Entourage Health Corp. Announces Closing of Plan of Arrangement

/EIN News/ -- TORONTO, April 04, 2025 (GLOBE NEWSWIRE) -- Entourage Health Corp. (TSX-V: ENTG) (OTCQX: ETRGF) (FSE: 4WE) (the “Company” or “Entourage”) is pleased to announce the closing of the previously announced plan of arrangement (the “Arrangement”) pursuant to which 1001095275 Ontario Inc. (the “Purchaser”), a related party of LiUNA Pension Fund of Central and Eastern Canada (“LiUNA”), acquired, with an effective date of March 31, 2025 (the “Effective Date”), all of the issued and outstanding common shares of the Company (the “Common Shares”) for cash consideration equal to C$0.005 per Common Share (the “Consideration”).

The Arrangement also provided for the same Consideration to be paid to holders of certain vested convertible securities of the Company. In addition, in connection with the Arrangement, the Company previously entered into debt settlement agreements (the “Debt Settlement Agreements”) with holders of C$1,013,050 in aggregate principal amount of unsecured debentures issued by a subsidiary of the Company (the “Unsecured Debentures”). The Debt Settlement Agreements provided for the full and final settlement of the Unsecured Debentures in exchange for an aggregate cash payment of C$250,000 to the holders of the Unsecured Debentures, which was completed concurrently with closing of the Arrangement.

The Arrangement was approved by the Company’s shareholders (the “Shareholders”) on March 21, 2025 and by the Superior Court of Justice (Commercial List) on March 26, 2025.

“Today marks a new chapter for Entourage as we complete this transaction alongside LiUNA,” commented George Scorsis, CEO of Entourage. “This important milestone highlights the strength of our business, the dedication of our team, and the opportunities that lie ahead. We are grateful for LiUNA’s continued support—their commitment has been instrumental in reaching this point. We look forward to building on this partnership as we drive the next phase of growth and continue delivering high-quality products to consumers and patients.”

With the Arrangement now complete, Entourage intends to cause the Common Shares to be delisted from the TSX Venture Exchange (the “TSX-V”), Frankfurt Stock Exchange and OTC Markets as soon as reasonably practicable. In connection therewith, Entourage intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

As at the Effective Date, each Shareholder is entitled to receive the Consideration per Common Share. To receive their respective Consideration, registered Shareholders must surrender the certificates representing their Entourage securities together with a duly completed and corresponding executed Letter of Transmittal to TSX Trust Company. The Letter of Transmittal was mailed to Shareholders with Entourage’s management information circular dated February 10, 2025. If you have any questions or require further information about the procedures to complete your Letter of Transmittal, please contact TSXT at 1-866-600-5869 (toll-free in North America) or 416-361-0930 (outside North America) or by email at tsxtis@tmx.com.

The Letter of Transmittal, applicable to each Shareholder, is for use by registered Shareholders only and is not to be used by beneficial holders of Common Shares (“Beneficial Shareholders”). A Beneficial Shareholder does not hold Common Shares in its name but such shares are held by an intermediary such as a brokerage firm, or clearing agency such as CDS. If you are a Beneficial Shareholder, your intermediary will submit the required documentation in order to receive your consideration.

A copy of the Purchaser’s early warning report will be filed on the Company’s profile on SEDAR+ at www.sedarplus.ca and available upon request by contacting Investor@entouragecorp.com.

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 26,000F 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 LiUNA, 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.

For additional information or investor or media inquiries:
1-888-385-5003
Investor@entouragecorp.com

About LiUNA Pension Fund of Central and Eastern Canada

Established in 1972, the LiUNA Pension Fund of Central and Eastern Canada (LPFCEC) is one of the fastest growing multi-employer pension funds across Canada. With a diverse investment portfolio and over $12 billion in assets, LPFCEC has yielded positive returns for the plan, and has created many needed institutions across North America through a broad range of investments. Learn more at lpfcec.org.

Forward-looking statements and forward-looking information

Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company’s beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or future performance, reflect current expectations or beliefs regarding future events and is typically identified by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “likely”, “may”, “plan”, “seek”, “should”, “will” and similar expressions suggesting future outcomes or statements regarding an outlook. Forward-looking information includes, but is not limited to, statements with respect to the Arrangement, including the expected de-listing of the Common Shares and the Company ceasing to be a reporting issuer and other statements that are not historical facts.

Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information. There can be no assurance that such information will prove to be accurate. Such information is based on numerous assumptions, including assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates.

Although the Company believes that the forward-looking information in this news release is based on information and assumptions that are current, reasonable and complete, this information is by its nature subject to a number of factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking information, including, without limitation, the following factors, many of which are beyond the Company’s control and the effects of which can be difficult to predict: (a) the possibility of adverse reactions or changes in business relationships resulting from the completion of the Arrangement; (b) the possibility of litigation relating to the Arrangement; (c) risks related to the diversion of management’s attention from the Company’s ongoing business operations; and (d) other risks inherent to the Company’s business and/or factors beyond its control which could have a material adverse effect on the Company. The Company cautions that the foregoing list is not exhaustive of all possible factors that could impact the Company’s results.

Readers are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. Events or circumstances could cause the Company’s actual results to differ materially from those estimated or projected and expressed in, or implied by, this forward-looking information.

Investors and others should carefully consider the foregoing factors, other uncertainties and potential events and 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 and should not rely on the Company’s forward-looking information to make decisions with respect to the Company. Furthermore, the forward-looking information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. All forward-looking information contained herein is expressly qualified by this cautionary statement.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.