Mr. Benjamin Kovler reports

GREEN THUMB INDUSTRIES ANNOUNCES BRAND TRANSACTIONS WITH AGRIFY

Green Thumb Industries Inc. has: (i) entered into transactions to sell certain of its consumer packaged goods brands to Agrify Corp.; (ii) entered into a licence arrangement with Agrify to permit the company to continue to manufacture and distribute those brands; and (iii) extended a loan to Agrify in the amount of $45-million (U.S.).

Purchase agreement

On Aug. 27, 2025, VCP23 LLC, an indirect wholly owned subsidiary of the company, entered into a purchase agreement with Agrify, pursuant to which the company sold to Agrify all of the equity interests in VCP IP Holdings LLC. The company is an indirect owner of 35 per cent of the outstanding shares of common stock of Agrify and Benjamin Kovler, chairman and chief executive officer of the company, also serves as chairman and interim chief executive officer of Agrify. The assets of VCP consist primarily of intellectual property rights to several brands, including Rhythm, Beboe, Dogwalkers, Doctor Solomon's, &Shine and Good Green. The purchase price for the equity interests in VCP under the purchase agreement consisted of cash consideration of $50-million (U.S.).

Licence agreement

Also on Aug. 27, 2025, immediately following the closing under the purchase agreement, VCP, a wholly owned subsidiary of Agrify, following the closing, entered into a trademark and recipe licence agreement with GTI Core LLC, an indirect wholly owned subsidiary of the company. Under the licence agreement, VCP granted to GTI Core a licence to use certain intellectual property related to the brands. The consideration payable by GTI Core for the licence rights consists of a monthly licence fee, payable in cash, based on sales of products using the licensed intellectual property as set forth in the licence agreement.

The licence agreement will automatically terminate upon certain insolvency events involving GTI Core and may be terminated upon mutual agreement.

Convertible note

On Aug. 25, 2025, RSLGH LLC, an indirect wholly owned subsidiary of the company, made a loan to Agrify and Agrify issued a secured convertible note with an aggregate original principal amount of $45-million (U.S.) to RSLGH. The note is a secured obligation of Agrify and will rank senior to all indebtedness of Agrify except for the secured convertible notes issued to RSLGH on Nov. 5, 2024, and to RSLGH and other investors on May 22, 2025, which rank on parity with the note and other notes issued simultaneously with the note. The note will mature on Feb. 25, 2027, and will accrue interest based on an annualized interest rate of 10.0 per cent, with interest to be paid on the first calendar day of each September and March while the note is outstanding, beginning March 1, 2026. Interest will be paid in cash, shares of Agrify common stock or prefinanced warrants, at RSLGH's election. The principal amount of the note will be payable on the maturity date.

The note imposes certain customary affirmative and negative covenants upon Agrify. If an event of default under the note occurs, interest will accrue at a rate per annum equal to 14 per cent from the date of default.

The note may be converted into Agrify common stock or, at the election of RSLGH, into prefinanced warrants, with a beneficial ownership limitation of 49.99 per cent, subject to applicable Nasdaq Stock Market listing rules. If RSLGH elects to convert the note into Agrify common stock, and for interest payments payable in the form of Agrify common stock, the conversion price per share will be $29.475, equal to the minimum price pursuant to Nasdaq listing Rule 5635 at the time the note was issued, subject to customary adjustments for certain corporate events. If RSLGH elects to convert the note into prefinanced warrants, and for interest payments payable in the form of prefinanced warrants, the conversion price per prefinanced warrant will be equal to the conversion price less the 0.1-cent exercise price of the warrant. The conversion of the notes into Agrify common stock and/or prefinanced warrants will be subject to certain customary conditions and, to the extent necessary, the receipt of stockholder approval under Nasdaq listing rules.

About Green Thumb Industries Inc.

Green Thumb is a leading national cannabis consumer packaged goods company and retailer headquartered in Chicago, Ill. The company manufactures and distributes a portfolio of branded products, including Rhythm, Dogwalkers, incredibles, Beboe, &Shine, Doctor Solomon's and Good Green. Green Thumb also owns and operates Rise Dispensaries, a rapidly growing national retail cannabis chain. Green Thumb serves millions of patients and customers each year with a mission to promote well-being through the power of cannabis while giving back to the communities it serves. Established in 2014, Green Thumb has 20 manufacturing facilities and 108 retail stores across 14 U.S. markets, employing approximately 4,800 people.

Related party disclosure

The company is a related party of Agrify by virtue of its indirect ownership of Agrify. Pursuant to Canadian Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, the transaction contemplated by the purchase agreement is a related party transaction. The company is exempt from certain requirements of MI 61-101 in connection with the purchase agreement in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the aggregate value of the transaction does not exceed 25 per cent of the market capitalization of the company. Further details will be included in the company's material change report, to be filed with the applicable Canadian securities regulatory authorities within the prescribed time. Such material change report will not be filed more than 21 days prior to closing of the transaction contemplated by the purchase agreement due to the timing of the announcement and closing occurring in less than 21 days.

We seek Safe Harbor.