Not for dissemination or distribution in the United States or through U.S. newswire services.NEW YORK, Feb. 10, 2020 (GLOBE NEWSWIRE) — Acreage Holdings, Inc. (“Acreage” or “Company”) (CSE: ACRG.U) (OTCQX: ACRGF) (FSE: 0VZ), one of the largest vertically integrated cannabis operators in the United States, today announced it has closed its previously announced private placement of special warrants (the “Private Placement”) for gross proceeds of US$30,000,000.The special warrants (“Special Warrants”) were issued at a price of US$4.93 (the “Issue Price”) per Special Warrant. The Special Warrants shall be automatically exercised (without payment of any further consideration) into units of the Company (the “Units”) on the earliest to occur of: (i) the date that is three business days following the date on which the Company files a prospectus supplement (the “Qualification Prospectus Supplement”) to the Company’s base shelf prospectus dated August 8, 2019 (the “Base Shelf Prospectus”) with the applicable securities regulatory authorities in the Province of Ontario and each of the jurisdictions in Canada in which the Special Warrants are sold (collectively, the “Securities Commissions”) qualifying the distribution of the Units issuable upon exercise of the Special Warrants and files a prospectus supplement to the shelf registration statement on Form F-10 (file no. 333-232313) with the United States Securities and Exchange Commission (together with the Qualification Prospectus Supplement, the “Qualification Prospectus”), and (ii) the date that is four months and one day after the Closing Date (as hereinafter defined) (the “Automatic Conversion Date”), subject to adjustment in certain events.Each Unit will consist of one Class A subordinate voting share of Acreage (“Subordinate Voting Share”) and one Subordinate Voting Share purchase warrant of the Company (a “Warrant”). Each Warrant will be exercisable to acquire one Subordinate Voting Share (a “Warrant Share”) for a period of five years following February 10, 2020 at an exercise price of US$5.80 per Warrant Share, subject to adjustment in certain events. The lead subscriber was granted the option to purchase, at the Issue Price per Special Warrant, up to US$20,000,000 of additional Special Warrants or, if the Qualification Prospectus has been filed prior to the time of exercise, Units, exercisable at the lead subscriber’s option at any time up until 8:00 a.m. (Eastern time) on March 16, 2020. The Qualification Prospectus shall also qualify the distribution of the Units issuable upon exercise of such additional Special Warrants (if the option is exercised prior to filing the Qualification Prospectus) or issuable upon exercise of the option (if the option has not been exercised prior to the filing of the Qualification Prospectus).The net proceeds from the Private Placement will be used for working capital and general corporate purposes.Canaccord Genuity Corp. acted as bookrunner and lead agent.The Special Warrants issued pursuant to the Private Placement are subject to statutory and resale restrictions following February 10, 2020 (the “Closing Date”) subject to the earlier clearing of the Qualification Prospectus qualifying the distribution of the Units issuable upon exercise of the Special Warrants.This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The Special Warrants being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state of the United States in which such offer, solicitation or sale would be unlawful.ABOUT ACREAGE
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