The Cannabist Company Announces Intent to Complete US$25.75 Million Private Placement Offering of 9% Senior Secured Convertible Debentures Due 2027

The Cannabist Company Holdings Inc. (Cboe CA: CBST) (OTCQX: CBSTF) (FSE: 3LP) (“The Cannabist Company” or the “Company”) announced today that it intends to complete a private placement of up to US$19.5 million (the "Offering") aggregate principal amount of 9.00% senior secured convertible debentures due 2027 (the "Notes"). The Company has received binding commitments for US$17.5 million and may enter into additional commitments for US$2.0 million of Notes prior to closing.

In addition, in accordance with the terms of a previously executed agreement, as amended, the Company also intends to issue US$6.25 million of Notes in exchange for the cancellation of previously issued 6% senior secured convertible notes due 2025 held by certain offshore institutional investors.

The Notes will be senior secured obligations of the Company and mature in March 2027, unless earlier converted or repurchased. The conversion rate will be 3,278.6 common shares in the capital of the Company ("Common Shares") per $1,000 principal amount of Notes (equivalent to a price of approximately US$0.305 per Common Share), subject to customary adjustments. The conversion price of the Notes represents a premium of approximately 25% over the closing price of the Common Shares on the Cboe Canada (the “Exchange”) on March 14, 2024. The Notes are subject to an original issue discount and priced at $800 per issuance of $1,000 in principal amount of new Notes. As a result, assuming that the Company enters into additional commitments for US$2 million, the Company will receive US$15.6 million of new capital and extinguish US$5.0 million of 6% Senior Secured Convertible Notes Due 2025. In connection with the Offering, the Company and the investors will enter into a customary registration rights agreement.

The closing of the Offering is expected to occur on or about March 19, 2024 (the "Closing Date") and is subject to the completion of formal documentation and receipt of all regulatory approvals, including the approval of the Exchange. The Notes will be offered for sale 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 may also be 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 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 may be agreed upon by the Company, in each case in accordance with applicable laws. The Notes issued will be subject to a customary four-month hold period under Canadian securities laws.