Item 1.01 Entry into a Material Definitive Agreement.
On July 5, 2022, Acreage Holdings, Inc. (the "Company" or "Acreage") announced
that it executed an amendment (the "Amended Arrangement") to its previously
announced asset purchase and services agreement with Chalice Brands Ltd. (the
"Buyer") and pursuant to the Amended Arrangement, completed the sale of the
assets of the Company's four Oregon retail dispensaries branded as Cannabliss &
Co. (the "Dispensaries").
Under the terms of the Amended Agreement, the Buyer has acquired the assets of
the Dispensaries for $6,500,000 ("Purchase Price"), consisting of a $250,000
payment previously made at the signing of the original agreement, plus an
additional $100,000 in cash at closing, offset by a deduction of $300,000 from
the Purchase Price to settle the accounts payable to the Buyer. The remaining
amounts owing of $5,850,000 have been satisfied by a 36-month secured promissory
note (the "Note") bearing interest at a rate of 12% per annum. Under the terms
of the Note, quarterly interest payments commence on January 1, 2023, principal
payments of US$1,000,000 million are due on January 1, 2024 and January 1, 2025,
and the remaining principal is due on January 1, 2026.
A copy of the Note and the press release issued by Acreage to announce the
closing of the transaction are attached hereto as Exhibits 10.1 and 99.1,
respectively. The description of the Note contained in this Item 1.01 is
qualified in entirety by the terms of the Note and Exhibit 10.1 is incorporated
by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this Current
Report on Form 8-K.
Exhibit No. Description of Exhibit
10.1 Secured Promissory Note in the amount of $5,850,000 dated July 1,
2022.
99.1 Press Release of Acreage Holdings, Inc., dated July 5, 2022,
announcing the Sale of Retail Chain Cannabliss & Co.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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