Abner Kurtin announces filing of Early Warning Report in respect of Ascend Wellness Holdings, Inc.

EARLY WARNING NEWS RELEASE PURSUANT TO NATIONAL INSTRUMENTS 62-103 AND 62-104

NEW YORK, April 19, 2023 /CNW/ - This news release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") and 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104") in connection with the filing of an early warning report ("Early Warning Report") regarding the acquisition by JM10-FFF, LLC ("JM10-FFF"), a limited liability company ‎controlled ‎(as such term is interpreted in accordance with NI 62-104) ‎by Mr. Abner Kurtin, Executive Chairman and a director of Ascend Wellness Holdings, Inc. ("Ascend" or the "Corporation"), of ‎876,700 ‎shares of Class A common stock of Ascend (the "Class A Shares") at a price of US$1.005 per share through the facilities of the Canadian Securities Exchange (the "CSE") on March 28, 2023 (the "Acquisition"). On March 28, 2023, Mr. Kurtin also personally disposed of 327,650 Class A ‎Shares at a price of US$1.005 per share through the facilities of the CSE (together with the disposition, the "Transaction"). ‎Upon completion of the Transaction, a determination was made that Mr. Kurtin had control ‎(as such term is interpreted in accordance with NI 62-104) ‎over each of JM10-FFF as well as JM10 II, LLC ("JM10 II") ‎ and AGP Partners, LLC ("AGP"), and that, as a ‎result, each of AGP, JM10-FFF and JM10 II act jointly or in concert ‎(as such term is interpreted in accordance with NI 62-104) ‎with one another as well ‎as with Mr. Kurtin, as determined in accordance with NI 62-103 and NI 62-104. ‎

Assuming ‎the exercise, conversion and vesting, as applicable, of securities that ‎‎are exercisable to acquire or convertible into Class A Shares over which Mr. Kurtin has beneficial ownership, or control or direction, subsequent to the ‎Transaction, Mr. Kurtin beneficially owned, or had control or direction over, ‎including without limitation through AGP, JM10-FFF and JM10 II, ‎38,944,336 ‎Class A Shares, ‎representing ‎20.64‎% of the issued and outstanding Class A Shares of Ascend ‎based on a total of ‎188,702,831 ‎Class A Shares (on a partially diluted basis) ‎outstanding as of March 28, ‎‎2023. In addition, AGP holds 65,000 Class B ‎Shares, representing 100% of the issued and outstanding Class B Shares of Ascend as of March 28, ‎‎2023. ‎

JM10-FFF has acquired the Class A Shares for investment purposes and in accordance ‎‎with ‎applicable securities laws. Any of Mr. Kurtin, AGP, JM10-FFF and JM10 II may, from time to time, acquire additional Class ‎‎A Shares ‎and/or other equity, debt or other securities or instruments of Ascend ‎‎‎(collectively, the "Securities") in ‎the open market, by private purchase or otherwise, and each reserves the right, subject to applicable ‎‎securities laws, to dispose of ‎any or all of its Securities in the open market, by private ‎purchase or otherwise ‎at any time and from time to time, and to ‎engage in similar ‎transactions with respect to ‎the Securities, the whole depending on market conditions, ‎‎the business and prospects of Ascend and other relevant factors‎.‎

The Acquisition was made in reliance of the normal course purchase exemption (the "Exemption") ‎set out in Section 4.1 of NI 62-104. The Acquisition was for 0.46% of the outstanding Class A ‎Shares on such date, and neither Mr. Kurtin nor any joint actor has relied on the ‎Exemption prior to the date thereof. There is a published market for the ‎Class A Shares and the value of the consideration paid per share of US$1.005 did not ‎exceed the market price of the Class A Shares at the date of the Acquisition, which ‎was US$1.1657 per share. ‎

An Early Warning Report respecting the Acquisition will be filed electronically on the Corporation's SEDAR profile, available at www.sedar.com.

Mr. Kurtin also filed, within the prescribed period, an insider report via the System for Electronic Disclosure by Insiders (SEDI) for the Transaction.

For more information, or to obtain a copy of the early warning report, please contact:

Abner Kurtin
c/o Ascend Wellness Holdings, Inc. 
‎1411 Broadway, 16th Floor
New York, NY 10018‎
Phone: (‎617) 453-4042 ext. 90102‎

SOURCE Abner Kurtin