[PRESS RELEASE] – NEW YORK, Jan. 14, 2025 – Ascend Wellness Holdings Inc., a multistate, vertically integrated cannabis operator, is pleased to announce it has closed its previously announced private placement of $15 million of its 12.75% senior secured notes due 2029 (the “notes”).

The notes form part of the same series of the $235 million aggregate principal amount of the company’s 12.75% senior secured notes due 2029 issued on July 16, 2024. The notes were issued at a price of 97% of face value (the “offering”). The notes were issued pursuant to and governed by a trust indenture entered into as of July 16, 2024, as amended and supplemented by a first supplemental indenture dated as of Jan. 13, 2025. The company intends to use the net proceeds of the notes for general corporate purposes, including to fund growth initiatives.

Seaport Global Securities LLC (the “agent”) acted as lead financial adviser and sole placement agent for the notes.

The notes are senior secured obligations of the company and bear interest at a rate of 12.75% per annum, payable semi-annually in arrears until their maturity date unless earlier redeemed or repurchased in accordance with their terms.

The notes mature on July 16, 2029. At any time and from time to time, the company may redeem all or a part of the notes at certain specified redemption prices, including until July 15, 2026, at par. The notes are irrevocably and unconditionally guaranteed, jointly and severally, on a senior secured basis, by certain of the company’s subsidiaries (the “guarantees”). The notes and the guarantees are secured, on a first lien basis, by substantially all assets of the company and certain of its subsidiaries, subject to certain carveouts.

The notes were offered on a private placement basis in certain provinces and territories of Canada pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws. The notes were also sold in the United States to or for the account or benefit of “U.S. persons” (as defined in the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), on a private placement basis to “qualified institutional buyers” and “accredited investors” pursuant to an exemption from the registration requirements of the U.S. Securities Act, and in such jurisdictions outside of Canada and the United States as was agreed upon by the agent and the company, in each case in accordance with applicable laws. The notes are subject to a customary four-month hold period under Canadian securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the company in any jurisdiction in which such offer, solicitation or sale would be unlawful.