Ms. Linda Marsicano reports

GREEN THUMB INDUSTRIES INC. (GTI) EXPANDS WITH THE ACQUISITION OF INTEGRAL ASSOCIATES, NEVADA'S TOP CANNABIS OPERATOR

Green Thumb Industries Inc. has signed a definitive agreement to acquire 100 per cent of Integral Associates. All currency is in U.S. dollars. The acquisition includes:

• Integral Associates' retail brand Essence, which currently operates three high-traffic locations across the Las Vegas Valley;
• Desert Grown Farms, a 54,000-square-foot state-of-the-art cultivation and processing facility with an award-winning genetics library of 100-plus strains;
• Cannabiotix NV, a 41,000-square-foot cultivation and processing facility which has been a recognized High Times Cannabis Cup award winner several times over.

Management commentary

"We are thrilled to expand GTI's production, distribution and retail footprint in one of the most popular tourist destinations in the world," commented Ben Kovler, GTI founder and chief executive officer. "Integral Associates are exceptional operators -- they have a highly admired and respected business comprised of two world-class cultivation and processing facilities, multiple award-winning products, strong wholesale distribution, three impressive retail dispensary locations with significant retail market share and healthy EBITDA. This acquisition is immediately accretive and an important milestone as we position GTI to scale in one of the only limited licence adult-use markets."

Mr. Kovler added: "We are excited to welcome Armen Yemenidjian to our senior leadership team, where he will serve as president. Armen's wealth of experience in building and growing an outstanding company will be a tremendous asset to our organization. We are also pleased to announce that Alex Yemenidjian will be joining our board of directors, and we look forward to leveraging his vast and varied experience and success."

"This partnership is ideally positioned to bring our business to the next level," said Mr. Yemenidjian. "I am extremely excited to join the GTI team and be a part of an industry leader that places a strong emphasis on brands, is a respected and award-winning employer, and is committed to community involvement. Today is a big win for Nevada communities and the customers we will continue to serve."

Talent, retail and production assets

In addition to Armen Yemenidjian joining GTI's senior leadership team, Alex Yemenidjian will join the company's board of directors and serve on the audit committee. He served as chairman of the board and chief executive officer of Tropicana Las Vegas Hotel & Casino Inc. from July, 2009, to September, 2015, and also served as chairman of the board and chief executive officer of Metro-Goldwyn-Mayer Inc. from April, 1999, to April, 2005, and was a director from November, 1997, to April, 2005. He is a trustee of Baron Investment Funds Trust and Baron Select Funds, both mutual funds, is lead director and chairman of the compensation committee of Guess? Inc., a worldwide retailer of contemporary apparel, and until March, 2018, was a director and chairman of the audit committee of Regal Entertainment Group, a motion picture exhibition company.

Integral Associates was founded by Alex Yemenidjian, Armen Yemenidjian and Brian Greenspun in 2014 and has quickly become one of Nevada's dominant operators. The retail business operates under the Essence brand and is renowned for superb service along with the widest selection of quality cannabis products in Las Vegas. The Essence Las Vegas Strip location was named Business Insider's No. 1 dispensary in Nevada and top 25 dispensary in the United States; a 17-time Leafly List Winner; top 10 dispensary in Nevada by High Times Magazine; and the Las Vegas Review-Journal's "Best of Las Vegas."

Integral Associates' production capability, including Desert Grown Farms and Cannabiotix NV, totals 95,000 square feet of state-of-the-art, pharmaceutical grade cultivation and processing capacity.

Nevada market

The company entered Nevada in 2016 and currently operates two adult-use cannabis stores -- Rise Spanish Springs and Rise Carson City -- along with a Carson City-based cultivation and processing facility.

Nevada dispensaries sold nearly $425-million worth of recreational marijuana in the state's first full year of sales -- about 60 per cent higher than the state's projections of $265-million -- which significantly outpaced all other states that have legalized the sale of recreational marijuana. According to the state, marijuana tax revenue for the first full year of adult-use sales totalled $69.8-million -- about $20-million more than officials had projected -- with the last four months of the fiscal year especially strong.

Transaction details

The transaction is valued at approximately $290-million, with $52-million to be paid in cash and approximately 20.8 million subordinate voting shares of GTI. The purchase agreement also includes additional consideration upon performance targets and regulatory licence awards. The transaction was unanimously approved by the board of directors and expected to close in the first half of 2019, subject to customary regulatory approvals.

About Green Thumb Industries Inc.

Green Thumb Industries, a national cannabis cultivator, processor and dispensary operator, is dedicated to providing dignified access to safe and effective cannabis nationwide while giving back to the communities in which it serves. As a vertically integrated company, the company manufactures and sells a well-rounded suite of branded cannabis products including flower, concentrates, edibles and topicals. The company also owns and operates a rapidly growing national chain of retail cannabis stores called Rise. Headquartered in Chicago, Ill., the company has eight manufacturing facilities and licences for 60 retail locations across eight highly regulated U.S. markets.

About Essence Vegas cannabis dispensary

Essence Vegas cannabis dispensary, the first and only cannabis dispensary on the famed Las Vegas Strip, has received numerous accolades, including being named Business Insider's No. 1 dispensary in Nevada and top 25 dispensary in the United States; a 17-time Leafly List Winner; top 10 dispensary in Nevada by High Times Magazine; and the Las Vegas Review-Journal's "Best of Las Vegas." Essence Vegas cannabis dispensary offers the widest selection of quality cannabis products in Las Vegas, including more than 50 strains (flower and prerolls), vape pens, concentrates, a variety of topicals and a wide variety of edibles, including capsules, cookies, brownies, honey, chocolate and more. With three locations across Las Vegas and Henderson, Essence Vegas cannabis dispensary services are 100 per cent legal, entirely safe and totally confidential to protect privacy. All services are performed by highly trained consultants.

About Desert Grown Farms

Desert Grown Farms is a 54,000-square-foot, state-of-the-art, pharmaceutical grade cultivation and processing facility. Founded in 2016, Desert Grown Farms is located less than two blocks from the famed Las Vegas Strip and produces 7,500 pounds of flower and 1,500 pounds of trim per year. The facility has an award-winning genetics library of over 100 strains with a variety of 25 unique strains in constant rotation. The cultivation activities are controlled by a sophisticated computerized system that automatically purifies the water, mixes it with nutrients, dispenses water and nutrients to the plants, and controls temperature, humidity and air circulation.

About Cannabiotix NV

Cannabiotix NV is a 41,000-square-foot, state-of-the-art, cultivation and production facility located in the heart of Las Vegas, Nev. Founded in 2014, Cannabiotix NV has an award-winning genetics library with over 55 strains and the majority of them being exclusively bred by the facility. Over 20 of the strains have won High Times' Cannabis Cups. Most recently, Kush Mountain was named High Times' Flower of the Year for 2018. The facility also extracts the unique and highly sought-after strains into a full line of concentrates, including vaporizers, budders, shatters, sugars and live resins.

We seek Safe Harbor.