Toggle SGML Header (+)


Section 1: 6-K (6-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

  

 

For the month of April, 2019.

 

 

Commission File Number 000-56021

 

 

ACREAGE HOLDINGS, INC.
(Translation of registrant’s name into English)

 

366 MADISON AVENUE, 11TH FLOOR

NEW YORK, NEW YORK, 10017, UNITED STATES

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F  o               Form 40-F  x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   o              

 

  Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   o            

 

  Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ACREAGE HOLDINGS, INC.

 

Date:  April 2, 2019   /s/ Glen Leibowitz

Glen Leibowitz

Chief Financial Officer

 

-2-

 

 

INDEX TO EXHIBITS

 

99.1 News release dated December 24, 2018
99.2 News release dated January 4, 2019
99.3 News release dated January 7, 2019
99.4 News release dated January 10, 2019
99.5 News release dated January 17, 2019
99.6 News release dated March 12, 2019
99.7 Form 7 - Monthly Progress Report for January 2019 dated February 6, 2019
99.8 Form 6 - Certificate of Compliance dated February 6, 2019
99.9 Form 6 - Certificate of Compliance dated February 20, 2019
99.10 Form 9 - Notice of Issuance of Securities dated February 20, 2019
99.11 Form 9 - Notice of Issuance of Securities dated February 20, 2019
99.12 Form 7 - February 2019 Progress Report dated March 6, 2019
99.13 Form 6 - Certificate of Compliance February dated March 6, 2019
99.14 Form 9 - Notice of Issuance of Securities dated March 26, 2019
99.15 Form 6 - Certificate of Compliance February dated March 26, 2019

 

-3-

 

(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

 

Exhibit 99.1

 

 

Acreage Holdings Opens First The Botanist Dispensary in Massachusetts

 

New York City, NY – December 24, 2018 — Acreage Holdings, Inc. (“Acreage”) (CSE: ACRG.U), the United States’ largest vertically integrated, multi-state cannabis operator, in terms of states with operating licenses, announced the December 21st opening of The Botanist cannabis dispensary in Worcester, MA at 65 Pullman Street. The Botanist is the new brand for Acreage’s nationwide retail footprint of dispensaries as well as a branded line of carefully curated cannabis products that will soon be sold in them. The Botanist presents a unique experiential design, blending nature and science in an immersive retail environment that is inspired by 19th Century laboratories, greenhouses and the study of botany.

 

The Botanist will offer a selection of the best cannabis products, including flower, vape cartridges, edibles, concentrates and tinctures. A family of proprietary The Botanist cannabis products are currently in development and will soon debut at the store.

 

The Worcester Botanist is the first of three Botanist locations that are expected to open in Massachusetts, with locations in Leominster and Shrewsbury expected to open in the coming months.

 

Offering a sensory experience from the moment a customer enters the dispensary, The Botanist retail location immerses visitors in an environment reminiscent of visiting the greenhouse laboratory of a 19th Century botanist. The Botanist encourages curiosity and brings customers closer to the plant and its healing properties, with design elements that include a lush botanical wall, weathered wood, bell jars for showcasing product, a “seed bar” education station and much more.

 

In keeping with The Botanist’s commitment to education, exceptional service, and a customer experience unlike other cannabis retail stores, the dispensary will also offer a rich program of educational and entertaining events, such as cannabis 101, cooking with cannabis, CBD-infused mocktail parties, and more.

 

To help celebrate the opening of The Botanist in Worcester and in keeping with the store’s mission to enable access to cannabis for everyone who need or want it, all veterans who purchase product or merchandise at The Botanist will receive a 25 percent discount through the end of January.

 

Acreage Chief Marketing Officer Harris Damashek said: “The Botanist was designed as a way of life - a physical embodiment of curiosity, medicine, health, and nature, that centers around the power of the plant. It signifies a place with purpose, a place for discovery, and a place that our customers will love to return to. It is the antithesis of the typical cannabis retail store, which usually offers customers nothing more than a cluttered space that sells.”

 

The Botanist brand and retail design was created with the help of award-winning experiential retail design firm, McKinley Burkart.

 

 

 

 

Mark Burkhart of McKinley Burkart said, "The relationship between the consumer and cannabis is a journey of discovery, and The Botanist store design is meant to reflect this. It's intended as a physical manifestation of curiosity, to evoke a strange taxonomy, a world of magical realism….. a celebration of the uncanny. The design of the space reflects this universe; one in which nature has reclaimed its place."

 

For more information about The Botanist in Worcester, visit www.shopbotanist.com.

 

ABOUT ACREAGE HOLDINGS

 

Headquartered in New York City, Acreage Holdings is the largest vertically integrated, multi-state owner of cannabis licenses and assets in U.S. states with respect to number of states with operating licenses. With operating licenses in 19 states, serving a population of more than 172 million Americans, and an estimated 2022 total addressable market of approximately $14 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.

 

# # #

 

INVESTOR CONTACT MEDIA CONTACT
   
Steve West Howard Schacter
Acreage Holdings Acreage Holdings
investors@acreageholdings.com h.schacter@acreageholdings.com

 

2

(Back To Top)

Section 3: EX-99.2 (EXHIBIT 99.2)

 

Exhibit 99.2

 

 

Acreage Holdings Acquires Nature’s Way Nursery of Miami, Inc.

 

New York City, NY – Jan 4, 2019 – Acreage Holdings, Inc. (“Acreage”) (CSE: ACRG.U) announced it has closed the acquisition of Florida-based Nature’s Way Nursery of Miami, Inc. (“Nature’s Way”). Nature’s Way was awarded a vertically integrated operating license last summer and will operate the business as Green Owl Pharms, the name under which it it was awarded the operating license.

 

The previously disclosed transaction paves the way for Acreage to bring cannabis products to Florida residents throughout the state. As of December 28, 2018, there were more than 209,000 total cannabis patients in Florida according to the Florida Department of Health Office of Medical Marijuana Use.

 

“The combination of policy and demographics in Florida makes it one of the largest growth cannabis markets in the U.S. and we could not be more pleased to close this deal,” said Kevin Murphy, Founder, Chairman, and Chief Executive Officer of Acreage. With the fourth largest population in the U.S., Florida is expected to quickly become the fifth largest cannabis market with an estimated $1.1 billion in retail cannabis sales by 2022, according to Arcview Market Research.

 

Terms of the Transaction

 

Acreage paid the shareholders of Nature’s Way $67 million plus assumption of certain transaction expenses of the sellers, with $63 million payable in cash, of which $10 million had previously been escrowed in November at the time the parties signed the definitive transaction agreement. The remaining $4 million in consideration will be paid in units of a subsidiary of Acreage, High Street Capital Partners, LLC. The units are exchangeable for Subordinate Voting Shares of Acreage at the election of the holder.

 

Nature’s Way holds a vertically integrated operating license to operate a cultivation and processing facility as well as up to 30 medical cannabis dispensaries, which Acreage anticipates will carry The Botanist retail banner and soon-to-launch cannabis products. Acreage anticipates that it will invest significant financial capital throughout Florida to build out its cultivation and retail operations.

 

 

 

 

 

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 in which it is licensed to operate. With operating licenses in 19 states, Acreage serves a population of more than 172 million Americans and an estimated 2022 total addressable market of approximately $14 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.

 

FORWARD LOOKING STATEMENTS

 

This news release 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. 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 the current beliefs of Acreage and is based on information currently available to Acreage and on assumptions that Acreage believes are reasonable. These assumptions include, but are not limited to, the anticipated benefits to Acreage of the transaction described above. 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: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation affecting Acreage; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labor or loss of key individuals and the other factors identified in Acreage’s Listing Statement. 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.

 

2

 

 

 

# # #

 

Investor Contact: Media Contact:
Steve West Howard Schacter
Investors@acreageholdings.com h.schacter@acreageholdings.com

 

3

(Back To Top)

Section 4: EX-99.3 (EXHIBIT 99.3)

 

Exhibit 99.3

 

 

Acreage Begins Trading On The OTCQX Best Market

 

New York City, NY – Jan. 7, 2019 – Acreage Holdings, Inc. (“Acreage”) (CSE: ACRG.U) (OTCQX: ACRGF) announced it has qualified to trade on the OTCQX® Best Market by OTC Markets Group under the ticker symbol ACRGF effective today.

 

The OTCQX market is reserved for established U.S. and global companies that meet high financial standards, provide timely news and disclosure to investors, and have a professional third-party sponsor introduction.

 

“Acreage Holdings joins an impressive roster of CSE-listed companies that cross-trade on the OTCQX Market to provide enhanced disclosure in the U.S. as well as to provide more efficient trading for their investors globally,” said Jason Paltrowitz, Director, OTC Markets Group International Ltd. and EVP, Corporate Services, OTC Markets Group. “We look forward to supporting Acreage Holdings as the company continues to build visibility, liquidity and long- term shareholder value.”

 

According to public filings, Acreage is the largest multi-state cannabis operator in the United States in terms of number of states with operating licenses, largest total addressable market, and largest serviceable population. More recently, Acreage announced a transformative acquisition of Form Factory, which will provide the company with the capabilities to become the cannabis industry’s first and only Consumer Packaged Goods company with a national footprint.

 

Acreage Holdings was sponsored for OTCQX by Dorsey & Whitney LLP, a qualified third-party firm responsible for providing guidance on OTCQX requirements and recommending membership.

 

ABOUT ACREAGE HOLDINGS

 

Headquartered in New York City, Acreage Holdings is the largest vertically integrated, multi- state owner of cannabis licenses and assets in U.S. states with respect to number of states with operating licenses, according to public filings. Acreage has operating licenses in 19 states, serving a population of more than 172 million Americans, and an estimated 2022 total addressable market of approximately $14 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.

 

 

 

 

 

ABOUT OTC MARKETS GROUP INC.

 

OTC Markets Group Inc. (OTCQX: OTCM) operates the OTCQX® Best Market, the OTCQB® Venture Market and the Pink® Open Market for 10,000 U.S. and global securities. Through OTC Link® ATS and OTC Link ECN, we connect a diverse network of broker-dealers that provide liquidity and execution services. We enable investors to easily trade through the broker of their choice and empower companies to improve the quality of information available for investors.

 

FORWARD LOOKING STATEMENTS

 

This news release 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 expanding our industry-leading footprint, rolling out a national brand, pending legislation, opening of new cannabis markets and the commencement of Oklahoma operations in 2019. 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. These assumptions include, but are not limited to: market acceptance and approvals. 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: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation affecting Acreage; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labor or loss of key individuals. 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, such as Acreage’s listing statement filed on November 14, 2018, 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.

 

2

 

 

 

# # #

 

Investor Contact:

 

Steve West

Vice President, Investor Relations

Investors@acreageholdings.com

Media Contacts:

 

Howard Schacter

Head of Public Relations

h.schacter@acreageholdings.com

 

3

(Back To Top)

Section 5: EX-99.4 (EXHIBIT 99.4)

 

Exhibit 99.4

 

 

Acreage Management To Present At ICR and Benzinga Investor Conferences

 

New York City, NY – Jan. 10, 2018 – Acreage Holdings, Inc. (“Acreage”) (CSE: ACRG.U) (OTCQX: ACRGF) today announced that management will present at two investor conferences during the week of January 14th, 2019.

 

Acreage management will discuss company overview and strategy at the 21st annual ICR Conference, in Orlando, Florida on January 14th at 2:00PM EST. The presentation will be webcast and can be accessed live or as an archived replay on the Acreage Holdings Investor Relations website at investors.acreageholdings.com.

 

Additionally, Acreage management will discuss company overview and strategy at the Benzinga Cannabis Capital Conference, in Miami, Florida on January 15-16.

 

ABOUT ACREAGE HOLDINGS

 

Headquartered in New York City, Acreage is the largest vertically integrated, multi-state owner of cannabis licenses and assets in U.S. states with respect to number of states with operating licenses, according to public filings. With operating licenses in 19 states, serving a population of more than 172 million Americans, and an estimated 2022 total addressable market of approximately $14 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.

 

 

 

 

 

FORWARD LOOKING STATEMENTS

 

This news release 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 expanding our industry-leading footprint, rolling out a national brand, pending legislation, opening of new cannabis markets and the commencement of Oklahoma operations in 2019. 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. These assumptions include, but are not limited to: market acceptance and approvals. 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: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation affecting Acreage; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labor or loss of key individuals. 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, such as Acreage’s listing statement filed on November 14, 2018, 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.

 

# # #

 

2

 

 

 

Investor Contact:

 

Steve West

Vice President, Investor Relations

Investors@acreageholdings.com

Media Contacts:

 

Howard Schacter

Communications Director

h.schacter@acreageholdings.com

 

3

(Back To Top)

Section 6: EX-99.5 (EXHIBIT 99.5)

 

Exhibit 99.5

 

Acreage Holdings' Partner, Greenleaf Apothecaries, Opens The Botanist
Dispensary in Canton, Ohio

 

NEW YORK, NY, Jan 17, 2019 — Acreage Holdings, Inc. ("Acreage") (CSE: ACRG.U) (OTCQX: ACRGF), the United States' largest vertically integrated, multi-state cannabis operator according to public filings, announced Greenleaf Apothecaries, LLC ("Greenleaf") opened its first “The Botanist” medical cannabis dispensary in Canton, OH. Acreage maintains a Management Services Agreement with Greenleaf that delivers Acreage's operational expertise, product development capabilities, and “The Botanist” retail dispensary brand.

 

Greenleaf plans to open additional “The Botanist” dispensaries in Akron, Cleveland, Columbus, and Wickliffe that will serve qualifying patients from Ohio's nearly 12 million residents and an estimated total addressable cannabis market in 2022 of $290 million, according to Arcview Market Research.

 

Greenleaf is one of three operators in Ohio that was awarded the maximum allotment of five dispensary operating licenses and was also recently awarded a Level 1 provisional cultivation license by the Ohio Department of Commerce. The new cultivation and processing facility will be located in Middlefield, OH.

 

ABOUT ACREAGE HOLDINGS

 

Headquartered in New York City, Acreage is the largest vertically integrated, multi-state owner of cannabis licenses and assets in U.S. states with respect to number of states with operating licenses, according to public filings. With operating licenses in 19 states, serving a population of more than 172 million Americans, and an estimated 2022 total addressable market of approximately $14 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.

 

FORWARD LOOKING STATEMENTS

 

This news release 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 expanding our industry-leading footprint, rolling out a national brand, pending legislation, opening of new cannabis markets and the commencement of Oklahoma operations in 2019. 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. These assumptions include, but are not limited to: market acceptance and approvals.

 

 

 

 

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: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation affecting Acreage; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labor or loss of key individuals. 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, such as Acreage's listing statement filed on November 14, 2018, 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.

 

# # #

 

Investor Contact:

 

Steve West

Vice President, Investor Relations

Investors@acreageholdings.com

Media Contacts:

 

Howard Schacter

Communications Director

h.schacter@acreageholdings.com

 

 

(Back To Top)

Section 7: EX-99.6 (EXHIBIT 99.6)

 

Exhibit 99.6

 

 

Acreage Holdings Reports Fiscal Fourth Quarter and Full Year
2018 Financial Results

 

New York City, NY – Mar. 12, 2019 – Acreage Holdings, Inc. (“Acreage”) (CSE: ACRG.U) (OTCQX: ACRGF) (FSE: 0VZ) reported the financial results for the fiscal fourth quarter and year ended December 31, 2018. Financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) and management’s discussion and analysis for the period have been filed on Acreage’s SEDAR profile at www.sedar.com, and on the investor relations section of the Acreage website at investors.acreageholdings.com, under “Financial Information > Results Center.”

 

Fourth Quarter and Full Year Highlights

 

Acreage reported fourth quarter revenue of $10.5 million and full year fiscal 2018 revenue of $21.1 million, up 380% and 173%, respectively, compared to the same periods in 2017.
Pro forma revenue* for the fourth quarter was $22.9 million and $77.2 million for the full year fiscal 2018.
Acreage reported fourth quarter net loss of $217.6 million and full year fiscal 2018 net loss of $219.7 million, primarily driven by non-cash charges and non-recurring items.
Pro forma adjusted net loss*, which excludes certain non-cash charges and non- recurring items, for the fourth quarter was $10.8 million and $30.3 million for the full year fiscal 2018.
During the fourth quarter of 2018, Acreage opened two dispensaries under its The Botanist brand in Buffalo, NY and Worcester, MA, and acquired one dispensary in Thames Valley, CT, ending the year with 19 dispensaries (as of today, Acreage has 24 operational dispensaries).
For the full year fiscal 2018, Acreage deployed over $200 million of capital in various strategic transactions and invested approximately $37 million to build out our operations.

 

*Acreage issued a detailed presentation of Acreage’s fiscal fourth quarter and full year results, including definitions and reconciliations for non-IFRS measures (see note regarding non-IFRS measures below), which can be viewed on our website at investors.acreageholdings.com, under “Results Center.”

 

 

 

 

 

EARNINGS CALL DETAILS

 

Acreage will host a conference call with management on Wednesday, March 13th at 8:00 AM Eastern Standard Time. The call will be webcast and can be accessed at investors.acreageholdings.com. To listen to the live call, please go to the website at least 15 minutes early to register, download and install any necessary audio software.

 

ABOUT ACREAGE HOLDINGS, INC.

 

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 or has management services agreements in place in 19 states (including pending acquisitions) with a population of more than 172 million Americans, and an estimated 2022 total addressable market of approximately $14 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.

 

NON-IFRS MEASURES

 

The detailed presentation referenced above and found on Acreage’s website at investors.acreageholdings.com, under “Results Center,” contains tables that reconcile Acreage’s results of operations reported in accordance with IFRS to adjusted results that exclude the impact of certain items identified as affecting comparability (non-IFRS). We use pro forma results among other measures, to evaluate our actual operating performance and for planning and forecasting future periods. Pro forma results are IFRS reported results plus the results of all entities for which we have a management contract in place but do not consolidate due to a lack of control, adjusted to reflect the full fiscal period regardless of when an acquisition or management contract commenced. We believe the adjusted results presented provide relevant and useful information for investors because they clarify our actual operating performance, make it easier to compare our results with those of other companies and allow investors to review performance in the same way as our management. Since these measures are not calculated in accordance with IFRS, they should not be considered in isolation of, or as a substitute for, our reported results as indicators of our performance, and they may not be comparable to similarly named measures from other companies.

 

2

 

 

 

FORWARD LOOKING STATEMENTS

 

This news release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information, including, for greater certainty, statements regarding expanding our industry- leading footprint, rolling out a national brand, pending legislation, successful completion of our pending acquisitions and opening of new cannabis markets. 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: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; operating and development costs; competition; changes in legislation or regulations affecting Acreage; the timing and availability of external financing on acceptable terms; favorable production levels and outputs; the stability of pricing of cannabis products; the level of demand for cannabis product; the availability of third-party service providers and other inputs for Acreage’s operations; and lack of qualified, skilled labor or loss of key individuals. 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, such as Acreage’s listing statement filed on November 14, 2018, 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, or accepts responsibility for the adequacy or accuracy of, the content of this news release.

 

3

 

 

 

# # #

 

Investor Contact:

 

Steve West

Vice President, Investor Relations

Investors@acreageholdings.com

646-600-9181

Media Contacts:

 

Howard Schacter

Communications Director

h.schacter@acreageholdings.com

646-600-9181

 

4

(Back To Top)

Section 8: EX-99.7 (EXHIBIT 99.7)

 

Exhibit 99.7

 

FORM 7

 

MONTHLY PROGRESS REPORT

 

Name of Listed Issuer: Acreage Holdings, Inc. (the “Issuer”).

 

Trading Symbol: ACRG.U

 

Number of Outstanding Listed Securities: 37,150,853 Subordinate Voting Shares

 

Date: February 6, 2019

 

This Monthly Progress Report must be posted before the opening of trading on the fifth trading day of each month. This report is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by Exchange Policies. If material information became known and was reported during the preceding month to which this report relates, this report should refer to the material information, the news release date and the posting date on the Exchange website.

 

This report is intended to keep investors and the market informed of the Issuer’s ongoing business and management activities that occurred during the preceding month. Do not discuss goals or future plans unless they have crystallized to the point that they are "material information" as defined in the Policies. The discussion in this report must be factual, balanced and non-promotional.

 

General Instructions

 

(a)Prepare this Monthly Progress Report using the format set out below. The sequence of questions must not be altered nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State when the answer to any item is negative or not applicable to the Issuer. The title to each item must precede the answer.

 

(b)The term “Issuer” includes the Issuer and any of its subsidiaries.

 

(c)Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions.

 

Report on Business

 

1.Provide a general overview and discussion of the development of the Issuer’s business and operations over the previous month. Where the Issuer was inactive disclose this fact.

 

FORM 7 – MONTHLY PROGRESS REPORT

January 2015

Page 1


  

 

 

Acreage Holdings, Inc. (“Acreage” or the “Issuer”) is headquartered in New York City, New York, with a registered office at Suite 2800, Park Place, 666 Burrard Street, Vancouver, British Columbia, and is the largest vertically integrated, multi- state owner of cannabis licenses and assets in the U.S. with respect to number of states with operating licenses. With operating licenses in 19 states, serving a population of more than 172 million Americans, and an estimated 2022 total addressable market of approximately $14 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.

 

2.Provide a general overview and discussion of the activities of management.

 

·On January 4, 2019, Acreage announced that it closed the acquisition of Florida-based Nature’s Way Nursery of Miami, Inc., a holder of a vertically integrated license to operate as a medical marijuana treatment center in Florida.

 

·On January 7, 2019, Acreage announced that it qualified to trade on the OTCQX® Market under the ticker symbol ACRGF.

 

·On January 14, 2019, Acreage management discussed company overview and strategy at the 21st annual ICR Conference in Orlando, Florida.

 

·On January 15-16, 2019, Acreage management discussed company overview and strategy at the Benzinga Cannabis Capital Conference, in Miami, Florida.

 

3.Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil and gas or other reports required under Ontario securities law.

 

On January 17, 2019, Greenleaf Apothecaries, LLC and Acreage opened a medical marijuana branch of Acreage’s branded dispensary, “The Botanist”, in Canton, Ohio. Acreage maintains a Management Services Agreement with Greenleaf that delivers Acreage's operational expertise, product development capabilities, and “The Botanist” retail dispensary brand.

 

4.Describe and provide details of any products or services that were discontinued. For resource companies, provide details of any drilling, exploration or production programs that have been amended or abandoned.

 

N/A

 

5.Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether the relationship is with a Related Person of the Issuer and provide details of the relationship.

 

N/A

 

6.Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s affiliates or third parties or cancellation of any financing arrangements that have been previously announced.

 

N/A

 

FORM 7 – MONTHLY PROGRESS REPORT

January 2015

Page 2


  

 

 

7.Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from or the disposition was to a Related Person of the Issuer and provide details of the relationship.

 

·Except as noted above, N/A.

 

8.Describe the acquisition of new customers or loss of customers.

 

N/A

 

9.Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trade-marks.

 

N/A.

 

10.Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs.

 

The Issuer hired approximately 40 employees in January.

 

11.Report on any labour disputes and resolutions of those disputes if applicable.

 

N/A

 

12.Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the proceedings.

 

N/A.

 

13.Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness.

 

N/A

 

14.Provide details of any securities issued and options or warrants granted.

  

Security   Number Issued   Details of Issuance   Use of Proceeds(1)
Subordinate Voting Shares       N/A
Restricted Stock Units       N/A
Stock Options       N/A

 

(1)State aggregate proceeds and intended allocation of proceeds.

 

FORM 7 – MONTHLY PROGRESS REPORT

January 2015

Page 3


  

 

 

As disclosed in a Form 9 filed on January 17, 2019, High Street Capital Partners, LLC, a subsidiary of the Issuer (“HSCP”), issued 198,019 Common Units, which are convertible on a 1:1 basis into Subordinate Voting Shares of the Issuer in connection with the closing of HSCP’s acquisition of Nature’s Way Nursery of Miami, Inc.

 

15.Provide details of any loans to or by Related Persons.

 

N/A

 

16.Provide details of any changes in directors, officers or committee members.

 

N/A.

 

17.Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s market(s) or political/regulatory trends.

 

Trends and risks which may impact the Issuer are detailed in Section 17 – Risk Factors - in the Issuer’s Listing Statement dated November 14, 2018.

 

FORM 7 – MONTHLY PROGRESS REPORT

January 2015

Page 4


  

 

 

Certificate Of Compliance

 

The undersigned hereby certifies that:

 

1.The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance.

 

2.As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed.

 

3.The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CNSX Policy 1).

 

4.All of the information in this Form 7 Monthly Progress Report is true.

 

Dated February 6, 2019.  
   
  Glen S. Leibowitz
  Name of Director or Senior Officer
   
  /s/ Glen S. Leibowitz
  Signature
   
  Chief Financial Officer
  Official Capacity

 

Issuer Details

Name of Issuer

 

Acreage Holdings, Inc.

For Month End

January 2019

Date of Report
YY/MM/D
19/02/6
     

Issuer Address

366 Madison Avenue, 11th Floor

 
City/Province/Postal Code
New York, New York 10017

Issuer Fax No.

(212) 428-6770

Issuer Telephone No.

(646) 600-9181

     
Contact Name
Glen Leibowitz
Contact Position
CFO

Contact Telephone No.

(646) 600-9181

     
Contact Email Address
g.leibowitz@acreageholdings.com
Web Site Address
https://www.acreageholdings.com/about/

 

FORM 7 – MONTHLY PROGRESS REPORT

January 2015

Page 5


  

 

(Back To Top)

Section 9: EX-99.8 (EXHIBIT 99.8)

 

Exhibit 99.8

 

FORM 6

 

CERTIFICATE OF COMPLIANCE

 

TO:CANADIAN SECURITIES EXCHANGE (“CSE”)

 

Acreage Holdings, Inc. (the “Listed Issuer”) hereby certifies to CSE that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in Policy 1).

 

  Date: February 6, 2019
     
  Signed: /s/ Kevin Murphy
    (Signature)
     
    Kevin Murphy
    (Print Name)
     
    Chief Executive Officer
    (Print Office)

 

 
 
FORM 6 – CERTIFICATE OF COMPLIANCE
January 2015

 

   

(Back To Top)

Section 10: EX-99.9 (EXHIBIT 99.9)

 

Exhibit 99.9

 

FORM 6

 

CERTIFICATE OF COMPLIANCE

 

TO:CANADIAN SECURITIES EXCHANGE (“CSE”)

 

Acreage Holdings, Inc. (the “Listed Issuer”) hereby certifies to CSE that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in Policy 1).

 

  Date: February 20, 2019
     
  Signed: /s/ Kevin Murphy
    (Signature)
     
    Kevin Murphy
    (Print Name)
     
    Chief Executive Officer
    (Print Office)

 

 
 
FORM 6 – CERTIFICATE OF COMPLIANCE
January 2015

 

   

(Back To Top)

Section 11: EX-99.10 (EXHIBIT 99.10)

 

Exhibit 99.10

 

FORM 9

 

NOTICE OF PROPOSED ISSUANCE OF LISTED SECURITIES

(or securities convertible or exchangeable into listed securities)

 

Please complete the following:

 

Name of Listed Issuer: Acreage Holdings, Inc. (the “Issuer”)

 

Trading Symbol: ACRG.U

 

Date: February 20, 2019

 

Is this an updating or amending Notice: ¨ Yes x No

 

If yes provide date(s) of prior Notices: N/A.

 

Issued and Outstanding Securities of Issuer Prior to Issuance: 37,893,946 Subordinate Voting Shares, 1,039,345.35 Proportionate Voting Shares and 168,000 Multiple Voting Shares.

 

Date of News Release Announcing Private Placement: N/A

 

Closing Market Price on Day Preceding the Issuance of the News Release: N/A

 

1.       Private Placement (if shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition), proceed to Part 2 of this form)

 

 Full Name &

Residential

Address of

Placee

Number of

Securities

Purchased

or to be

Purchased

Purchase

price per

Security

(US$)

Conversion

Price (if

Applicable)

Prospectus

Exemption

No. of

Securities,

directly or

indirectly,

Owned,

Controlled or

Directed

Payment

Date (1)

Describe

relations

-hip to

Issuer (2)

               

 

(1)Indicate date each placee advanced or is expected to advance payment for securities. Provide details of expected payment date, conditions to release of funds etc. Indicate if the placement funds been placed in trust pending receipt of all necessary approvals.

 

(2)Indicate if Related Person.

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF

LISTED SECURITIES

January 2015

Page 1


   

 

  

1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.

 

1.Total amount of funds to be raised: ________________________________.

 

2.Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. _____________________.

 

3.Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: ____________________
    .

 

4.If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities.

 

5.Description of securities to be issued:

 

(a)Class   .

 

(b)Number   .

 

(c)Price per security    .

 

(d)Voting rights    

 

6.Provide the following information if Warrants, (options) or other convertible securities are to be issued:

 

(a)Number   .

 

(b)Number of securities eligible to be purchased on exercise of Warrants (or options) ________________________

    .

 

(c)Exercise price   .

 

(d)Expiry date    .

 

7.Provide the following information if debt securities are to be issued:

 

(a)Aggregate principal amount    .

 

(b)Maturity date   .

 

(c)Interest rate    .

 

(d)Conversion terms    .

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF

LISTED SECURITIES

January 2015

Page 2


   

 

 

(e)Default provisions    .

 

8.Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):

 

(a)Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): _____________________________________________________.

 

(b)Cash   .

 

(c)Securities   .

 

(d)Other   .

 

(e)Expiry date of any options, warrants etc.   .

 

(f)Exercise price of any options, warrants etc.   .

 

9.State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship ___________________

 

    .

 

10.Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.).

 

    .

 

11.State whether the private placement will result in a change of control.

 

    .

 

12.Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. ________________________________________________________________
     
    .

 

13.Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF

LISTED SECURITIES

January 2015

Page 3


   

 

 

2.Acquisition

 

1.Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material:

 

On July 2, 2018, High Street Capital Partners, LLC (“HSCP”), a subsidiary of the Issuer, entered into a membership interest purchase and contribution agreement (the “Purchase Agreement”) with OHMM, LLC (“OHMM”) pursuant to which HSCP acquired the right to acquire Greenleaf Gardens, LLC (“GLG”) and the right to provide management services to GLG. Upon the closing of the transaction, HSCP will acquire all of the outstanding interests in GLG.

 

2.Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material:

 

Pursuant to the terms of the Purchase Agreement, the right to acquire the outstanding interests in GLG and to provide management services to GLG was contingent upon GLG’s receipt of a cultivation license and the satisfaction of a required regulatory holding period. On December 20, 2018, GLG was awarded a license to operate a cannabis cultivation facility in Ohio. On January 24, 2019, in connection with the award, HSCP and GLG entered into a management services agreement and HSCP acquired the outstanding interests in GLG for the consideration described below.

 

3.Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments:

 

(a)Total aggregate consideration in Canadian dollars: $6,584,500 (assuming a U.S. to Canadian dollar exchange rate of 1:1.3169, the closing rate published by the Bank of Canada on February 20, 2019).

 

(b)Cash: $3,622,133.45 (assuming a U.S. to Canadian dollar exchange rate of 1:1.3169, the closing rate published by the Bank of Canada on February 20, 2019).

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF

LISTED SECURITIES

January 2015

Page 4


   

 

 

(c)Securities (including options, warrants etc.) and dollar value: 268,548 Subordinate Voting Shares at a deemed price of $8.16 per Subordinate Voting Share (assuming a U.S. to Canadian dollar exchange rate of 1:1.3169, the closing rate published by the Bank of Canada on February 20, 2019). The number of Subordinate Voting Shares was fixed on the date the Purchase Agreement was signed.

 

(d)Other: Unsecured promissory note in principal amount of $769,728.05 (assuming a U.S. to Canadian dollar exchange rate of 1:1.3169, the closing rate published by the Bank of Canada on February 20, 2019), which comes due and payable upon the transfer of the interests in GLG to HSCP. Interest under the note accrues at 10% per annum.

 

(e)Expiry date of options, warrants, etc. if any:   .

 

(f)Exercise price of options, warrants, etc. if any:    .

 

(g)Work commitments:    .

 

4.State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board, third party valuation etc).

 

Arm’s length negotiations between the parties.

 

5.Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: N/A.

 

6.The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows:

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF

LISTED SECURITIES

January 2015

Page 5


   

 

 

Name of
Party (If not
an individual,

name all

insiders of
the Party)

Number
and Type of

Securities
to be
Issued

Dollar

value per

Security

(CDN$)

Conversion

price (if

applicable)

Prospectus

Exemption

No. of

Securities,

directly or

indirectly,

Owned,

Controlled or

Directed by

Party

Describe

relationship

to Issuer (1)

Name and 268,548 $8.16 (the N/A s. 2.11, NI None Arm’s length
address Subordinate number of   45-106    
contains Voting securities        
personal Shares issued was        
information –   determined        
details will be   on the date        
provided to   the parties        
the CSE upon   entered into        
request   the        
    Purchase        
    Agreement)        

 

(1) Indicate if Related Person

 

7.Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired:

 

Customary representations and warranties of title under the Purchase Agreement and management due diligence.

 

8.Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.): N/A

 

(a)Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer):
    .

 

(b)Cash   .

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF

LISTED SECURITIES

January 2015

Page 6


   

 

 

(c)Securities    .

 

(d)Other    .

 

(e)Expiry date of any options, warrants etc.   

 

(f)Exercise price of any options, warrants etc.    .

 

9.State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A

 

10.If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N/A.

 

Certificate Of Compliance

 

The undersigned hereby certifies that:

 

1.The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.

 

2.As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.

 

3.The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1).

 

4.All of the information in this Form 9 Notice of Issuance of Securities is true.

 

Dated February 20, 2019.  
   
  Glen Leibowitz
  Name of Director or Senior Officer
   
  /s/ Glen Leibowitz
  Signature
   
  Chief Financial Officer
  Official Capacity

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF

LISTED SECURITIES

January 2015

Page 7


   

(Back To Top)

Section 12: EX-99.11 (EXHIBIT 99.11)

 

Exhibit 99.11

 

FORM 9

 

NOTICE OF PROPOSED ISSUANCE OF LISTED SECURITIES

(or securities convertible or exchangeable into listed securities)

 

Please complete the following:

 

Name of Listed Issuer: Acreage Holdings, Inc. (the “Issuer”)

 

Trading Symbol: ACRG.U

 

Date: February 20, 2019

 

Is this an updating or amending Notice: ¨ Yes x No

 

If yes provide date(s) of prior Notices: N/A.

 

Issued and Outstanding Securities of Issuer Prior to Issuance: 37,893,946 Subordinate Voting Shares, 1,039,345.35 Proportionate Voting Shares and 168,000 Multiple Voting Shares.

 

Date of News Release Announcing Private Placement: N/A

 

Closing Market Price on Day Preceding the Issuance of the News Release: N/A

 

1.       Private Placement (if shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition), proceed to Part 2 of this form)

 

Full Name &

Residential

Address of

Placee

Number of

Securities

Purchased

or to be

Purchased

Purchase

price per

Security

(US$)

Conversion

Price (if

Applicable)

Prospectus

Exemption

No. of

Securities,

directly or

indirectly,

Owned,

Controlled or

Directed

Payment

Date(1)

Describe

relations

-hip to

Issuer (2)

               

 

(1)Indicate date each placee advanced or is expected to advance payment for securities. Provide details of expected payment date, conditions to release of funds etc. Indicate if the placement funds been placed in trust pending receipt of all necessary approvals.

 

(2)Indicate if Related Person.

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
January 2015
Page 1
 

 

  

1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.

 

1.Total amount of funds to be raised: ________________________________.

 

2.Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. _____________________.

 

3.Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: ____________________

________________________________________________________________________________________.

 

4.If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities.

 

5.Description of securities to be issued:

 

(a)Class   .

 

(b)Number   .

 

(c)Price per security    .

 

(d)Voting rights    

 

6.Provide the following information if Warrants, (options) or other convertible securities are to be issued:

 

(a)Number   .

 

(b)Number of securities eligible to be purchased on exercise of Warrants (or options)  
      .

 

(c)Exercise price   .

 

(d)Expiry date   .

 

7.Provide the following information if debt securities are to be issued:

 

(a)Aggregate principal amount   .

 

(b)Maturity date   .

 

(c)Interest rate   .

 

(d)Conversion terms   .

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
January 2015
Page 2
 

 

 

(e)Default provisions    .

 

8.Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):

 

(a)Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): __________________________________________________________________________________________________.

 

(b)Cash   .

 

(c)Securities   .

 

(d)Other   .

 

(e)Expiry date of any options, warrants etc.   .

 

(f)Exercise price of any options, warrants etc.   .

 

9.State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship ____________________________

 

    .

 

10.Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.).

 

    .

 

11.State whether the private placement will result in a change of control.

 

    .

 

12.Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. ______________________________________________
     
    .

 

13.Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102.

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
January 2015
Page 3
 

 

 

2.Acquisition

 

1.Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material:

 

In October 2018, High Street Capital Partners, LLC (“HSCP”), a subsidiary of the Issuer, held a 30.3% interest in NCC LLC (“NCC”) and entered into a membership interest purchase and contribution agreement (the “Purchase Agreement”) with the individual investors in NCC pursuant to which HSCP acquired the right to acquire the remaining interests in NCC. Upon the closing of the transaction, HSCP will acquire all of the outstanding interests in NCC.

 

2.Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material:

 

Pursuant to the terms of the Purchase Agreement, the right to acquire the remaining interests in NCC is contingent upon NCC obtaining regulatory approval from the State of Illinois. On January 7, 2019, NCC received regulatory approval from the State of Illinois to consummate the sale of NCC interests. On February 19, 2019 the board of directors of the Issuer approved the transaction and the acquisition of the remaining NCC interests was consummated.

 

3.Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments:

 

(a)

Total aggregate consideration in Canadian dollars: $1,723,838.17 (assuming a U.S. to Canadian dollar exchange rate of 1:1.3169, the closing rate published by the Bank of Canada on February 20, 2019).

 

(b)Cash: N/A.

 

(c)Securities (including options, warrants etc.) and dollar value: 211,131 Subordinate Voting Shares at a deemed price of $8.16 per Subordinate Voting Share (assuming a U.S. to Canadian dollar exchange rate of 1:1.3169, the closing rate published by the Bank of Canada on February 20, 2019). The number of securities to be issued was determined when HSCP and the holders of the remaining NCC interests entered into the Purchase Agreement in October 2018.

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
January 2015
Page 4
 

 

 

(d)Other: None

 

(e)Expiry date of options, warrants, etc. if any:   .

 

(f)Exercise price of options, warrants, etc. if any:    .

 

(g)Work commitments:    .

 

4.State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board, third party valuation etc).

 

Arm’s length negotiations between the parties.

 

5.Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: N/A.

 

6.The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows:

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
January 2015
Page 5
 

 

 

Name of
Party (If not
an individual,

name all

insiders of
the Party)

Number

and Type of

Securities

to be

Issued

Dollar

value per

Security

(CDN$)

Conversion

price (if

applicable)

Prospectus

Exemption

No. of

Securities,

directly or

indirectly,

Owned,

Controlled or

Directed by

Party

Describe

relationship

to Issuer (1)

Name and 211,131 $8.16 (the N/A s. 2.11, NI None Arm’s length
address Subordinate number of   45-106    
contains Voting securities        
personal Shares issued was        
information –   determined        
details will be   on the date        
provided to   the parties        
the CSE upon   entered into        
request   the        
    Purchase        
    Agreement)        

 

(1) Indicate if Related Person

 

7.Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired:

 

Customary representations and warranties of title under the Purchase Agreement and management due diligence.

 

8.Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.): N/A

 

(a)Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer):
    .

 

(b)Cash   .

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
January 2015
Page 6
 

 

 

(c)Securities    .

 

(d)Other    .

 

(e)Expiry date of any options, warrants etc.   

 

(f)Exercise price of any options, warrants etc.    .

 

9.State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A

 

10.If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N/A.

 

Certificate Of Compliance

 

The undersigned hereby certifies that:

 

1.The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.

 

2.As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.

 

3.The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1).

 

4.All of the information in this Form 9 Notice of Issuance of Securities is true.

 

Dated February 20, 2019.  
   
  Glen Leibowitz
  Name of Director or Senior Officer
   
  /s/ Glen Leibowitz
  Signature
   
  Chief Financial Officer
  Official Capacity

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
January 2015
Page 7
 

(Back To Top)

Section 13: EX-99.12 (EXHIBIT 99.12)

 

Exhibit 99.12

 

FORM 7

 

MONTHLY PROGRESS REPORT

 

Name of Listed Issuer: Acreage Holdings, Inc. (the “Issuer”).

 

Trading Symbol: ACRG.U

 

Number of Outstanding Listed Securities: 41,248,419 Subordinate Voting Shares

 

Date: March 6, 2019

 

This Monthly Progress Report must be posted before the opening of trading on the fifth trading day of each month. This report is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by Exchange Policies. If material information became known and was reported during the preceding month to which this report relates, this report should refer to the material information, the news release date and the posting date on the Exchange website.

 

This report is intended to keep investors and the market informed of the Issuer’s ongoing business and management activities that occurred during the preceding month. Do not discuss goals or future plans unless they have crystallized to the point that they are "material information" as defined in the Policies. The discussion in this report must be factual, balanced and non-promotional.

 

General Instructions

 

(a)Prepare this Monthly Progress Report using the format set out below. The sequence of questions must not be altered nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State when the answer to any item is negative or not applicable to the Issuer. The title to each item must precede the answer.

 

(b)The term “Issuer” includes the Issuer and any of its subsidiaries.

 

(c)Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions.

 

Report on Business

 

1.Provide a general overview and discussion of the development of the Issuer’s business and operations over the previous month. Where the Issuer was inactive disclose this fact.

 

Acreage Holdings, Inc. (“Acreage” or the “Issuer”) is headquartered in New York City, New York, with a registered office at Suite 2800, Park Place, 666 Burrard Street, Vancouver, British Columbia, and is the largest vertically integrated, multi- state owner of cannabis licenses and assets in the U.S. with respect to number of states with operating licenses. With operating licenses in 19 states, serving a population of more than 172 million Americans, and an estimated 2022 total addressable market of approximately $14 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.

 

 

 

FORM 7 – MONTHLY PROGRESS REPORT

January 2015

Page 1

 

  

 

 

2.Provide a general overview and discussion of the activities of management.

 

·On February 1, 2019, Acreage announced that it received approval for Depository Trade Clearance (“DTC”) settlement services. DTC provides efficient electronic clearance of trades and is used by virtually every institutional and retail brokerage in the United States.

 

·On February 8, 2019, Acreage announced that its subordinate voting shares have been listed on the open market of the Frankfurt Stock Exchange under the symbol "0VZ".

 

3.Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil and gas or other reports required under Ontario securities law.

 

On February 28, 2019, Acreage opened a medical marijuana branch of it’s The Botanist-branded dispensary in Queens, New York.

 

Also on February 28, 2019, Greenleaf Apothecaries, LLC (“Greenleaf”) and Acreage opened a medical marijuana branch of Acreage’s branded dispensary, “The Botanist”, in Wickliffe, Ohio. Acreage maintains a Management Services Agreement with Greenleaf that delivers Acreage's operational expertise, product development capabilities, and “The Botanist” retail dispensary brand.

 

4.Describe and provide details of any products or services that were discontinued. For resource companies, provide details of any drilling, exploration or production programs that have been amended or abandoned.

 

N/A

 

5.Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether the relationship is with a Related Person of the Issuer and provide details of the relationship.

 

N/A

 

6.Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s affiliates or third parties or cancellation of any financing arrangements that have been previously announced.

 

N/A

 

 

 

FORM 7 – MONTHLY PROGRESS REPORT

January 2015

Page 2

 

  

 

  

7.Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from or the disposition was to a Related Person of the Issuer and provide details of the relationship.

 

·Except as noted above, N/A.

 

8.Describe the acquisition of new customers or loss of customers.

 

N/A

 

9.Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trade-marks.

 

N/A.

 

10.Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs.

 

The Issuer hired approximately 37 employees in February.

 

11.Report on any labour disputes and resolutions of those disputes if applicable.

 

N/A

 

12.Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the proceedings.

 

N/A.

 

13.Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness.

 

N/A

 

14.Provide details of any securities issued and options or warrants granted.

 

 

Security   Number Issued   Details of Issuance   Use of Proceeds(1)
Subordinate Voting Shares   268,548  

Details of issuance are described in the Issuer’s Form 9 filed on February 20, 2019

  N/A
Subordinate Voting Shares   211,131  

Details of issuance are described in the Issuer’s Form 9 filed on February 20, 2019

  N/A
Subordinate Voting Shares (2)   95,577   February 7, 2019   N/A

 

 

 

FORM 7 – MONTHLY PROGRESS REPORT

January 2015

Page 3

 

  

 

 

(1)State aggregate proceeds and intended allocation of proceeds.

 

(2)In February 2019, the Issuer issued 95,577 Subordinate Voting Shares to holders of Acreage Holdings WC, Inc. Class B Non-Voting Common Shares who submitted redemption requests to the Issuer. The redemption process is disclosed in the Issuer’s listing statement filed on November 14, 2018.

 

15.Provide details of any loans to or by Related Persons.

 

N/A

 

16.Provide details of any changes in directors, officers or committee members.

 

N/A.

 

17.Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s market(s) or political/regulatory trends.

 

Trends and risks which may impact the Issuer are detailed in Section 17 – Risk Factors - in the Issuer’s Listing Statement dated November 14, 2018.

 

 

  

FORM 7 – MONTHLY PROGRESS REPORT

January 2015

Page 4

 

  

 

 

Certificate Of Compliance

 

The undersigned hereby certifies that:

 

1.The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance.

 

2.As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed.

 

3.The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CNSX Policy 1).

 

4.All of the information in this Form 7 Monthly Progress Report is true.

 

Dated March 6, 2019.  
   
  Glen S. Leibowitz
  Name of Director or Senior Officer
   
  /s/ Glen S. Leibowitz
  Signature

 

Issuer Details

Name of Issuer

 

Acreage Holdings, Inc.

 

For Month

End

February 2019

 

Date of Report

YY/MM/D

19/03/6

         

Issuer Address

366 Madison Avenue, 11th Floor

 
City/Province/Postal Code
New York, New York 10017
 

Issuer Fax No. (212) 428-6770

  Issuer Telephone No.
(646) 600-9181
         
Contact Name
Glen Leibowitz
  Contact Position CFO   Contact Telephone No.
(646) 600-9181
         
Contact Email Address
g.leibowitz@acreageholdings.com
  Web Site Address
https://www.acreageholdings.com/about/

 

 

 

FORM 7 – MONTHLY PROGRESS REPORT

January 2015

Page 5

 

  

 

 

(Back To Top)

Section 14: EX-99.13 (EXHIBIT 99.13)

 

Exhibit 99.13

 

FORM 6

 

CERTIFICATE OF COMPLIANCE

 

TO:     CANADIAN SECURITIES EXCHANGE (“CSE”) 

 

Acreage Holdings, Inc. (the “Listed Issuer”) hereby certifies to CSE that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in Policy 1). 

 

  Date: March 6, 2019
     
  Signed: /s/ Kevin Murphy
    (Signature)
     
    Kevin Murphy
    (Print Name)
     
    Chief Executive Officer
    (Print Office)

 

 

 

FORM 6 – CERTIFICATE OF COMPLIANCE

January 2015
 

 

 

(Back To Top)

Section 15: EX-99.14 (EXHIBIT 99.14)

 

Exhibit 99.14

 

FORM 9

 

NOTICE OF PROPOSED ISSUANCE OF LISTED SECURITIES

(or securities convertible or exchangeable into listed securities)

 

Please complete the following:

 

Name of Listed Issuer: Acreage Holdings, Inc. (the “Issuer”)

 

Trading Symbol: ACRG.U

 

Date: March 26, 2019

 

Is this an updating or amending Notice:    ¨ Yes x No

 

If yes provide date(s) of prior Notices: N/A.

 

Issued and Outstanding Securities of Issuer Prior to Issuance: 44,068,383 Subordinate Voting Shares, 911,028.775 Proportionate Voting Shares and 168,000 Multiple Voting Shares.

 

Date of News Release Announcing Private Placement: N/A

 

Closing Market Price on Day Preceding the Issuance of the News Release: N/A

 

1.       Private Placement (if shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition), proceed to Part 2 of this form)

 

Full Name &
Residential
Address of
Placee
Number of Securities
Purchased
or to be
Purchased
Purchase
price per
Security
(US$)
Conversion
Price (if
Applicable)
Prospectus
Exemption
No. of
Securities,
directly or
indirectly,
Owned,
Controlled or
Directed
Payment Date(1) Describe
relations
-hip to Issuer (2)
               

 

(1)Indicate date each placee advanced or is expected to advance payment for securities. Provide details of expected payment date, conditions to release of funds etc. Indicate if the placement funds been placed in trust pending receipt of all necessary approvals.

 

(2)Indicate if Related Person.

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES

January 2015

Page 1

 

1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.

 

1.Total amount of funds to be raised: _____________________________.

 

2.Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. _____________________.

 

3.Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: __________________________________________________________________________________ __________________________________________________________________________________  .

 

4.If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities.

 

5.Description of securities to be issued:

 

(a)Class ____________________________________________________________________________________.

 

(b)Number __________________________________________________________________________________.

 

(c)Price per security ___________________________________________________________________________.

 

(d)Voting rights ______________________________________________________________________________

 

6.Provide the following information if Warrants, (options) or other convertible securities are to be issued:

 

(a)Number __________________________________________________________________________________.

 

(b)Number of securities eligible to be purchased on exercise of Warrants (or options) ______________________
   
   _________________________________________________________________________________________.

 

(c)Exercise price ______________________________________________________________________________.

 

(d)Expiry date _______________________________________________________________________________.

 

7.Provide the following information if debt securities are to be issued:

 

(a)Aggregate principal amount ____________________________________________________________________.

 

(b)Maturity date ________________________________________________________________________________ .

 

(c)Interest rate __________________________________________________________________________________ .

 

(d)Conversion terms ______________________________________________________________________________.

 

(e)Default provisions _____________________________________________________________________________ .

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES

January 2015

Page 2

 

8.Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):

 

(a)Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): _________________________________.

 

(b)Cash ____________________________________________________________________________________.

 

(c)Securities _________________________________________________________________________________.

 

(d)Other ____________________________________________________________________________________.

 

(e)Expiry date of any options, warrants etc. _________________________________________________________.

 

(f)Exercise price of any options, warrants etc. _______________________________________________________.

 

9.State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship__________________________

 

___________________________________________________________________________________________________________.

 

10.Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.).

 

___________________________________________________________________________________________________________.

 

11.State whether the private placement will result in a change of control.

 

___________________________________________________________________________________________________________.

 

12.Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. _________________________________________________________________________

___________________________________________________________________________________________________________

__________________________________________________________________________________________________________.

  

13.Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102.

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES

January 2015

Page 3

 

2.Acquisition

 

1.Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material:

 

On September 14, 2018, Acreage Massachusetts LLC (“AM”), a subsidiary of the Issuer, entered into a Purchase and Sale Agreement (the “PSA”) with Brian K. Holdgate (“Holdgate”) pursuant to which AM acquired two parcels of property located at 40 Old South Road and 4 Forest Avenue, each of which located in Nantucket, Massachusetts (the “Properties”). Pursuant to the terms of the PSA, the consideration payable to Holdgate in exchange for the Properties was $3,000,000 in cash and $300,000 in public company shares following a going public transaction of the Issuer valued at the price of the public security upon the going public transaction.

 

2.Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material:

 

See item 1 above.

 

3.Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments:

 

(a)Total aggregate consideration in Canadian dollars: $4,300,890 (assuming a U.S. to Canadian dollar exchange rate of 1:1.3033, the closing rate published by the Bank of Canada on September 14, 2018).

 

(b)Cash: $3,909,900 (assuming a U.S. to Canadian dollar exchange rate of 1: 1.3033, the closing rate published by the Bank of Canada on September 14, 2018).

 

(c)Securities (including options, warrants etc.) and dollar value: 12,000 Subordinate Voting Shares at a deemed price of $32.58 per Subordinate Voting Share (assuming a U.S. to Canadian dollar exchange rate of 1: 1.3033, the closing rate published by the Bank of Canada on September 14, 2018).

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES

January 2015

Page 4

 

(d)Other: N/A.

 

(e)Expiry date of options, warrants, etc. if any: ____________________.

 

(f)Exercise price of options, warrants, etc. if any: __________________.

 

(g)Work commitments: ______________________________________.

 

4.State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board, third party valuation etc).

 

Arm’s length negotiations between the parties.

 

5.Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: N/A.

 

6.The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows:

 

Name of
Party (If not
an individual,
name all
insiders of
the Party)

Number
and Type of
Securities
to be
Issued

Dollar
value per
Security
(CDN$)

Conversion
price (if
applicable)

 Prospectus
Exemption

No. of
Securities,
directly or
indirectly,
Owned,
Controlled or
Directed by

Party

Describe
relationship
to Issuer (1)

Name and address contains personal information – details will be provided to the CSE upon request

12,000

Subordinate Voting Shares

$32.58, the price of a Subordinate Voting Share on November 14, 2018 N/A

s. 2.12, NI

45-106

None Arm’s length

 

(1) Indicate if Related Person

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES

January 2015

Page 5

 

7.Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired:

 

Customary representations and warranties of title under the PSA and management due diligence.

 

8.Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.): N/A

 

(a)Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer):_______________________________________________________

 

_____________________________________________________________________________.

 

(b)Cash_________________________________________________________________________.

 

(c)Securities____________________________________________________________________.

 

(d)Other _______________________________________________________________________.

 

(e)Expiry date of any options, warrants etc. __________________________________________

 

(f)Exercise price of any options, warrants etc. ________________________________________.

 

9.State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A

 

10.If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N/A.

 

Certificate Of Compliance

 

The undersigned hereby certifies that:

 

1.The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.

 

2.As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES

January 2015

Page 6

 

3.The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1).

 

4.All of the information in this Form 9 Notice of Issuance of Securities is true.

 

Dated March 26, 2019.

 

  Glen Leibowitz
  Name of Director or Senior Officer
   
  /s/ Glen Leibowitz
  Signature
   
  Chief Financial Officer
  Official Capacity

 

FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES

January 2015

Page 7

 

(Back To Top)

Section 16: EX-99.15 (EXHIBIT 99.15)

 

Exhibit 99.15

 

FORM 6

 

CERTIFICATE OF COMPLIANCE

 

TO:CANADIAN SECURITIES EXCHANGE (“CSE”)

 

Acreage Holdings, Inc. (the “Listed Issuer”) hereby certifies to CSE that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in Policy 1).

 

  Date: March 26, 2019
     
  Signed:  /s/ Kevin Murphy
    (Signature)
     
    Kevin Murphy
   

(Print Name)

     
    Chief Executive Officer
    (Print Office)

 

 

 

FORM 6 – CERTIFICATE OF COMPLIANCE

January 2015

 

 

 

(Back To Top)