MedMen is to own one of 13 licenses in Florida, with the right to open 25 dispensaries.

Los Angeles - June 6, 2018 - PRESS RELEASE - MedMen Enterprises Inc., a cultivator, producer and retailer of state-sanctioned cannabis, has announced that it has signed a definitive agreement to acquire dispensary and cultivation assets from Florida based Treadwell Simpson Partnership and affiliates.

As part of the transaction, MedMen will acquire Treadwell Nursery's cultivation facility situated on 5 acres in Eustis, Florida, and the right to open 25 medical marijuana dispensaries in the State of Florida.

"For nearly a decade we have been positioning ourselves to capitalize on enormous market opportunities like this," said MedMen co-founder and CEO Adam Bierman. "This acquisition is right in line with our strategy of establishing a presence early on in high potential markets with limited licenses and large populations. Florida is the third most populous state in the country with a medical marijuana market estimated to reach $1 billion in annual sales by 2020. MedMen has built the best-in-class brand, and we continue to invest in premium assets that solidify our dominant position in the most important cannabis markets in the world."

MedMen employs more than 800 people and currently operates 18 licensed cannabis facilities in cultivation, manufacturing and retail in California, Nevada and New York. The addition of Florida expands the company's reach to yet another key market in the fastest growing industry in the country.

As consideration for the acquisition, the company will pay $53 million, subject to a working capital adjustment, half of which will be satisfied in cash and the other half of which will be satisfied by way of issuance of common units of MM Enterprises USA, L, a subsidiary of the company, which by their terms are redeemable for Class B Subordinate Voting Shares of the company. In respect of the cash consideration, the LLC will pay Treadwell Nursery $6,625,000 on the closing date and on each of the dates that are three, six and nine months after the closing date. In respect of the redeemable units, the number of units will be based on the lesser of the closing trading price of the Subordinate Voting Shares on the Canadian Securities Exchange as of June 4, 2018, or the two-week weighted average daily closing price prior to the closing of the transaction.

The transaction is expected to close within 90 days and is subject to customary closing conditions, including receipt of state regulatory approvals. If certain regulatory approvals are not obtained, the company and Treadwell Nursery will have the right to terminate the agreement.