Legacy Investors

Legacy Investors

Legacy Investor Frequently Asked Questions of Pre-Going Public Transaction Investors
Below is a list of frequently asked questions and topics that may be helpful for individuals and entities that were equity holders in High Street Capital Partners, LLC ("HSCP") prior to the going-public transaction involving the reverse takeover of Applied Inventions Management Corp. (the "RTO") and the listing of Acreage Holdings, Inc. Subordinate Voting Shares on the Canadian Securities Exchange (the "CSE").

  • Yes. Your holdings in Acreage Holdings, Inc. that you received in exchange for the units you held in HSCP are subject to lock up over a six-month period following the RTO as follows:
    • a. 0-2 months: 100% locked up, no shares may be sold.
    • b. 2-4 months: 95% locked up, up to 5% of shares may be sold.
    • c. 4-6 months: 80% locked up, up to 20% of shares may be sold.
    • d. 6+ months: 0% locked up, 100% of shares may be sold.
  • Please note: During months four to six following the RTO, the 20% you may sell includes the 5% you may sell during months two to four. In other words, you may sell 20% of your holdings cumulative during months two to six following the RTO, not 25%. Also note that any Subordinate Voting Shares you purchase on the open market are not subject to any lock up and are not included for the purposes of calculating the percentages described above.
  • The number of shares under the "DRS Balance" column in the "Account Activity" section of your DRS statement reflect the number of shares that will no longer be subject to the lock up restrictions described above. Note that these numbers are cumulative. After month two, 5% become unrestricted, and after month four, an additional 15% becomes unrestricted, and this is what's reflected in those rows. These actions are explained at the bottom of the DRS statement following the titles "Position 1", "Position 2" and "Position 3," each corresponding to the respective line items under "Account Activity."
  • Shareholders who have not transferred their Acreage Holdings, Inc. shares to their broker should contact Acreage Holdings, Inc.'s transfer agent, Odyssey Trust Company, at www.odysseycontact.com. Shareholders who have transferred their shares to their own brokerage account should contact their broker.
  • Once the applicable lock up periods expire and you decide to sell shares, you should proceed as follows:
    • a. You must have an account with a brokerage that will take custody of your Acreage Holdings, Inc. shares. You may begin this process now to expedite the sale process when/if you decide to sell.
    • b. Instruct your broker as to the number of Acreage Holdings, Inc. shares that you want to sell. You will need to provide your broker with your DRS statement from our transfer agent, Odyssey Trust Company.
    • c. Your broker will work with Odyssey Trust Company to ensure the shares are no longer restricted, and deposit the shares into your account, so they may be sold.
  • Once the applicable lock up periods expire and you decide to sell shares, you should proceed as follows:
    • a. Open an account with a brokerage that will take custody of your Acreage Holdings, Inc. shares. You may begin this process now to expedite the sale process when/if you decide to sell.
    • b. Convert your Proportionate Voting Shares to Subordinate Voting Shares by filling out the Proportionate Voting Share Conversion form. If you did not receive the form, please email investors@acreageholdings.com and request it.
    • c. Provide your broker your new DRS showing the Subordinate Voting Shares you own and instruct as to the number of shares that you want to sell.
    • d. You will need to fill out the Reliance on Regulation S form and have your broker fill out the Broker Dealer Affirmation form that was sent to you previously. If you did not receive the forms, please email investors@acreageholdings.com and request them.
    • e. Your broker will work with Odyssey Trust Company to remove the restrictive legends from your shares for deposit into your brokerage account, so they may be sold. This process may take a several days to complete, so please plan accordingly.
  • Non-U.S. holders of HSCP units were subject to a U.S. withholding tax under Code Section 1446(f) in which 10% of their shares were withheld on the first contribution to Acreage Holdings America, Inc., an interim step in the RTO transactions. More information can be found in Acreage's Listing Statement filed on SEDAR and on the investor section of Acreage's website.