients a collective of Canadian micro-cultivators’ products, along with the Company’s family of brands. Entourage’s elite adult-use product portfolio includes Color Cannabis, Saturday Cannabis and Royal City Cannabis Co.– sold across eight provincial distribution agencies. It is the exclusive Canadian producer and distributor of award-winning U.S.-based wellness brand Mary’s Medicinals sold in both medical and adult-use channels. Under a collaboration with a The Boston Beer Company subsidiary, Entourage is also the exclusive distributor of cannabis-infused beverages ‘TeaPot’ in Canada, which launched in select provinces summer 2022.