Trees Corporation (NEOE:TREE) entered into an asset purchase agreement to acquire Trees Cannabis Locations of 1015712 B.C. Ltd. on March 2, 2021. Trees Corporation will continue to operate these stores under the Trees Cannabis brand. The transaction will be completed upon the satisfaction of certain conditions, including all approvals from the Liquor and Cannabis Regulation Branch of British Columbia. On March 24, 2022 the Company and 101 agreed to separate the terms of the transaction into two components – a share purchase component (the "Trees IP Purchase"), which is governed by the terms of a share purchase agreement dated March 24, 2022 among the Company, 101 and 11391461 Canada Ltd. ("TreesAcquireCo") (the "Trees IP SPA"), and an asset purchase component (the "Retail Store Purchase") which is governed by the terms of an amended and restated asset purchase agreement entered into immediately following the closing of the Trees IP Purchase (the "Retail Store APA"). Pursuant to the Trees IP SPA, on March 24, 2022, the Company acquired all of the issued and outstanding securities of TreesAcquireCo, a company holding the "Trees" registered trademarks, including logos (the "Trees IP") in exchange for 5,933,333 Common Shares. On closing of the Trees IP Purchase, 101 and TreesAcquireCo entered into a licensing agreement pursuant to which TreesAcquireCo has agreed to license, until the closing of the Retail Store Purchase, the Trees IP to 101 in exchange for an accruing royalty earned on gross retail sales from all of the operating retail cannabis stores subject to the Retail Store APA. In addition, the 101 Note was amended on the 101 SPA Closing Date to encompass all indebtedness owing by 101 to Trees, to add additional covenants, guarantees and default provisions and to provide that the 101 Note was no longer forgivable (the "Amended 101 Note"). The Retail Store APA contemplates that the five (5) retail cannabis stores will be conveyed to TreesAcquireCo upon the satisfaction of all conditions precedent, including receipt of LCRB licensing approval. The purchase price paid for the assets will be equal to the amount outstanding under the Amended 101 Note on the date of closing and will be satisfied by the issuance by TreesAcquireCo of a note in favour of 101. The transaction is subject to customary closing conditions. Melanie Cole of Aird & Berlis LLP acted as legal advisor to Trees.

Trees Corporation (NEOE:TREE) acquired Trees Cannabis Locations of 1015712 B.C. Ltd on September 2, 2022. Until such time as the transactions contemplated by the APA close, the 5 stores will continue to operate as Trees Cannabis locations in accordance with the previously disclosed brand license agreement between the parties.