Acreage Holdings closes US $314.2M RTO financing

CPE Media News (11/13/2018) – Acreage Holdings, Inc., formerly Applied Inventions Management Corp., and High Street Capital Partners, LLC, dba Acreage Holdings (Acreage private) announced today that Acreage private will complete a reverse take-over (RTO) of Acreage Holdings on or about November 14, 2018.

Acreage private, through Acreage Finco B.C. Ltd., completed a brokered and non-brokered private placements of subscription receipts, raising aggregate gross proceeds of US $314,153,600.

Acreage Holdings has applied to list its shares on the Canadian Securities Exchange (CSE).

photo credit: Acreage Holdings

News Release

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Applied Inventions Management Corp. Announces Completion of its Continuance to British Columbia and Name Change and Completion of Subscription Receipt Financing

TORONTO AND NEW YORK CITY – November 13, 2018 – Acreage Holdings, Inc. (the “Company”), formerly Applied Inventions Management Corp., and High Street Capital Partners, LLC (d/b/a Acreage Holdings) (“Acreage”) are pleased to announce that, further to their September 21, 2018 announcement regarding the business combination pursuant to which, among other things, Acreage will complete a reverse take-over of the Company (the “Proposed Transaction”), (i) the Company has continued from Ontario to British Columbia (the “Continuance”) and completed certain corporate steps in connection with the Continuance, including changing the Company’s name to “Acreage Holdings, Inc.” in further of the Proposed Transaction, and (ii) Acreage Finco B.C. Ltd. (“Finco”), a special purpose vehicle, completed a private placement financing of subscription receipts (the “Subscription Receipts”) for gross proceeds of US$314,153,600 (the “Offering”).

Completion of the Offering

On November 13, 2018, Finco completed the Offering pursuant to which Finco issued 12,566,144 Subscription Receipts at a price of US$25.00 per Subscription Receipt for gross proceeds of US$314,153,600. The Offering was comprised of a brokered offering of 8,388,000 Subscription Receipts (the “Brokered Offering”) for gross proceeds of US$209,700,000, which was led by Canaccord Genuity Corp. (the “Lead Agent”), as lead agent and sole bookrunner, and included Beacon Securities Limited, Cormark Securities Inc., Eight Capital and Haywood Securities Inc. (collectively, the “Agents”), and a non-brokered offering of 4,178,144 Subscription Receipts (the “Non-Brokered Offering”) for gross proceeds of US$104,453,600.

The Subscription Receipts will convert into common shares of Finco upon satisfaction of the escrow release conditions (the “Escrow Release Conditions”) set out in the agency agreement entered into among the Agents, Finco, Acreage and the Company on the date hereof. The net proceeds raised in connection with the Offering, after fees and expenses incurred, and less 50% of the agents’ commission, have been deposited with Odyssey Trust Company (“Odyssey”), as subscription receipt agent and escrow agent. The escrowed proceeds will be held by Odyssey until the Escrow Release Conditions have been satisfied.

It is anticipated that the Escrow Release Conditions will be satisfied and the Proposed Transaction will be completed on or about November 14, 2018.

Completion of the Continuance, Name Change and Related Corporate Matters

In accordance with the resolution of the Company’s shareholders obtained at a shareholder meeting held on November 6, 2018, the Company completed the Continuance and, in connection with the Continuance the Company (i) changed its name to “Acreage Holdings, Inc.”, (ii) subdivided its class B multiple voting shares on the basis of 1.5 post-subdivision class B multiple voting share for each one class B multiple voting share (the “Subdivision”), (iii) consolidated its Class A subordinate voting shares and its post-
Subdivision Class B multiple voting shares on the basis of one post-consolidation Class A subordinate voting share for each 350 Class A subordinate voting shares, and one post-consolidation Class B multiple voting share for each 350 post-Subdivision Class B multiple voting shares (the “Consolidation”); (iv) created new classes of shares designated as Class B proportionate voting shares and Class C multiple voting shares, each having the special rights and restrictions set forth in the Articles of the Company, (iv)
amended the terms of the post-Consolidation Class A subordinate voting shares of the Company and the post-Consolidation, post-Subdivision Class B multiple voting shares of the Corporation such that they will become the Class A subordinate voting shares of the Company and will have the rights and restrictions set forth in the Company’s Articles.

Additional details regarding the foregoing will be provided in the Company’s listing statement to be filed with the Canadian Securities Exchange (“CSE”) on or about November 14, 2018.

The Continuance, the Company reorganization and the related matters set forth above were completed as the first step in the Proposed Transaction and, it is currently anticipated, that the remaining steps of the Proposed Transaction will be completed on or about November 14, 2018.

About Acreage

Headquartered in New York City, Acreage is a vertically integrated, multi-state owner of cannabis licenses and assets in U.S. states where either medical and/or adult use of cannabis is legal. With one of the largest geographic footprints of any cannabis company, it currently owns and/or operates cultivation, processing and dispensary operations. Acreage is dedicated to building and scaling operations to create a seamless, consumer-focused branded cannabis experience.

For further information please contact:
Acreage Holdings, Inc.
Michael Stein, President & CEO
Telephone: (416) 410-7722
michael.stein@rogers.com

Acreage
Communications Contact:
Lewis Goldberg / Jon Goldberg
KCSA Strategic Communications
212-896-1282
Acreage@kcsa.com

Company Contact:
Howard Schacter
Head of Communications
917-579-0727
h.schacter@acreageholdings.com

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