Medmen Enterprises Inc OTCMKTS: MMNFF Received US$250 Million Investment From Gotham Green Partners

(COLIN CORNEAU/WINNIPEG FREE PRESS) Jon Bent is shown with some of his cannabis crop at his farm in rural Manitoba, Thursday October 26, 2017. FOR SOL ISRAEL STORY. LEAF CANNABIS NEWS SITE

Medmen Enterprises Inc OTCMKTS: MMNFF is a cannabis retailer with operations across the U.S. and flagship stores in Los Angeles, Las Vegas and New York. MedMen’s mission is to provide an unparalleled experience that invites the world to discover the remarkable benefits of cannabis because a world where cannabis is legal and regulated is a safer, healthier and happier world.

Medmen Enterprises Inc OTCMKTS: MMNFF on April 25, 2019 announce the opening of its Sorrento Valley store in San Diego, California. This is the second MedMen location in the San Diego area and the Company’s 11th operational MedMen location in California.

With a population of 1.4 million people, San Diego is the second largest city in California and ranks as one of the world’s most visited tourist destinations, with an average of 36 million visitors annually1. Sorrento Valley is known as a center for high-tech, biotech and scientific research and the MedMen store is in close proximity to the University of California, San Diego campus, as well as the headquarters for several prominent companies. The dispensary is strategically located to serve the neighborhoods of Torrey Pines, La Jolla, Del Mar, Rancho Santa Fe, Mira Mesa and Solana Beach.

Medmen Enterprises Inc OTCMKTS: MMNFF on April 23, 2019 announce that, further to its press release dated March 22, 2019, it has entered into definitive agreements in respect of a US$250,000,000 secured convertible credit facility (the “Facility”) with Gotham Green Partners, an investor in the global cannabis industry.

“We are excited to close our investment into MedMen. The company has firmly established itself as the leading cannabis retailer in the United States with an unparalleled physical and brand footprint across the country,” said Jason Adler, managing member of Gotham Green Partners. “We look forward to working closely with management to accelerate growth and drive margin improvement across the organization.”

The Facility will be accessed through issuances to the lenders of convertible senior secured notes (“Notes”) co-issued by the Company and MM CAN USA, Inc., a subsidiary of the Company (“MM CAN”), in an aggregate amount of up to US$250,000,000. Under the definitive terms, Notes will be issuable in up to 5 tranches, with each tranche being issuable at the option of the Company, subject to certain conditions and, in certain cases, price thresholds for the Class B subordinate voting shares of the Company (the “Subordinate Voting Shares”). The initial tranche, which the Company and MM CAN have drawn down, was for gross proceeds of US$20,000,000.

All Notes will have a maturity date of 36 months from the Closing Date (the “Maturity Date”), with a 12-month extension feature available to the Company on certain conditions, including payment of an extension fee of 1.0% of the principal amount under the outstanding Notes. All Notes will bear interest from their date of issue at LIBOR + 6.0% per annum. During the first 12 months, interest may be paid-in-kind (“PIK”) at the Company’s option such that any amount of PIK interest will be added to the outstanding principal of the Notes. The Company shall have the right after the first year, to prepay the outstanding principal amount of the Notes prior to maturity, in whole or in part, upon payment of 105% of the principal amount in the second year and 103% of the principal amount thereafter.

On April 10, 2019 MedMen Enterprises Inc announce that it has entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Canaccord Genuity Corp. pursuant to which the Company may, from time to time, sell Class B subordinate voting shares (the “Subordinate Voting Shares”) in the capital of the Company for aggregate gross proceeds of up to CDN$60,000,000. The At-the-Market equity financing program (the “ATM program”) is designed to enable the Company to issue Subordinate Voting Shares from treasury at lower cost than traditional offerings, without discount and at prevailing trading prices. The Company intends to use the net proceeds from the sale of Subordinate Voting Shares under the ATM program principally for general and administrative expenses, working capital needs and other general corporate purposes.