Capital Markets

• ATB Capital Markets and its U.S. affiliate in connection with:
  • Canopy Growth Corp.’s (TSX: WEED)(Nasdaq: CGC):
    • registered direct offering of up to US$150 million of senior unsecured convertible debentures
    • private placement of US$35 million of units (common shares and warrants)
    • private placement of up to US$50 million of units (common shares and warrants)
  • TerrAscend Corp’s (TSX:TSND) (OTCQX :TRSSF) private placement of US$20 million of units and convertible debentures
  • The Cannabist Company Holdings Inc.’s (Cboe CA: CBST) (OTCQX: CBSTF) (FSE: 3LP) private placement of US$25.75 million of convertible debentures
  • Acreage Holdings, Inc.’s (CSE: ACRG.A.U, ACRG.B.U) (OTCQX: ACRHF, ACRDF) private placement of US$10 million of units (convertible debentures and warrants)
  • High Tide Inc.’s (Nasdaq: HITI) (TSXV: HITI) (FSE: 2LYA) at-the-market equity offering up to C$30 million of common shares
  • Auxly Cannabis Group Inc.’s (TSX: XLY) (OTCQX: CBWTF) C$15 million bought deal offering and concurrent U.S. private placement of units (common shares and warrants)
• Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) in connection with its
  • US$350 million private placement of 8% Senior Secured Notes due 2026 
  • US$228 million underwritten public offering of subordinate voting shares
  • C$115.5 million offering of subordinate voting shares
  • initial Registration Statement on Form S-1 in U.S. and subsequent filings
• The Valens Company, (Nasdaq: VLNS) (TSX: VLNS) (now a subsidiary of SNDL, Inc., NASDAQ: SNDL), a leading manufacturer of cannabis products, in connection with its:
  • C$32.23 million bought deal offering of units, including the exercise of the underwriters’ over-allotment option
  • C$40 million bought deal public offering and concurrent U.S. private placement
  • Nasdaq Capital Market listing of its common shares
• Ascend Wellness Holdings (OTCMKTS: AAWH) in its US$235 million private placement of 12.75% Senior Secured Notes due 2029
• Echelon Wealth Partners Inc. and its U.S. affiliate in connection with its service as placement agent in a C$10.0 million bought deal public offering and concurrent U.S. private placement for High Tide Inc. (NASDAQ: HITI)(TSXV:HITI)(FSE:2LYA)

Mergers and Acquisitions

• The Cannabist Company (f/k/a Columbia Care Inc.) (OTCMKTS: CCHWF) in a number of matters, including:
  • in the closing of the sale of its 14 Florida dispensaries and two cultivation and manufacturing facilities to MINT Cannabis and SHANGO
  • in a US$105 million transaction with Verano Holdings Corp. The deal involved one cultivation and production facility in Virginia and one cultivation facility, one production facility and two dispensaries in Arizona
  • its acquisition of Green Leaf Medical, LLC, a fully-integrated cannabis multi-state operator based in the mid-Atlantic region, for approximately US$240 million with the potential for additional performance-based milestone payments
  • its US$69 million acquisition of Project Cannabis, a leading California cannabis cultivator, wholesaler and retailer
  • its US$140 million acquisition of The Green Solution, a Colorado-based vertically integrated cannabis company
  • its acquisition of vertically integrated cannabis company Medicine Man Denver for US$42 million plus additional potential performance-based milestone payments
• Ascend Wellness Holdings (OTCMKTS: AAWH) in a number of matters, including:
  • its proposed majority investment in MedMed New York
  • its acquisition of Greenleaf Compassion Center, a vertically integrated Cannabis company that holds one of the original six Alternative Treatment Center licenses in New Jersey 
• MariMed, (CSE: MRMD)(OTCQX: MRMD),  in its acquisition of Ermont, a state licensed, vertically integrated medical marijuana treatment center, from a receivership sale conducted in Massachusetts
• Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) in asset purchases of a Final Marijuana Retailer License in Worcester and a Provisional Marijuana Retailer License in Framingham, and related entitlements 
• New England Treatment Access, LLC (NETA) in its sale to Surterra Wellness (n/k/a Parallel)
• The Valens Company Inc. (Nasdaq: VLNS) (TSX: VLNS), in its US$60 million acquisition of Green Roads 
• Cultivate Holdings in its sale to Cresco Labs (CSE: CL) (OTCQX: CRLBF) (FSE: 6CQ)  for upfront consideration equal to US$90 million plus an earnout of up to US$68 million
• Ethos Cannabis in US$18 million acquisition of 4Front Venture Corp’s (CSE: FFNT) (OTCQX: FFNTF) assets in Pennsylvania and Maryland, including five operating dispensaries
• Represented buyer or seller in 20+ transactions of acquisition or sale of New York or New Jersey retail, processing and cultivation licensees
• Private company in acquisition of Florida MMTC
• MSO in acquisition of chain of Michigan dispensaries
• MSO in US$60 million acquisition of cannabis company
• U.S. counsel to national operator in RTO with NEO-Exchange-traded company

Debt Finance

• FocusGrowth Asset Management, LP (FocusGrowth), a leading capital provider to the cannabis sector, as agent and lender on an up to US$140 million syndicated senior secured term loan facility to TerrAscend Corp., a North American cannabis company
• Acreage Holdings Inc., (CSE: ACRG.A.U, ACRG.B.U) (OTCQX: ACRHF, ACRDF) a leading multi-state operator in the cannabis industry, in a refinancing of their amended and restated 2024 term loan facility with Viridescent Realty Trust, whereby SRS Acquiom replaced Viridescent Realty Trust as agent, and Millstreet Capital Management purchased the loans from Viridescent Reality Trust as lender
• Chicago Atlantic, as lender, in a term loan facility with Nova Farms LLC and its affiliates and subsidiaries, as borrowers, with a commitment amount of US$20 million Borrowers will use the proceeds of the Loans, in part, for Connecticut retail and New Jersey manufacturing buildouts as well as for redemption payments to certain equity holders
• Ascend Wellness Holdings (OTCMKTS: AAWH) in:
  • its US$210 million Senior Secured Term Loan with Seaport Global Securities LLC as lead manager
  • several syndicated debt offerings
  • its US$235 million private placement of 12.75% Senior Secured Notes due 2029
• Nasdaq-listed credit union in extending numerous credit facilities to cannabis operators in multiple states
• Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) in its US$350 million private placement of 8% Senior Secured Notes due 2026 
• Cannabis vaporizer company in negotiation of revolving credit facility
• Multiple investors, lenders and operators in structuring complex joint ventures with convertible notes, working capital and construction loans

Competitive Cannabis Application Drafting and Project Management

• Dozens of winning competitive cannabis applications in more than 10 states, including:
  • Drafted exhibits and project managed two winning Integrated Facility applications out of a total of five nominated for award by the Alabama Medical Cannabis Commission
  • Assisting Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) in drafting the second-highest-scoring Application out of 69 competitive applications in the State of Georgia, receiving a Notice of Intent to Award one of only two Class 1 Production Licenses
  • Drafting and corporate structuring for second-highest-scoring highest scoring Alabama Integrated Facility Application and one of only five licenses available
  • Drafting application in 2018 New Jersey competitive RFP for Vertically Integrated ATCs with client NETA NJ that scored highest out of applications from more than 146 applicants
  • Successfully submitted Texas competitive Dispensing Facility applications
  • Drafting and corporate structuring for three social equity cultivator applicants in Connecticut, and project managed applications
  • Drafting winning cultivator ATC application in 2019 New Jersey competitive RFP
  • Project managing, advising and drafting applications for multiple clients with winning Ohio RFA-2 Provisional Dispensary Awards, and counseled on related corporate structuring
  • Drafting narratives, project management and compilation of all ownership and financial source documentary information for more than two dozen applications to New Jersey Cannabis Regulatory Commission, and counseled on related corporate structuring
  • Assisting clients in drafting applications to Massachusetts Cannabis Control Commission for state marijuana establishment licenses, and successfully securing critical zoning and local approvals
  • Drafting and project management of numerous additional competitive RFP applications in Virginia, Illinois, Missouri, Pennsylvania, and Utah, including multiple winning applications
  • Drafted and projected more than 75 medical cannabis business applications in the Commonwealth of Kentucky

Regulatory and Government Affairs

• Numerous clients in securing positive resolution of licensing, compliance, and enforcement issues with Massachusetts Cannabis Control Commission, New Jersey Cannabis Regulatory Commission and the New York Office of Cannabis Management
• General Counsel to the New Jersey Cannabis Trade Association, (NJCTA), the trade association for the licensed Alternative Treatment Centers, and several of its members
• Numerous hemp and hemp-derived cannabinoid clients with regulatory compliance advice regarding the production and distribution of industrial hemp, CBD and other cannabinoids, including FDA matters
• Assisted C3 industries in first of its kind regulatory approval allowing an entity to hold ownership in more than one adult-use-only retail store in New Jersey
• Drafted comments on U.S. Department of Justice’s Notice of Proposed Rulemaking on behalf of U.S. Cannabis Council, the largest United States trade organization representing businesses, organizations and individuals with a mission to equitably legalize regulated cannabis in the United States

Real Estate

• Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) in a sale-leaseback transaction with Innovative Industrial Properties, Inc.
• The Cannabist Company (f/k/a Columbia Care Inc.) (OTCMKTS: CCHWF) in its US$42.5 million acquisition of the Van de Wetering Greenhouses
• Large real-estate investor in multiple cannabis-related acquisitions

Intellectual Property

• The Cannabist Company (f/k/a Columbia Care Inc.) (OTCMKTS: CCHWF) in national and state-level intellectual property, patent and trademark filings and related matters
• Cannabinoid extraction technology company in successful U.S. patent application
• Multiple clients in managing trademark filings
• Numerous brands and manufacturers in various jurisdictions in white-label, contract manufacturing and related agreements

Early Company / Financing 

• Several qualified social equity applicants on founder matters, corporate structuring, financing, and regulatory compliance
• Dozens of early-stage operators and ancillary companies in the private placement of convertible notes, SAFEs, Series A and Series B equity offerings

Private Funds

• Holding Company for MSO’s subsidiaries in five states and $70 million capital raise
• Cannabis-focused venture fund and parallel fund for direct investments on fund and launch
• Cannabis-focused debt finance fund on structuring and launch

Litigation

• Medical marijuana patients in successful challenge to the Governor’s temporary ban on the sale of cannabis vaporizer products in Massachusetts, securing a preliminary injunction against the ban and defending the validity of the ruling on appeal
• Defended Ayr Wellness (CSE: AYR) (OTCQX: AYRWF), a vertically integrated U.S. multi-state cannabis operator, against allegations by the Enforcement Division of Massachusetts Cannabis Control Commission that it allowed an unlicensed delivery service to deliver cannabis products; negotiated a $295,000 settlement with the CCC that required no admission of wrongdoing
• Represented Holistic Industries, Inc., in an internal investigation and successful enforcement action taken by the Massachusetts Cannabis Control Commission for alleged compliance violations

Labor and Employment

• Multiple operators with regard to union organizing efforts in Massachusetts, New Jersey, New York and other states

Commercial Contracts and Licensing Agreements

• Dozens of clients in negotiating Wholesale, Co-packing, Branding, White-Labeling, Master Services, Licensing, Distribution, Contract Cultivation, Consignment, Joint Ventures, and other commercial agreements in multiple jurisdictions

Hemp

• Transactional and Regulatory counsel to the Valens Company (Nasdaq: VLNS) (TSX: VLNS) (now a subsidiary of SNDL, Inc., NASDAQ: SNDL) in acquisition of hemp distributor and manufacturer, Green Roads
• U.S. Securities and Regulatory counsel to several Tier-1 Canadian public companies, traded on NASDAQ, on all hemp-related issues, which includes 50-state regulatory guidance, public disclosures, and compliance matters with U.S. stock exchanges.
• Transactional counsel Tier 1 MSOs in U.S. acquisitions of hemp assets
• Counsel to investment advisor and placement agent in numerous transactions involving U.S. hemp assets
• 50-state compliance guide and related counsel to several clients
• Patent applications for several hemp-related technologies and formulations, including all patent work for Tier 1 MSO and hemp-tech startups
• Trademark counsel for several hemp brands
• Compliance advice to multiple cannabis companies on use of hemp and hemp derivatives
• Numerous clients with regulatory compliance advice regarding the production and distribution of industrial hemp, CBD and other cannabinoids, including FDA enforcement and compliance matters