The Cannabist Company Announces Strategic Transactions and Initiates Proceedings Under the CCAA

Executive Summary

• The Cannabist Company entered definitive agreements to sell its Ohio operations for $47 million (cash + promissory note) and its Delaware assets for $16.5 million cash, and previously completed a Virginia sale for $130 million.
• The company has commenced voluntary CCAA proceedings in Canada and plans Chapter 15 bankruptcy recognition in the United States to facilitate these transactions and wind‑down remaining operations.
• Supporting senior secured noteholders (holding >60% of outstanding notes) have agreed to back the strategic transactions, CCAA, and Chapter 15 processes.

Key Details

• Ohio Transaction – Equity purchase agreement with Holistic Industries; total consideration $47 million ($34.5 M cash at closing + $12.5 M promissory note). Expected close Q3 2026, subject to court approval.
• Delaware Transaction – Asset purchase agreement with Parma Holdco LLC; total consideration $16.5 million cash. Expected close Q2 2026, subject to court approval.
• Virginia Transaction (prior) – Sale of Green Leaf Medical of Virginia, LLC to Parma for $130 million; closed 5 Feb 2026. Included redemption of $84.488 M senior secured notes and $6.469 M convertible notes.
• Remaining Markets MoU – Non‑binding memorandum to sell equity or assets in Colorado, Illinois, New Jersey, Massachusetts, Maryland, West Virginia, and West Virginia (future definitive agreements pending).
• Bankruptcy Proceedings – Voluntary CCAA proceedings filed in Ontario Superior Court; initial stay of ten days with FTI Consulting Canada appointed monitor. Intent to commence Chapter 15 proceeding in Delaware to obtain recognition of the Canadian order.
• Support Agreement – Senior secured noteholders (9.25% notes due 12/31/2028 and 9.0% convertible notes due 12/31/2028) agreed to support the strategic transactions, CCAA, and Chapter 15 processes; they hold >60% of aggregate principal.
• Operational Wind‑Down – Ceased operations in New York; winding down Pennsylvania operations.
• Management Appointments – SierraConstellation Partners LLC appointed Chief Restructuring Officer (court approval pending).
• Trading Impact – Anticipated halt of Cboe Canada share trading and a delisting review under market regulations.

Notable Quotes

(No direct quotes were provided in the release.)