LiUNA’s Half-Cent Buyout of Entourage Ended in CCAA

Entourage Health Corp. went private at C$0.005 a share in a LiUNA pension deal that closed with an effective date of March 31, 2025. Public holders were paid about C$1.54 million in cash for the whole float.

On June 17, 2026, the same pension affiliate that had just become owner asked an Ontario court to put Entourage and six related companies under the Companies’ Creditors Arrangement Act, asserting about C$240.1 million in secured debt. The rec brands were already being shut. The medical channel built for union members was the piece still running.

Half a Cent Bought Every Public Share

On December 30, 2024, Entourage signed an arrangement agreement with 1001007762 Ontario Inc. as purchaser and 2437653 Ontario Inc. as guarantor, both related parties of LiUNA Pension Fund of Central and Eastern Canada. The buyer agreed to pay C$0.005 per common share in cash, with the same price for certain vested convertible securities.

The last full trading day before that announcement, December 27, 2024, the TSX Venture close was C$0.01, so the cash price was half that print. The February 10, 2025 management circular listed 308,387,453 common shares then outstanding, which at C$0.005 comes to about C$1.54 million for the equity.

Jason Alexander, a director and chair of the special committee of independent directors, said the deal gave holders “immediate, tangible value while positioning the Company for future growth and flexibility,” pointing to the forbearance clock then running toward January 15, 2025. Evans & Evans, Inc. gave the committee an oral fairness opinion on the price for holders other than purchaser affiliates. Directors, officers, and certain other holders locked up 27% of the shares on a non-diluted basis.

Shareholders approved the plan on March 21, 2025 at a virtual meeting set for 1:00 p.m. Toronto time. The Superior Court of Justice (Commercial List) granted a final order on March 26, 2025. Closing was announced on April 4, 2025, with 1001095275 Ontario Inc., another LiUNA-related vehicle, as the purchaser of record and March 31, 2025 as the effective date.

Unsecured debentures of C$1,013,050 issued by a subsidiary were settled the same day for C$250,000 cash. Vested deferred share units were cashed at C$0.005 each. Common shares were delisted from the TSX Venture Exchange at the close of business on April 8, 2025, and the Ontario Securities Commission later deemed the company to have ceased offering its securities to the public.

Today marks a new chapter for Entourage as we complete this transaction alongside LiUNA. 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.

George Scorsis, CEO, Entourage Health Corp., April 4, 2025 closing statement

That growth line is the sentence the rest of the file has to live with. The purchaser was not a new outside buyer. It was an affiliate of the fund that already sat on the credit agreements, the forbearance letters, and the medical-patient relationship that made Entourage useful to LiUNA locals in the first place.

LiUNA Already Held the Debt and the Patients

The business started under the WeedMD name in April 2017 and bought Starseed Holdings Inc. on December 23, 2019. Starseed’s pitch was simple: LiUNA locals could get medical cannabis through benefit plans, and Entourage would be the exclusive partner filling those orders under the Starseed brand.

The pension fund, established in 1972 and described in Entourage’s own deal release as holding over C$12 billion in assets, did not arrive in 2024. It built a stack of equity and loans until it was the principal financial stakeholder, then used a numbered Ontario company to buy the residual public float.

HOW THE FUND GOT INSIDE

• December 2019: A lending affiliate invests C$25 million in Entourage Health.
• Later credit: The same group advances a C$30 million subordinated loan.
• June 16, 2023: An LPF affiliate buys the group’s senior debt from Bank of Montreal.
• April 4, 2025: A related LPF entity takes the remaining shares at C$0.005, leaving fund affiliates as senior creditor and indirect owner.

The adult-use shelf sat beside that captive medical book. Color Cannabis, Dime Bag, and Saturday Cannabis went through provincial boards. Mary’s Medicinals sat in both channels. Processing ran from a 26,000 square foot licensed plant at 250 Elm Street in Aylmer, Ontario, the group’s only owned real property.

That structure made the going-private look like a partnership cleanup. It also meant that when the rec business failed to pay its way, the fund would be negotiating with itself: owner, lender, and the customer channel it most wanted to keep.

How C$167.6 Million Became C$240.1 Million

Entourage went into the December 30, 2024 agreement already in breach of its senior and subordinated credit agreements with the guarantor, carrying about C$167.6 million on those lines, with extra secured debt sitting behind them. A forbearance letter dated November 28, 2024 waived the breaches only until January 15, 2025, and the company said it did not see a path to meet the debt without new terms. The guarantor then tied a further forbearance to the deal itself, running to the earlier of termination, closing, or the outside date.

The half-cent cash was the residual after that stack. There was no financing condition on the arrangement, because the buyer was already the creditor. A C$500,000 expense reimbursement ran both ways in limited cases, and the board had a fiduciary out for a superior proposal that never showed up in the public record.

By May 15, 2026, after a year of private ownership, the CCAA applicant’s claim had been split across two facilities and had grown with unpaid, capitalized interest. Entourage had made no debt payments after that May 15 date.

THE LPF CLAIM IN THE CCAA FILE

The companies told the court they had consistently operated at a loss and had not found a path to profit. Expected expansion of Starseed among more LiUNA locals did not happen, and changes to several benefit plans cut medical sales. The adult-use side stayed unprofitable in a crowded market. The lender kept advancing funds, stretching maturities, and rolling unpaid interest into the balance until it would finance only the insolvency process.

Rec Brands Went Dark While Starseed Kept Running

Management shopped the group before the filing and did not get an executable bid. Interest, such as it was, sat on the medical book. Demand for the recreational operations was thin, so Entourage stopped making new adult-use inventory and began a wind-down of that side of the house.

Color, Dime Bag, and Saturday were the brands on that unwind. Starseed kept filling orders in the ordinary course as the exclusive partner for LiUNA locals, which is the commercial fact that explains why a construction-union pension spent years inside a cannabis LP. The Aylmer plant still had licensed inventory that, under federal rules, had to stay in the possession of a licensed operator, so the companies could not simply lock the doors when the lender demanded repayment.

2437653 Ontario Inc., the CCAA applicant and the same numbered company that guaranteed the 2024 arrangement, delivered notices of intention to enforce security on June 10, 2026. The companies consented to immediate enforcement on June 15, 2026, then went under court protection two days later so a court-supervised sale could be run around that licensed inventory and the medical channel.

Ernst & Young Inc. was appointed monitor. Goodmans acted for the LPF lender, Dentons and Mintz for the Entourage companies, and Fasken for the monitor. The lender also agreed to provide debtor-in-possession financing to keep a short runway under the stay.

Two Weeks of Pay After the Aylmer Cuts

The human cost landed before the court stamp. In connection with the adult-use wind-down, the group terminated about 53 employees on June 8, 2026, including 40 in the Aylmer area. As of June 25, 2026, 22 employees remained, concentrated on the medical operation.

THE JUNE 8 HEADCOUNT CUT

• Jobs ended: About 53 employees terminated on June 8, 2026 as adult-use production stopped.
• Aylmer share: 40 of those cuts were in the Aylmer area around the 26,000 square foot plant.
• Staff left: 22 employees remained as of June 25, 2026, on the medical side.
• Cash on exit: Termination letters offered a lump sum equal to two weeks of pay in lieu of notice.

More than 40 former full-time workers filed complaints with Ontario’s Ministry of Labour, arguing the June 8 sweep was a mass termination and that two weeks did not meet notice and severance rules for a workplace of that size. The company, through the letters, took the position that cash in lieu of two weeks was what it would pay, and that its finances limited further outlays. Those complaints sat in the same file as a secured claim large enough to wipe out ordinary unsecured recovery.

The awkward overlay is institutional, not personal. LiUNA is a private-sector union for construction and related trades. The people let go in Aylmer were cannabis plant and office staff, not the labourers whose pension owned the equity. The medical product those labourers can still order through Starseed is the asset the court process was designed to preserve.

The Stay Runs Through October 30, 2026

The June 17, 2026 filing was a creditor-led CCAA case, not a management rescue. The stated aim was an orderly liquidation with a chance at a going-concern sale of the medical business and other marketable assets, including the Aylmer real estate the monitor was to shop through brokers.

THE COURT CLOCK AFTER THE TAKE-PRIVATE

1. March 31, 2025: Plan of arrangement takes effect at C$0.005 a share and LPF affiliates become owner and senior creditor.
2. April 8, 2025: Entourage common shares leave the TSX Venture Exchange.
3. June 8, 2026: About 53 employees are terminated as adult-use production stops.
4. June 17, 2026: 2437653 Ontario Inc. obtains CCAA protection, asserting an about C$240.1 million secured claim.
5. July 6 to August 28, 2026: Court-approved sale process runs from an insider-notice deadline through a July 30 bid deadline, an August 7 selection date, a hearing target of August 17, and an outside closing date of August 28.
6. October 30, 2026: Stay period, later extended by the court, runs through this date subject to further order.

The original outside date of August 28, 2026 passed without the file going quiet. A later order of the Ontario Superior Court of Justice (Commercial List) extended the stay through October 30, 2026, which is the live date on the case. What the monitor ultimately sold, and for how much, sits in confidential appendices and later motion records, not in the public deal release that started this chain.

Public shareholders already had their ending on March 31, 2025. They were paid half a cent on a stock that had closed at a cent three days before the arrangement was announced, against a credit book that the company itself put at about C$167.6 million. The vote required two-thirds of shares voted plus a simple majority of holders who had to be counted under Multilateral Instrument 61-101, and it passed. That was the last moment the public market had a say.

What followed was a private-company workout inside a pension fund that had been increasing its exposure since 2019. The rec brands were wound down. The Aylmer headcount was cut. Starseed kept serving LiUNA locals. And the numbered company that once guaranteed a going-private at C$0.005 became the applicant on a CCAA claim more than a hundred times the cash paid for the equity.

Disclaimer: This article is news reporting and analysis of Entourage Health Corp.’s completed going-private transaction and the later Companies’ Creditors Arrangement Act proceeding. It is informational only and is not investment advice, legal advice, employment advice, or a recommendation to buy, sell, or hold any security, claim, or cannabis product. Readers with money, shares, or employment claims tied to the Entourage group should consult a licensed Ontario securities lawyer, insolvency counsel, or employment lawyer before acting on any figure or date in this file. Amounts, headcounts, and case deadlines are taken from company releases and court materials cited above and can change as the CCAA stay and any sale orders are amended.