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Acreage closes $30-million (U.S.) private placement

2020-02-10 17:38 ET - News Release

Mr. Howard Schacter reports

ACREAGE ANNOUNCES COMPLETION OF PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT

Acreage Holdings Inc. has closed its previously announced private placement of special warrants for gross proceeds of $30-million (U.S.).

The special warrants were issued at a price of $4.93 (U.S.) per special warrant. The special warrants shall be automatically exercised (without payment of any further consideration) into units of the company on the earliest to occur of: (i) the date that is three business days following the date on which the company files a prospectus supplement to the company's base shelf prospectus dated Aug. 8, 2019, with the applicable securities regulatory authorities in the province of Ontario and each of the jurisdictions in Canada in which the special warrants are sold qualifying the distribution of the units issuable upon exercise of the special warrants, and files a prospectus supplement to the shelf registration statement on Form F-10 (file No. 333-232313) with the United States Securities and Exchange Commission; and (ii) the date that is four months and one day after the closing date (as hereinafter defined), subject to adjustment in certain events.

Each unit will consist of one Class A subordinate voting share of Acreage and one subordinate voting share purchase warrant of the company. Each warrant will be exercisable to acquire one subordinate voting share for a period of five years following Feb. 10, 2020, at an exercise price of $5.80 (U.S.) per warrant share, subject to adjustment in certain events.

The lead subscriber was granted the option to purchase, at the issue price per special warrant, up to $20-million (U.S.) of additional special warrants or, if the qualification prospectus has been filed prior to the time of exercise, units, exercisable at the lead subscriber's option at any time up until 8 a.m. ET on March 16, 2020. The qualification prospectus shall also qualify the distribution of the units issuable upon exercise of such additional special warrants (if the option is exercised prior to filing the qualification prospectus) or issuable upon exercise of the option (if the option has not been exercised prior to the filing of the qualification prospectus).

The net proceeds from the private placement will be used for working capital and general corporate purposes.

Canaccord Genuity Corp. acted as bookrunner and lead agent.

The special warrants issued pursuant to the private placement are subject to statutory and resale restrictions following Feb. 10, 2020, subject to the earlier clearing of the qualification prospectus qualifying the distribution of the units issuable upon exercise of the special warrants.

About Acreage Holdings Inc.

Headquartered in New York, N.Y., Acreage is one of the largest vertically integrated, multistate operators of cannabis licences and assets in the United States, according to publicly available information. Acreage owns licences to operate, or has management or consulting services or other agreements in place with licenceholders to assist in operations, in 20 states (including pending acquisitions) with a population of approximately 180 million Americans, and an estimated 2022 total addressable market of $16.7-billion (U.S.) in legal cannabis sales, according to Arcview Market Research.

We seek Safe Harbor.

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