OASIS INVESTMENTS II MASTER FUND LTD. ACQUIRES COMMON SHARES OF IANTHUS CAPITAL HOLDINGS, INC.

This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in respect of iAnthus Capital Holdings, Inc. (the "Company").

GEORGE TOWN, Cayman Islands, June 27, 2022 /CNW/ - On June 24, 2022, the Company closed  its previously announced recapitalization transaction (the " Recapitalization Transaction "), pursuant to the terms of a restructuring support agreement dated July 10, 2020, as amended on June 15, 2021, between the Company, all of the holders of the 13% senior secured convertible debentures issued by iAnthus Capital Management, LLC, and a majority of the holders of the 8% unsecured convertible debentures (the " Unsecured Debentures ") issued by the Company.

The implementation of the Recapitalization Transaction resulted in various changes to the corporate governance and capital structure of the Company.  The Recapitalization Transaction closed pursuant to the terms of a plan of arrangement under the Business Corporations Act (British Columbia), which was approved by the Supreme Court of British Columbia on October 5, 2020 (the " Plan of Arrangement ").

Pursuant to the Plan of Arrangement, the Company issued 1,265,120,771 Common Shares ("Shares") to Oasis Investments II Master Fund Ltd. (the "Oasis II Fund") in exchange for and settlement of a portion of the indebtedness represented by the Unsecured Debentures held by the Oasis II Fund. The Shares issued to the Oasis II Fund represent approximately 20.3% of the issued and outstanding Shares following completion of the Restructuring Transaction. Including 5,621,941 Shares for which the Oasis II Fund may have deemed beneficial ownership pursuant to a pre-existing securities lending arrangement, following the completion of the Restructuring Transaction, the Oasis II Fund owns 1,270,742,712 Shares, representing approximately 20.35% of the issued and outstanding Shares.  Immediately before the completion of the Recapitalization Transaction, the Oasis II Fund held 1,555,209 Shares issuable upon exercise of certain warrants, 4,222,972 Shares issuable upon conversion of Unsecured Debentures, and 5,621,941 Shares subject to a securities lending arrangement of which it may have deemed beneficial ownership, collectively representing approximately 6.4% of the issued and outstanding Shares at such time (assuming exercise of such warrants and conversion of such Unsecured Debentures).  Pursuant to the Restructuring Transaction, the Unsecured Debentures were forgiven in part and the balance exchanged for Shares and non-convertible unsecured debentures and the Warrants were cancelled.

The securities of the Company noted above were acquired for investment purposes and the Oasis II Fund and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of Shares or other securities of the issuer whether in the open market, by privately negotiated agreement or otherwise.

The Company is located at 420 Lexington Avenue, New York, New York, 10019. The Oasis II Fund is located at Ugland House, Grand Cayman KY1-1104, Cayman Islands.  A copy of the early warning report to which this news release relates can be obtained by contacting the Oasis II Fund at [phone] or on the Company's SEDAR profile at www.sedar.com.

SOURCE Oasis Investments II Master Fund Ltd.