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Acreage Holdings Enters into Letter of Intent to Sell Real Estate Assets to Newly Formed Cannabis REIT

May 13, 2019

NEW YORK, May 13, 2019 (GLOBE NEWSWIRE) -- Acreage Holdings, Inc. (“Acreage”) (CSE: ACRG.U) (OTCQX: ACRGF) (FSE: 0ZV) today announced it has entered into a Letter of Intent (the “Letter of Intent”) with GreenAcreage Real Estate Corp., a newly formed REIT (“GARE”), negotiated at arm’s length, under which GARE would purchase and lease back to Acreage cannabis related real estate assets. GARE is externally managed by GreenAcreage Management LLC, an entity in which Acreage holds a 20% interest (“GreenAcreage”) and in which its CEO has invested.

The provisions of the Letter of Intent state that GARE would, upon the financing of GARE, purchase properties identified by both parties for values to be mutually agreed upon, fund or reimburse Acreage for real estate improvements and lease said identified properties back to Acreage in accordance with negotiated terms. Acreage would also grant GARE a right of first offer to assume Acreage’s position as a purchaser of a pipeline of properties over the next three years.

GARE will operate initially as an externally-managed company, advised by GreenAcreage, and will remain independent from Acreage. GARE boasts a highly respected and experienced leadership team featuring Executive Chairman, Gordon DuGan, Vice Chairman and Founder, David Carroll, and Chief Executive Officer, Katie Barthmaier.

ABOUT ACREAGE HOLDINGS

Headquartered in New York City, Acreage is the largest vertically integrated, multi-state operator of cannabis licenses and assets in the U.S. with respect to the number of states with cannabis related licenses, according to publicly available information. Acreage owns licenses to operate or has management services agreements with license holders to assist in operations of cannabis facilities in 20 states (including pending acquisitions) with a population of approximately 180 million Americans, and an estimated 2022 total addressable market of more than $17 billion in legal cannabis sales, according to Arcview Market Research. Acreage is dedicated to building and scaling operations to create a seamless, consumer-focused branded cannabis experience. Acreage’s national retail store brand, The Botanist, debuted in 2018.

FORWARD LOOKING STATEMENTS

This news release and each of the documents referred to herein contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information, including, for greater certainty, statements regarding the Proposed Transaction, including the anticipated benefits and likelihood of completion thereof. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Acreage’s current beliefs and is based on information currently available to Acreage and on assumptions Acreage believes are reasonable. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Acreage to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the ability of the parties to ‎receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and ‎shareholders approvals; the ability of the parties to satisfy, in a timely manner, the other ‎conditions to the completion of the proposed transaction with Canopy Growth Corporation (the “Proposed Transaction”); other ‎expectations and assumptions concerning the transactions contemplated in the Proposed Transaction; the available funds of Acreage and the anticipated use of such funds; the availability of financing ‎opportunities; legal and ‎regulatory risks inherent in the cannabis industry; risks associated with economic ‎conditions, ‎dependence on management and currency risk; risks relating to U.S. regulatory landscape and ‎‎enforcement related to cannabis, including political risks; risks relating to anti-money laundering laws and ‎‎regulation; other governmental and environmental regulation; public opinion and perception of the ‎cannabis ‎industry; risks related to contracts with third-party service providers; risks related to the ‎enforceability of contracts; ‎reliance on the expertise and judgment of senior management of Acreage; risks related to proprietary ‎intellectual property and potential infringement by third parties; the ‎concentrated voting control of Acreage’s ‎founder and the unpredictability caused by Acreage’s ‎capital structure; risks relating to the management of ‎growth; increasing competition in the industry; risks ‎inherent in an agricultural business; risks relating to energy ‎costs; risks associated to cannabis products ‎manufactured for human consumption including potential product ‎recalls; reliance on key inputs, ‎suppliers and skilled labor; cybersecurity risks; ability and constraints on marketing ‎products; fraudulent ‎activity by employees, contractors and consultants; tax and insurance related risks; risks ‎related to the ‎economy generally; risk of litigation; conflicts of interest; risks relating to certain remedies being ‎limited ‎and the difficulty of enforcement of judgments and effect service outside of Canada; risks related to ‎future ‎acquisitions or dispositions; sales by existing shareholders; and limited research and data relating to ‎cannabis. A description of additional assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Acreage’s disclosure documents, such as Acreage’s Annual Information Form for the year ended December 31, 2018 filed on April 29, 2019, on the SEDAR website at www.sedar.com. Although Acreage has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Acreage as of the date of this news release and, accordingly, is subject to change after such date. However, Acreage expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law. Neither the Canadian Securities Exchange nor its Regulation Service Provider has reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Investor Contacts: Media Contact: Christine Rigby Howard Schacter Vice President, Investor Relations Vice President of Communications Investors@acreageholdings.com h.schacter@acreageholdings.com 646-600-9181 646-600-9181 Steve West Vice President, Investor Relations Investors@acreageholdings.com 646-600-9181

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