Andrew Modlin Acquires Class B Subordinate Voting Shares of MedMen Enterprises Inc.

LOS ANGELES--(BUSINESS WIRE)--Andrew Modlin (the “Acquiror”), the President and a director of MedMen Enterprises Inc. (the “Issuer”), each of the Acquiror and the Issuer being located at 10115 Jefferson Blvd, Culver City, CA 90232, announced today that on December 6, 2018 he acquired on the Canadian Securities Exchange 335,815 Class B Subordinate Voting Shares of the Issuer (the “Acquired Shares”) at an average price of C$3.901 per Acquired Share, for aggregate consideration of C$1,310,014.

Prior to this transaction, Mr. Modlin held 3,956,324 Class B Common Shares (the “PC Corp Class B Shares”) of MM Can USA, Inc. (“PC Corp”), a subsidiary of the Issuer, 9,661,939 LTIP Units of MM Enterprises USA, LLC (the “LLC”), a subsidiary of PC Corp., and 815,295 Class A Super Voting Shares of the Issuer.

Subject to the terms and conditions thereof, the PC Corp Class B Shares may be redeemed from time to time by the holders thereof for cash or an equivalent number of Class B Subordinate Voting Shares of the Issuer (the “Subordinate Voting Shares”), with the form of such redemption consideration being at the option of PC Corp.

Subject to the terms and conditions thereof, upon vesting of the LTIP Units and their conversion into common units of the LLC, the resulting common units may be redeemed by the Acquiror for cash or an equivalent number of Subordinate Voting Shares, with the form of such redemption consideration being at the option of the LLC.

The Acquired Shares represent ownership of approximately 0.37% of the Issuer’s issued and outstanding Subordinate Voting Shares on a partially-diluted basis and approximately 0.06% on a fully-diluted basis. Prior to the acquisition of the Acquired Shares, the Acquiror owned approximately 12.92% of the Issuer’s issued and outstanding Subordinate Voting Shares on a partially-diluted basis and approximately 2.51% on a fully-diluted basis. The Acquiror now beneficially owns approximately 13.20% of the Issuer’s issued and outstanding Subordinate Voting Shares on a partially-diluted basis and approximately 2.57% on a fully-diluted basis. Other than as described above, the Acquiror does not currently own or control any Subordinate Voting Shares or any other securities of the Issuer, PC Corp or the LLC.

The Acquiror is also a unitholder of a fund that holds PC Corp Class B Shares. The Acquiror’s percentage economic interest of such fund is representative of 36,808,423 PC Corp Class B Shares.

The Acquiror hold the Acquired Shares for investment purposes only. The Acquiror may increase or decrease his ownership or control over the Subordinate Voting Shares, from time to time in the future, depending on market or other conditions.

For further information, please contact Stéphanie Van Hassel, Head of Investor Relations, MedMen Enterprises Inc., at [e-mail] or [phone].

This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters. A copy of this report may be obtained by contacting Stéphanie Van Hassel, Head of Investor Relations, MedMen Enterprises Inc., at [e-mail] or [phone].