Acreage Holdings, Inc. Floating Subordinate Voting Shares

Headquartered in New York City, Acreage is a vertically integrated, multi-state operator of cannabis ‎licenses and assets in the U.S. Acreage is dedicated to building and scaling operations to create a ‎seamless, consumer-focused branded cannabis experience.

A Class D subordinate voting share (each, a “Floating Share”) of the Company was created pursuant to the Amended Plan of Arrangement.  Each Floating Share entitles the holder thereof to one vote per share at shareholder meetings of the Company. Each Fixed Share is subject to an option in favor of Canopy Growth (the “Floating Call Option”) to acquire all of the issued and outstanding Floating Shares.  If exercised in accordance with the terms of the Amended Plan of Arrangement, Canopy Growth’s acquisition of the Floating Shares will take place concurrently with, and subject to satisfaction or waiver of the same conditions as, the Acquisition.

Investor Note: In addition to the 71,182,977 Fixed Shares and 30,558,196 Floating Shares that are listed and trading, there are 17,017,664 Fixed Shares and 7,242,885 Floating Shares, respectively, reserved for issuance pursuant to redemption and conversion rights attached to other share classes of Acreage Holdings, Inc., as well as certain outstanding securities of Acreage Holdings WC, Inc. and High Street Capital Partners, LLC, which are subsidiaries of Acreage Holdings, Inc. The total number of Fixed Shares and Floating Shares, as converted, is 88,200,641 and 37,801,081, respectively, excluding options, warrants, RSUs and convertible debt.