Acreage Holdings, Inc. Fixed Subordinate Voting Shares

Headquartered in New York City, Acreage is a vertically integrated, multi-state operator of cannabis ‎licenses and assets in the U.S. Acreage is dedicated to building and scaling operations to create a ‎seamless, consumer-focused branded cannabis experience. Acreage debuted its national retail store ‎brand, The Botanist in 2018 and its award-winning consumer brands, The Botanist and Live Resin Project ‎in 2019.‎

Class E subordinate voting share (each, a “Fixed Share”) of the Company was created pursuant to the Amended Plan of Arrangement.  Each Fixed Share entitles the holder to one vote per share at shareholder meetings of the Company. Each Fixed Share is subject to an option (the “Canopy Option”) in favour of Canopy Growth Corporation (“Canopy Growth”) pursuant to which Canopy Growth may, upon satisfaction or waiver of the conditions set out in the Amended Arrangement Agreement, acquire the Fixed Shares (the “Acquisition”).  The  Canopy Option is required to be exercised upon the occurrence of changes in U.S. federal law to permit the general cultivation, distribution, and possession of marijuana and subject to the satisfaction or waiver of certain conditions to closing as set out in the Amended Arrangement Agreement, the Acquisition will be completed.

Investor Note: In addition to the 71,343,094 Fixed Shares and 30,626,805 Floating Shares that are listed and trading, there are 17,017,664 Fixed Shares and 7,242,885 Floating Shares, respectively, reserved for issuance pursuant to redemption and conversion rights attached to other share classes of Acreage Holdings, Inc., as well as certain outstanding securities of Acreage Holdings WC, Inc. and High Street Capital Partners, LLC, which are subsidiaries of Acreage Holdings, Inc. The total number of Fixed Shares and Floating Shares, as converted, is 88,360,758 and 37,869,690, respectively, excluding options, warrants, RSUs and convertible debt.