Mr. Adam Bierman reports

MEDMEN ANNOUNCES US$250 MILLION INVESTMENT FROM GOTHAM GREEN PARTNERS

Medmen Enterprises Inc. has signed a binding term sheet for a senior secured convertible credit facility of up to $250-million (U.S.) from funds managed by Gotham Green Partners (GGP), an investor in the global cannabis industry. Management believes this is the largest investment to date by a single investor in a publicly traded cannabis company with U.S. operations.

"This strategic partnership with Gotham Green Partners represents another key milestone for Medmen and stems from our long-standing relationship with the Cronos Group and GGP's brand portfolio," said Adam Bierman, chief executive officer of Medmen. "The growth capital will be used to operationalize the balance of our footprint and we look forward to creating further alignment with GGP and their global cannabis platform."

"We continue to be impressed with Medmen's industry-leading retail execution and iconic branding. With Medmen's fortified balance sheet, the company's future has never been brighter," said Jason Adler, managing member of GGP. "We feel fortunate to have the opportunity to take such a significant stake in Medmen and begin to work actively with the management team and the board to help the company achieve its goals."

The company intends to use the net proceeds from drawdowns on the facility to finance the future capital needs of the business. In addition to financing general working capital, the growth capital will primarily be used to:

• Operationalize existing retail licences, with a focus on Florida, where the company is licensed for 30 stores;
• Integrate assets acquired through pending transactions, including those related to PharmaCann LLC;
• Accelerate geographic expansion through bolt-on acquisitions and investments in core markets;
• Support national rollout of higher-margin in-house branded products;
• Continue to invest in technology and digital infrastructure, with a focus on delivery and loyalty programs;
• Consolidate the supply chain and enhance margins by ramping up cultivation and production capabilities.

The investment from GGP will be in the form of convertible senior secured notes issued by MM CAN USA, Inc., a subsidiary of the company, totalling up to $250-million (U.S.) on a private placement basis pursuant to applicable securities laws exemptions. The notes will be issuable in three tranches, with each of the second and third tranches being issuable at the option of the company, subject to certain conditions and share price thresholds being achieved by Medmen. The initial tranche will be in the amount of $100-million (U.S.). The additional $150-million (U.S.) would be financed in two $75-million (U.S.) tranches. The second tranche would be available to the company beginning on the six-month anniversary of the closing date, and the third tranche would be available to the company beginning on the six-month anniversary of the financing date of tranche 2.

All notes will have a maturity date of 36 months from the closing date, with a 12-month extension feature available to the company on certain conditions, including payment of an extension fee. Notes will bear interest from their date of issue at LIBOR (London interbank offered rate) plus 6.0 per cent per annum. During the first 12 months, interest may be paid in kind (PIK) at the company's option such that any amount of PIK interest will be added to the outstanding principal of the notes. The company shall have the right after the first year, to prepay the outstanding principal amount of the notes prior to maturity, in whole or in part, upon payment of 105 per cent of the principal amount in the second year and 103 per cent of the principal amount thereafter.

All or a portion of the notes (including all accrued interest thereon) will be convertible, at the option of the holder, into Class B subordinate voting shares of the company at any time prior to the close of business on the last business day immediately preceding the maturity date. The conversion price of each tranche of notes is as follows:

1. For tranche 1 notes, the conversion price will be equal to 115 per cent of the lesser of (a) $3.10 (U.S.), which represents the closing price of the subordinate voting shares on the Canadian Securities Exchange on the trading day immediately preceding the announcement of the facility (translated to U.S. dollars), and (b) the closing price of the subordinate voting shares on the trading day immediately preceding the closing date.
2. For tranche 2 and tranche 3 notes, the conversion price will be equal to the lesser of (a) 115 per cent of the 20-trading-day volume-weighted average trading price of the subordinate voting shares as of the trading day immediately preceding the date of issue of such tranche, and (b) $7 (U.S.).

The company may force the conversion of up to 75 per cent of the then-outstanding notes at the applicable conversion price(s) if the volume-weighted average trading price of the subordinate voting shares (translated to U.S. dollars) is $8 (U.S.) for any 20-consecutive-trading-day period. If 75 per cent of the then-outstanding notes are converted by the company, the term of the remaining 25 per cent of the then-outstanding notes will be extended by 12 months.

Upon drawdown of tranche 1, the lenders would be issued share purchase warrants, each of which would be exercisable to purchase one subordinate voting share. The number of warrants to be issued will represent an approximate 50-per-cent warrant coverage on the tranche 1 notes, certain of which warrants will have an exercise price per subordinate voting share that will be equal to a 30-per-cent premium to the tranche 1 reference price, and another group of which warrants will have an exercise price per subordinate voting share that will be equal to a 50-per-cent premium to the tranche 1 reference price. The warrant coverage on the tranche 2 and tranche 3 notes will be similar to those for the tranche 1 notes. The exercise prices for the warrants on the tranche 2 and tranche 3 notes will be equal to the lesser of (a) a 30-per-cent or 50-per-cent (as the case may be) premium to the 20-trading-day volume-weighted average trading price of the subordinate voting shares as of the trading day immediately preceding the date of the drawdowns of such tranches, and (b) $7.91 (U.S.) or $9.13 (U.S.) (as the case may be).

The warrants and any subordinate voting shares issuable upon conversion of the notes or exercise of the warrants, will be subject to a four-month hold period from the date of issuance of the notes or such warrants, as applicable, in accordance with applicable Canadian securities laws.

The terms of the facility described in this press release are those set out in a binding term sheet. However, completion of any tranche is subject to further agreements being entered into by the parties, including as to the guarantees and/or the collateral to be provided by Medmen and its applicable subsidiaries to secure its obligations under the facility. The terms of the facility, the notes and the warrants and the conditions to drawdowns are subject to change as the parties negotiate such definitive documentation. The closing of any tranches will be subject to certain conditions being satisfied including, but not limited to, the receipt of all necessary approvals and the absence of material adverse changes. The parties are currently anticipating a closing in April. There can be no assurance that the parties will enter into definitive documentation such that the facility will be available, or if definitive documentation is entered into, that the terms of the facility, the notes and the warrants and the conditions to receiving the proceeds of any of the tranches will be as stated above.

About Medmen Enterprises Inc.

Medmen is a cannabis retailer with operations across the United States and flagship stores in Los Angeles, Las Vegas and New York.

We seek Safe Harbor.