Acreage Holdings provides update on corporate transactions

Acreage Holdings (ACRGF) announced that, further to its press releases of June 4 and June 5, 2024, Acreage anticipates that Canopy USA will complete its acquisition of Acreage pursuant to the Acquisitions in mid-December, 2024. As further described below, as a result of the dilution in respect of the Offering completed by the Company in June 2024, the Company expects that the Exchange Ratio relating to the Fixed Shares will be significantly reduced. The reduction of the Exchange Ratio will result in fewer common shares of Canopy Growth (CGC) Corporation issuable to each holder of Class E subordinate voting shares of the Company. As a result of the material impact of the Offering it is anticipated that the current holders of Fixed Shares will receive zero value upon closing of the Acquisitions. The Company expects that the Floating Share Exchange Ratio will remain as provided in the Floating Share Arrangement Agreement. Acreage is party to an arrangement agreement with Canopy dated April 18, 2019, as amended, relating to the proposed acquisition of all issued and outstanding Fixed Shares pursuant to the plan of arrangement under the Business Corporations Act. The Fixed Share Acquisition is anticipated to occur immediately after the acquisition of the Class D subordinate voting shares of Acreage pursuant to the plan of arrangement under the Business Corporations Act in accordance with the arrangement agreement dated October 24, 2022, as amended, among the Company, Canopy and Canopy USA. Upon the closing of the Acquisitions, Canopy USA will own 100% of the issued and outstanding shares of Acreage. Closing of the Acquisitions is expected to occur in mid-December, 2024, subject to the satisfaction or waiver of closing conditions, including, but not limited to, receipt by Acreage, Canopy and Canopy USA of required regulatory approvals.