Acreage Holdings Provides Update on Investor Support of Pending Transaction with Canopy Growth and Announces Extended Lockup Agreements for Insiders

NEW YORK, May 28, 2019 (GLOBE NEWSWIRE) — Acreage Holdings, Inc. (“Acreage”) (CSE: ACRG.U) (OTCQX: ACRGF) (FSE: 0ZV) today announced that Acreage shareholders, holding an aggregate of approximately 91% of all of the votes eligible to be cast at the Acreage’s special meeting of shareholders to be held on June 19, 2019 (the “Special Meeting”) to approve, among other things, the proposed arrangement with Canopy Growth Corporation (“Canopy Growth”) (including approximately 38% of votes eligible to be counted for purposes of the disinterested shareholder approval), have indicated to Acreage their support for the proposed arrangement with Canopy Growth.

Acreage further announced that certain key executive management members (the “Insiders”) have agreed to enter into extended lockup agreements pursuant to the arrangement agreement dated April 17, 2019 between Canopy Growth and Acreage (the “Agreement”), as previously disclosed in Acreage’s press release dated April 18, 2019. Acreage announced that each of its five senior executives has agreed to resale restrictions in respect of each such person’s current and certain future share holdings consistent with the terms of the Agreement and on such terms described in Acreage’s management information circular dated May 17, 2019 (the “Circular”), with respect to the Special Meeting.

These Insiders have been subject to resale restrictions from the first day of trading on November 15, 2018 and have voluntarily agreed to remain locked up; with periodic releases at intervals following: (i) completion of the arrangement with Canopy Growth; and (ii) the subsequent acquisition by Canopy Growth of the outstanding Acreage shares.

“Our executives remain 110% committed to the long-term Acreage story,” said Kevin Murphy, Founder and Chief Executive Officer of Acreage Holdings. “Additionally, I’m proud to say that shareholders representing approximately 38% of votes eligible to be counted for purposes of the disinterested shareholder approval have already indicated their support of the deal. This is a clear indication of the unyielding support of our long-term shareholders, for which I’m eternally grateful.”

ABOUT ACREAGE HOLDINGS

Headquartered in New York City, Acreage is the largest vertically integrated, multi-state owner of cannabis licenses and assets in the U.S. with respect to the number of states with cannabis related licenses, according to publicly available information. Acreage owns licenses to operate or has management services or consulting agreements in place with license holders 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 more than $17 billion in legal cannabis sales, according to Arcview Market Research. Acreage is dedicated to building and scaling operations to create a seamless, consumer-focused branded cannabis experience. Acreage’s national retail store brand, The Botanist, debuted in 2018.

FORWARD LOOKING STATEMENTS

This news release and each of the documents referred to herein contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information, including, for greater certainty, statements regarding the proposed transaction with Canopy Growth Corporation (the “Proposed Transaction”), including the anticipated benefits and likelihood of completion thereof. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Acreage’s current beliefs and is based on information currently available to Acreage and on assumptions Acreage believes are reasonable. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Acreage to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the ability of the parties to ‎receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and ‎shareholders approvals; the ability of the parties to satisfy, in a timely manner, the other ‎conditions to the completion of the Proposed Transaction; other ‎expectations and assumptions concerning the transactions contemplated in the Proposed Transaction; the available funds of Acreage and the anticipated use of such funds; the availability of financing ‎opportunities; legal and ‎regulatory risks inherent in the cannabis industry; risks associated with economic ‎conditions, ‎dependence on management and currency risk; risks relating to U.S. regulatory landscape and ‎‎enforcement related to cannabis, including political risks; risks relating to anti-money laundering laws and ‎‎regulation; other governmental and environmental regulation; public opinion and perception of the ‎cannabis ‎industry; risks related to contracts with third-party service providers; risks related to the ‎enforceability of contracts; ‎reliance on the expertise and judgment of senior management of Acreage; risks related to proprietary ‎intellectual property and potential infringement by third parties; the ‎concentrated voting control of Acreage’s ‎founder and the unpredictability caused by Acreage’s ‎capital structure; risks relating to the management of ‎growth; increasing competition in the industry; risks ‎inherent in an agricultural business; risks relating to energy ‎costs; risks associated to cannabis products ‎manufactured for human consumption including potential product ‎recalls; reliance on key inputs, ‎suppliers and skilled labor; cybersecurity risks; ability and constraints on marketing ‎products; fraudulent ‎activity by employees, contractors and consultants; tax and insurance related risks; risks ‎related to the ‎economy generally; risk of litigation; conflicts of interest; risks relating to certain remedies being ‎limited ‎and the difficulty of enforcement of judgments and effect service outside of Canada; risks related to ‎future ‎acquisitions or dispositions; sales by existing shareholders; and limited research and data relating to ‎cannabis. A description of additional assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Acreage’s disclosure documents, including the Circular and Acreage’s Annual Information Form for the year ended December 31, 2018 filed on April 29, 2019, on the SEDAR website at www.sedar.com. Although Acreage has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Acreage as of the date of this news release and, accordingly, is subject to change after such date. However, Acreage expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law. Neither the Canadian Securities Exchange nor its Regulation Service Provider has reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.