Entourage Health and LiUNA Pension Fund Upsize Credit Facility with Additional $20 Million in Non-Dilutive Financing

Toronto, Canada, December 24, 2021 – Entourage Health Corp. (formerly WeedMD Inc.) (TSX-V:ENTG) (OTCQX:ETRGF) (FSE:4WE) (“Entourage” or the “Company”), a Canadian producer and distributor of award-winning cannabis products and brands, announced today it has amended its existing credit facility (“Credit Facility”) with an affiliate of the LiUNA Pension Fund of Central and Eastern Canada (“LPF”) to add an additional $20 million in non-dilutive funding. The Credit Facility will be used by Entourage for general working capital purposes as the Company continues to focus on sustainable profitable growth, part of which will be driven by upgrading and standardizing its cultivation practices with recently acquired tissue culture business, and by introducing new genetics for high-margin products expected to drive commercial growth in 2022.

“With the recent integration of our renowned tissue culture business and addition of new genetics, our cultivation team is enhancing our Strathroy facility using the latest science-based plant performance data, and executing on our promise to meet evolving consumer and patient preferences with premium products,” said George Scorsis, Interim CEO and Executive Chairman, Entourage. “With our enhanced propagation techniques and upgraded suite of products, we are setting a clear path to reaching our profitability goals in late 2022. This added support from our trusted partner and strategic investor, LiUNA Pension Fund, provides us with significant non-dilutive financing which will enhance our liquidity position and provide additional working capital to drive sales and pursue targeted growth initiatives.”

Entourage recently outlined its cultivation and commercial plans for expansion into the premium product market and also announced new products to its direct-to-patient medical marketplace, Starseed Medicinal, which now has over 40 SKUs including cannabis-infused soft chews.

Credit Facility Terms 

The Credit Facility continues to bear an interest rate of 15% with the option, at the Company’s discretion, to capitalize interest in lieu of cash payments of interest and is set to mature in August, 2022. 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.

In addition to the new funding provided under the Credit Facility, the Company and LPF agreed to defer certain of its financial covenants to the end of 2021, under the amended Credit Agreement announced on November 1, 2021, which is now further extended until March 28, 2022.

A copy of the amended Credit Facility 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.

Amendment to Senior Secured Credit Facility

The Company also confirmed today it has signed an additional amendment to its senior secured credit facility entered into on March 29, 2019 (the “Senior Credit Facility”) between the Company and Bank of Montreal. The latest amendments to the Senior Credit Facility modify the terms under which Entourage secured up to $39 million of debt financing over a three-year term ending in 2022.

Under the terms of the amendment, the Company secured a temporary bulge facility of $0.5 million available for a limited period of time and only to be used for working capital purposes. Additionally, the Company secured deferral of certain of its financial covenants to March 28, 2022. A copy of the Senior Credit Facility will be made available on the Company’s profile on SEDAR at www.sedar.com.

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About Entourage Health Corp.

Entourage Health Corp. (formerly WeedMD Inc.) is the publicly traded parent company of 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 158-acre state-of-the-art greenhouse, outdoor and processing facility located in Strathroy, ON as well as a fully licensed 26,000 sq. ft. Aylmer, ON processing facility, specializing in cannabis extraction. With the addition of Starseed Medicinal, a medical-centric brand, Entourage has expanded its multi-channeled 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. In October 2021, Entourage closed the acquisition of craft cultivator CannTx Life Sciences Inc. which operates out of its state-of-the-art micropropagation and specialty extraction facility in Guelph, Ontario. Craft brand Royal City Cannabis was added to Entourage’s elite product portfolio that includes adult-use brands Color Cannabis and Saturday Cannabis – sold across eight provincial distribution agencies. The Company also maintains strategic relationships in the seniors’ market and supply agreements with Shoppers Drug Mart. 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. Entourage recently announced an exclusive collaboration with The Boston Beer Company subsidiary to launch cannabis-infused beverages in Canada.

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For further information, please contact:

For Investor Enquiries:
Valter Pinto
Managing Director
KCSA Strategic Communications
1-212-896-1254
entourage@kcsa.com

For Media Enquiries:
Marianella delaBarrera
SVP, Communications & Corporate Affairs
416-897-6644
marianella@entouragecorp.com

Forward Looking Information

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 by the use of 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 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; the COVID-19 pandemic; 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.sedar.com. 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.