Cresco Closes Acquisition of Origin House, Adding Leading California Wholesale Distribution and Cultivation Operations to Its Strategic National Footprint - Seite 2

Origin House’s 92,000 square feet of ultra-premium indoor cultivation and production facilities is expected to allow Cresco to expand its offering of Cresco branded products across California rapidly; growing market share, generating brand equity, and driving shareholder value.

Transaction Details

Pursuant to the terms of the Arrangement, holders of common shares of Origin House (“Origin House Common Shares”) received 0.7031 (the “Exchange Ratio”) subordinate voting shares of Cresco (“Cresco Shares”) for each Origin House Common Share held, holders of class A compressed shares of Origin House (“Origin House Compressed Shares”) ultimately received 70.31 Cresco Shares for each Origin House Compressed Share held (the “Consideration”). In total, Cresco acquired 94,558,120 Origin House Common Shares (on an as converted basis) in exchange for 66,483,798 Cresco Shares.

In connection with the closing of the Arrangement, the remaining portion of the approximately CAD$39.7 million of subscription proceeds raised in connection with the financing announced on November 26, 2019 have now been released from escrow, resulting in the issuance of 9,713,839 Origin House Common Shares under the financing. A further 3,692,639 Origin House Common Shares were issued to certain service providers, vendors and contracting parties of Origin House. All such Origin House Common Shares were exchanged, pursuant to the Arrangement, at the Exchange Ratio, for 0.7031 Cresco Shares and are not subject to any statutory hold period.

It is anticipated that the Origin House Common Shares will be delisted from the Canadian Securities Exchange (“CSE”) as of the close of trading on January 9, 2020, and Origin House intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

Pursuant to the letter of transmittal mailed to shareholders of Origin House as part of the materials in connection with the special meeting of shareholders of Origin House held on December 31, 2019 (the “Meeting”), in order to receive the portion of the Consideration to which they are entitled, registered holders of Origin House Shares are required to deposit their share certificate(s) representing Origin House Shares, together with a duly completed letter of transmittal, with Odyssey Trust Company, the depositary under the Arrangement. Shareholders whose Origin House Shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their Origin House Shares.