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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