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We Grow BC completes business combination with retail cannabis producer Westleaf

Date Closed

December 23, 2019

Lead Office



130.00 Million CAD

On December 23, 2019, We Grow BC Ltd. announced the completion of a plan of arrangement with Westleaf Inc., in which Westleaf acquired all of the issued and outstanding shares of We Grow other than its Class "H" non-voting common participating shares. Each We Grow share was exchanged for 4.264 Westleaf Shares, with the exception of We Grow's Class "C" Voting Common Participating Shares, which were exchanged one for one. We Grow shareholders acquired approximately 55% of the resulting issuer and We Grow nominees now account for 3/5 board seats of Westleaf.

The arrangement took place concurrently with the establishment of a C$30 million credit facility of Westleaf with ATB and an equity financing of We Grow for gross aggregate proceeds of C$2 million.

We Grow is a licensed producer and seller of recreational and medical cannabis based in British Columbia.

McCarthy Tétrault advised We Grow with a team led by David Frost that included Nathan Robb, Niki Gill and John Norman (Corporate), James-Scott Lee (Financial Services), Rob Nearing and Steve Marshall (Tax), Miranda Lam and Jack Ruttle (Litigation) and Matt Sanders and Rami Chalabi (Cannabis Law).