September 26, 2023


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Offering Turnkey Cellular Extraction Options for a Rising World Hashish Trade

8 min read

The particular decision approving the Floating Share Association should be accredited by: (i) at the least 66⅔% of the votes forged by Floating Shareholders, current just about or represented by proxy and entitled to vote on the Assembly; and (ii) in accordance with Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (” MI 61-101 “), a easy majority of votes forged by the Floating Shareholders, current just about or represented by proxy and entitled to vote on the Assembly, excluding the votes in respect of Floating Shares forged by any ” get together”, any “associated get together” of an ” get together” or any “joint actor” (as such phrases are outlined in MI 61-101).

Along with satisfying the circumstances set forth within the Floating Share Association Settlement (as outlined beneath) and described within the Round, the implementation of the Floating Share Association is topic to acquiring the ultimate order of the Courtroom, approval of the Floating Share Association from Floating Shareholders on the Assembly and satisfaction of sure different circumstances to implementing the Floating Share Association, as set forth within the association settlement (the ” Floating Share Association Settlement “) ‎dated October 24, 2022‎ amongst Acreage, Cover and Cover USA, a replica of which is out there on Acreage’s ‎profile on SEDAR at and has been filed with the SEC on the EDGAR web site at ‎‎.‎

Voting is Quick and Simple

Even if in case you have by no means voted earlier than, each vote will depend irrespective of what number of Floating Shares you personal. Floating Shareholders should vote their proxies earlier than 12:00 p.m. (New York time) on March 13, 2023.

For Floating Shareholders with Questions or Requiring Assist Voting:

When you have any questions relating to the submission of your proxy, please contact Odyssey Belief Firm, ‎at its North American toll-free quantity: 1-888-290-1175 or Morrow Sodali, the strategic advisor and the proxy ‎solicitation agent for Acreage, by phone at 1-888-444-0623 toll-free in North America (1-289-695-3075 ‎acquire) or by e-mail at [email protected].‎

Further Particulars

For a extra detailed description of the Floating Share Association and the decision to be voted upon on the Assembly, Floating Shareholders are urged to evaluation and thoroughly think about the Round and Assembly Supplies, as they include essential info in regards to the Floating Share Association and the rights and entitlements of the Floating Shareholders in relation thereto and seek the advice of with their monetary, tax, authorized and different skilled advisors.

The Round and all Assembly Supplies shall be made out there in Acreage’s public filings on each SEDAR at ‎ and with the SEC on the EDGAR web site at The Round shall be mailed to ‎Floating Shareholders and shall be accessible by way of SEDAR and EDGAR.‎

Floating Shareholders are strongly inspired to learn the Round that was filed with the SEC and on SEDAR on February ‎‎14, 2023 earlier than authorizing a proxy to vote, together with the part within the Round ‎entitled ” Danger Components “.‎

About Acreage Holdings, Inc.

Acreage is a multi-state operator of hashish ‎cultivation and retailing services within the U.S., together with the Firm’s nationwide retail retailer ‎model, The Botanist. With its principal deal with in New York Metropolis, Acreage’s wide selection of nationwide and regionally out there hashish merchandise embody the award-winning The Botanist model, craft model Superflux, the Tweed model, the Prime medical model in Pennsylvania, the Harmless model in Illinois and others. Acreage additionally owns Common Hemp, LLC, a hemp subsidiary devoted to the distribution, advertising and marketing and sale of CBD merchandise all through the U.S. Since its founding in 2011, Acreage has centered on constructing and scaling operations to create a seamless, consumer-focused, branded expertise. Study extra at and observe us on Twitter , LinkedIn , Instagram , and Facebook .

Ahead Trying Statements

This information launch and every of the paperwork referred to herein incorporates “forward-looking info” and “forward-looking statements” throughout the that means of relevant Canadian and United States securities laws, respectively. All statements, apart from statements of historic truth, included herein are forward-looking info. Typically, however not all the time, forward-looking statements and data will be recognized by way of phrases corresponding to “plans”, “expects” or “doesn’t anticipate”, “is predicted”, “estimates”, “intends”, “anticipates” or “doesn’t anticipate”, or “believes”, or variations of such phrases and phrases or state that sure actions, occasions or outcomes “could”, “may”, “would”, “may” or “will” be taken, happen or be achieved.

Ahead-looking statements or info contain recognized and unknown dangers, uncertainties, and different components which can trigger the precise outcomes, efficiency or achievements of Acreage or its subsidiaries to be materially completely different from any future outcomes, efficiency or achievements expressed or implied by the forward-looking statements or info contained on this information launch. Examples of such statements embody statements with respect to the Assembly continuing as ‎described herein or in any respect and different statements with respect to the Floating Share Association and proposed transactions with Cover and Cover USA.

Dangers, uncertainties and different components concerned with forward-looking info may trigger precise occasions, outcomes, efficiency, prospects and alternatives to vary materially from these expressed or implied by such forward-looking info, together with, however not restricted to: the prevalence of adjustments in U.S. federal Legal guidelines relating to the cultivation, distribution or possession of marijuana; ‎the power of the events to obtain, in a well timed method and on passable phrases, the required regulatory, courtroom ‎and Floating Shareholder approvals; the power of the events to fulfill, in a well timed method, the opposite circumstances to the completion of the Floating Share ‎Association Settlement; the power of Cover, Cover USA and Acreage to fulfill, in a well timed method, the closing circumstances to the Floating Share Association; dangers referring to the worth and liquidity of the Floating Shares and the frequent shares of Cover; Cover sustaining compliance with the Nasdaq World Inventory Market (the ” Nasdaq “) and Toronto Inventory Alternate itemizing necessities; the rights of the Floating ‎Shareholders could differ materially from these of shareholders in Cover; the profitable completion of Cover ‎USA’s acquisition and integration of Mountain Excessive Merchandise, LLC, Wana Wellness,‎ LLC and The Cima Group, LLC‎ (collectively, ” Wana “) and Lemurian, Inc‎. (” Jetty “); expectations relating to future funding, progress and ‎enlargement of Acreage’s operations; the opportunity of adversarial U.S. or Canadian tax penalties upon completion of the Floating Share Association; if Cover USA acquires ‎Wana, Jetty, or the Class E subordinate voting shares of Acreage (the ” Mounted Shares “) pursuant to the Current Association Settlement (as outlined beneath) with out structural amendments to Cover’s curiosity in Cover ‎USA, the itemizing of the Cover Shares on the Nasdaq could also be jeopardized; the danger of a change of ‎management of both Cover or Cover USA; restrictions on Acreage’s potential to pursue sure enterprise ‎alternatives and different restrictions on Acreage’s enterprise; the affect of fabric non-recurring bills in ‎reference to the Floating Share Association on Acreage’s future outcomes of operations, money flows and ‎monetary situation; the opportunity of securities class motion or derivatives lawsuits; within the occasion that the Floating ‎Share Association isn’t accomplished, however the acquisition by Cover of the Mounted Shares (the ” Acquisition “) is accomplished pursuant to the association settlement between Cover and Acreage (the ” Current Association Settlement “) dated April 18, 2019, as amended and Cover turns into the bulk ‎shareholder in Acreage, the probability that the Floating Shareholders can have little or no affect on the conduct ‎of Acreage’s enterprise and affairs; threat of conditions wherein the pursuits of Cover USA and the pursuits of ‎Acreage or shareholders of Cover could differ;‎ Acreage’s compliance with Acreage’s marketing strategy for the fiscal years ending December 31, 2020 by December 31, 2029 pursuant to the Current Association Settlement; within the occasion that the Floating Share Association is ‎accomplished, the probability of Cover finishing the Acquisition in accordance with the Current Association Settlement; ‎dangers referring to sure administrators and government officers of Acreage having pursuits within the transactions ‎contemplated by the Floating Share Association Settlement and the linked transactions which can be completely different ‎from these of the Floating Shareholders; dangers referring to the likelihood that holders of greater than 5% of the ‎Floating Shares could train dissent rights; different expectations and assumptions in regards to the transactions ‎contemplated between Cover, Cover USA and Acreage; the out there funds of Acreage and the anticipated ‎use of such funds; the supply of financing alternatives for Acreage and Cover USA and the dangers ‎related to the completion thereof; regulatory and licensing dangers; the power of Cover, Cover USA and ‎Acreage to leverage one another’s respective capabilities and sources; adjustments typically financial, enterprise ‎and political circumstances, together with adjustments within the monetary and inventory markets; dangers referring to infectious illnesses, ‎together with the impacts of the COVID-19; authorized and regulatory dangers inherent within the hashish business, together with the ‎world regulatory panorama and enforcement associated to hashish, political dangers and dangers referring to regulatory ‎change; dangers referring to anti-money laundering legal guidelines; compliance with intensive authorities regulation and the ‎interpretation of assorted legal guidelines rules and insurance policies; public opinion and notion of the hashish business‎; and such different dangers disclosed within the Round, the Firm’s Annual Report on Type 10-Ok for the yr ended December 31, 2021, dated March 11, 2022 and the Firm’s different public filings, in every case filed with the SEC on the EDGAR web site at and with Canadian securities regulators and out there below Acreage’s profile on SEDAR at Though Acreage has tried to determine essential components that would trigger precise outcomes to vary materially from these contained in forward-looking info, there could also be different components that trigger outcomes to not be as anticipated, estimated or supposed.

Though Acreage believes that the assumptions and components utilized in making ready the forward-looking info or forward-looking statements on this information launch are cheap, undue reliance shouldn’t be positioned on such info and no assurance will be on condition that such occasions will happen within the disclosed time frames or in any respect. The forward-looking info and forward-looking statements included on this information launch are made as of the date of this information launch and Acreage doesn’t undertake any obligation to publicly replace such forward-looking info or forward-looking statements to mirror new info, subsequent occasions or in any other case except required by relevant securities legal guidelines.

Neither the Canadian Securities Alternate nor its Regulation Service Supplier, nor any securities regulatory authority in Canada, the US or some other jurisdiction, has reviewed and doesn’t settle for accountability for the adequacy or accuracy of the content material of this information launch.

For extra info, contact:

Steve Goertz
Chief Monetary Officer
[email protected]

Courtney Van Alstyne
MATTIO Communications
[email protected]

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