TORONTO, March 26, 2025 (GLOBE NEWSWIRE) -- Entourage Health Corp. (TSX-V: ENTG) (OTCQX: ETRGF) (FSE: 4WE) ("Entourage" or the "Company"), a Canadian producer and distributor of award-winning cannabis products, announced today that it has entered into amendments (the "Amendments") to its subordinated amended and restated credit facility entered into on January 31, 2023 (the "SubordinatedFacility") and its senior secured amended and restated credit facility entered into on October 28, 2022 (together with the Subordinated Facility, the "Facilities"). The lender under both of the Facilities is 2437653 Ontario Inc. (“243 Ontario Inc.”), a related party of the LiUNA Pension Fund of Central and Eastern Canada ("LPF").
The Amendments provide an increase to the Subordinated Facility by an additional approximately $3,000,000 (which funds have been advanced to the Company in a single draw). In addition, the maturity date of each of the Facilities has been extended to December 31, 2025.
As previously announced, the Company has received a forbearance letter from LPF waiving the Company's breaches under the Facilities until the earlier of (i) the termination of the previously announced Arrangement Agreement dated December 30, 2024 among Entourage, 243 Ontario Inc., and 1001095275 Ontario Inc. (the "Arrangement Agreement"); (ii) the completion of the transactions contemplated in the Arrangement Agreement; and (iii) April 9, 2025, being the outside date specified within the Arrangement Agreement, subject to the satisfaction or waiver of certain conditions.
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 Amendment 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 Facilities 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 Amendment due to the timing of the announcement and closing thereof occurring in less than 21 days.
A copy of the Amendment will be made available under the Company's profile on SEDAR+ at www.sedarplus.ca.
About Entourage Health Corp.
Entourage Health Corp. is the publicly traded parent Company of Entourage Brands Corp., a licence holder producing and distributing cannabis products for the medical and adult-use markets. The Company owns and operates a fully licensed 26,000 sq. ft. Aylmer, ON processing facility. With its Starseed Medicinal medical-centric brand, Entourage has expanded its multi-channelled distribution strategy. Starseed's industry-first, exclusive partnership with LPF, the largest construction union in Canada, along with employers and union groups, complements Entourage's direct sales to medical patients. Entourage's elite adult-use product portfolio includes Color Cannabis, Saturday Cannabis – and now Dime Bag and Syndicate – sold across eight provincial distribution agencies. Exclusive Canadian producer and distributor of award-winning U.S.-based wellness brand Mary's Medicinals, sold in both medical and adult-use channels. In addition, Entourage also entered into an exclusive agreement with Irwin Naturals, a renowned nutraceutical and herbal supplement formulator of branded wellness products sold across North America.
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation which are based upon Entourage's current internal expectations, estimates, projections, assumptions and beliefs and views of future events. Forward-looking information can be identified using forward-looking terminology such as "expect," "likely," "may," "will," "should," "intend," "anticipate," "potential," "proposed," "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may," "would" or "will" happen, or by discussions of strategy.
The forward-looking information in this news release is based upon the expectations, estimates, projections, assumptions, and views of future events which management believes to be reasonable in the circumstances. Forward-looking information includes estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. Forward-looking information necessarily involve known and unknown risks, including, without limitation, risks associated with the Company's ability to pay amounts owing under the Facilities and its other debt agreements; the Company being unable to satisfy the conditions in the forbearance letter; the future actions and co-operation of the Company's lenders; general economic conditions; adverse industry events; loss of markets; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the cannabis industry in Canada generally; the ability of Entourage to implement its business strategies; competition; crop failure; and other risks.
Any forward-looking information speaks only as of the date on which it is made, and, except as required by law, Entourage does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Entourage to predict all such factors. When considering this forward-looking information, readers should keep in mind the risk factors and other cautionary statements in Entourage's disclosure documents filed with the applicable Canadian securities' regulatory authorities on SEDAR+ at www.sedarplus.ca The risk factors and other factors noted in the disclosure documents could cause actual events or results to differ materially from those described in any forward-looking information.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
