Mr. Richard Proud reports

IANTHUS ANNOUNCES EXTENSION OF NEW JERSEY BRIDGE NOTES

iAnthus Capital Holdings Inc., along with its wholly owned subsidiary, iAnthus New Jersey LLC, has amended the terms of the senior secured bridge notes issued on Feb. 2, 2021, to certain related party lenders (including funds managed by affiliates of Gotham Green Partners LLC, Oasis Management Company Ltd. and Senvest Management LLC) and other third party lenders. On Feb. 2, 2024, in order to facilitate the amendment, the parties agreed to a short-term extension of the maturity date from Feb. 2, 2024, to Feb. 16, 2024.

Pursuant to the amendment, the maturity date of the bridge notes has been extended from Feb. 16, 2024, to Feb. 16, 2026, and the interest on the principal amount outstanding will remain the same, at a rate of 12 per cent per annum, but interest accruing after Feb. 16, 2024, will be payable in quarterly cash payments. In addition, the amendment provides for an amendment fee equal to 10 per cent of the principal amount of the bridge notes as of the date of the amendment, which will be satisfied through the issuance of common shares of the company at a price per share equal to the volume-weighted average trading price of the common shares on the Canadian Securities Exchange for the 20 consecutive trading days immediately prior to the amendment. As of the date of the amendment, the aggregate principal amount outstanding on the bridge notes is equal to approximately $15.8-million (U.S.). Lastly, the company has agreed to utilize 25 per cent of non-operational cash receipts in excess of $5-million (U.S.) to make payments toward the principal amount outstanding under the bridge notes, without penalty. For purposes of the amendment, non-operational cash receipts means cash received by the company which is not derived from the sale of cannabis products in the ordinary course of business of the company, whether through retail, wholesale or otherwise.

"We are pleased with the terms of the amendment because it allows the company to continue to invest and expand within the state of New Jersey as planned, which is a key initiative for the company in 2024," said Richard Proud, chief executive officer of the company.

Gotham Green Partners, Oasis Management Company and Senvest Management may be considered related parties as such term is defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Accordingly, the amendment, including issuance of the common shares to satisfy the amendment fee, may be a related party transaction as defined in MI 61-101. Such transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of subject matter of, nor the fair market value of the consideration for, the transaction, exceeds 25 per cent of the company's market capitalization. The company did not file a material change report 21 days prior to the expected closing of the amendment as the structure of the transaction had not been confirmed at that time.

The common shares issued in connection with the amendment fee will be issued pursuant to a prospectus and registration exemption under Canadian securities law and will be subject to a Canadian holding period expiring four months and a day from the date of issuance.

About iAnthus Capital Holdings Inc.

iAnthus owns and operates licensed cannabis cultivation, processing and dispensary facilities throughout the United States.

We seek Safe Harbor.