Acreage Holdings Inc.
04/30/2024 | Press release | Distributed by Public on 04/30/2024 04:07
Material Agreement - Form 8-K
ITEM 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in Acreage Holdings, Inc.'s ("Acreage" or the "Company") Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on October 31, 2022, Acreage entered into an arrangement agreement (the "Floating Share Arrangement Agreement") with Canopy Growth Corporation ("Canopy") and Canopy USA, LLC ("Canopy USA") and pursuant to the terms and conditions of the Floating Share Arrangement Agreement, Canopy USA will acquire all of the issued and outstanding Floating Shares as described in further detail in Acreage's definitive proxy statement and management information circular dated February 14, 2023 (the "Circular") filed with the SEC.
On April 25, 2024, Acreage, Canopy and Canopy USA entered into a seventh amendment to the Floating Share Arrangement Agreement (the "Amendment"). Pursuant to the terms of the Amendment, Acreage, Canopy and Canopy USA agreed to amend the Exercise Outside Date from April 30, 2024 to May 9, 2024 and to amend section 4.7(3) of the Floating Share Arrangement extending Canopy's obligation to exercise the Canopy Call Option from 5 Business Days to 15 Business Days following the exchange of all Canopy Shares held by CBG and Greenstar into Exchangeable Canopy Shares. The completion of the Floating Share Arrangement is subject to satisfaction or, if permitted, waiver of certain closing conditions. Capitalized terms not defined herein shall, unless otherwise indicated herein, have the meanings ascribed to such terms in the Circular.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K ("Current Report").