MedMen and Gotham Green Partners Close Additional Funding Tranche - Designated News Release

MedMen Enterprises Inc. (CSE:MMEN) (OTCQX:MMNFF) (FSE: A2JM6N) (“MedMen” or the “Company”) is pleased to announce that, further to its press release dated April 23, 2019, MedMen has been advanced an additional US$80,000,000 in gross proceeds pursuant to the US$250,000,000 secured convertible credit facility (the “Facility”) with Gotham Green Partners, an investor in the global cannabis industry.

MedMen has issued to the lenders additional convertible senior secured notes (“Notes”), co-issued by the Company and MM CAN USA, Inc., a subsidiary of the Company (“MM CAN”), with a conversion price per Subordinate Voting Share of the Company equal to US$3.29 per share. The lenders have also been issued 10,399,851 share purchase warrants of the Company (“Warrants”), each of which is exercisable to purchase one Subordinate Voting Share of the Company for a period of 36 months from the date of issue. The number of Warrants issued represents an approximate 50% Warrant coverage. The exercise price of 75% of such Warrants is US$3.718 per share, with the remaining 25% of such Warrants having an exercise price per share equal to US$4.29. As additional consideration for the purchase of the Notes, at the time the lenders were paid an advance fee of 1.5% of the principal amount of the Notes purchased.

The Notes and the Warrants, and any Subordinate Voting Shares issuable as a result of conversion of the Notes or exercise of the Warrants, will be subject to a four month hold period from the date of issuance of such Notes or such Warrants, as applicable, in accordance with applicable Canadian securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

About MedMen:

MedMen 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. Learn more at www.medmen.com.

About Gotham Green Partners:

Gotham Green Partners, LLC is a New York and California-based private equity firm focused on deploying capital into cannabis and cannabis-related enterprises on a global scale. The firm manages a diversified portfolio of investments and is actively investing across the cannabis value chain.

Source: MedMen Enterprises

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OFFICER:
Adam Bierman, 855-292-8399
Chief Executive Officer
[email protected]

MEDIA CONTACT:
Allison McLarty, 646-270-6797
Vice President, Corporate Communications
[email protected]

INVESTOR RELATIONS CONTACT:
Stéphanie Van Hassel, 323-705-3025
VP of Investor Relations
[email protected]