Acreage Holdings Shareholders Overwhelmingly Approve Arrangement Involving Canopy Growth and Omnibus Incentive Plan Amendment

NEW YORK, June 19, 2019 (GLOBE NEWSWIRE) — PRESS RELEASE — Acreage Holdings, Inc. has announced that, at the special meeting of Acreage shareholders held on June 19, 2019, the shareholders overwhelmingly voted in favour of a special resolution authorizing and approving the proposed arrangement involving Canopy Growth Corporation, announced by Acreage on April 18, 2019 and an ordinary resolution to approve amendments to Acreage’s omnibus incentive plan.

The Arrangement Resolution required approval by at least 66? percent of the votes cast, in person or by proxy, at the Special Meeting by the holders of Acreage’s class A subordinate voting shares, Class B proportionate voting shares and Class C multiple voting shares‎, voting together as a ‎single class.

Additionally, pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in ‎Special Transactions (“MI 61-101”), the Arrangement Resolution required approval by at least a majority of votes cast, in person or by proxy, at the Special Meeting by the holders of Subordinate Voting Shares and Proportionate Voting Shares, voting together as a single class, and excluding the Acreage Shares held by all “Interested Parties” for purposes of MI 61-101, as described in Acreage’s management information circular mailed to shareholders in connection with the special meeting.‎

Holders of Acreage shares carrying an aggregate of 561,895,012 votes, representing approximately 95.05 percent of votes entitled to be cast at the special meeting, were represented in person or by proxy at the special meeting. At the special meeting, Acreage shares representing 95.02 percent of the votes eligible to be cast were voted on the Arrangement Resolution, with 99.74 percent such votes being cast in favor of the Arrangement Resolution, including 97.21 percent of the votes cast in favor pursuant to the Minority Approval.

In addition, 95.02 percent of the votes eligible to be cast were voted on the Omnibus Incentive Plan Resolution, with 99.67 percent of such votes being cast in favor of the Omnibus Incentive Plan Resolution.

“I could not be more pleased with the overwhelming support displayed by our Shareholders,” said Kevin Murphy, founder and chief executive officer of Acreage.  “This is a clear referendum by our shareholders on the enormous benefits of the arrangement with Canopy Growth, and I would like to thank all shareholders for their continued support.”

Acreage expects that the hearing date for the application for the final order of the Supreme Court of British Columbia ‎will take place on or about June 21, 2019, in Vancouver, British Columbia. Following the satisfaction or waiver of all conditions to closing, including the receipt of the final order, Acreage will implement the arrangement as contemplated in the circular. Acreage anticipates making a further announcement regarding the anticipated date for the implementation of the Arrangement and confirming the record date for fixing the holders of Acreage shares (and certain other eligible securities as described in the Circular) eligible to receive their proportion of the US$300,000,000 option payment to be made by Canopy ‎Growth.