MedMen Enters Into $120 Million Bought Deal Equity Financing

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

LOS ANGELES, Nov. 9. 2018 /CNW/ - MedMen Enterprises Inc. (CSE:MMEN)(OTCQX: MMNFF) ("MedMen" or the "Company"), is pleased to announce that it has entered into a letter of engagement with Canaccord Genuity Corp. ("Canaccord"), under which Canaccord has agreed to purchase, as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters (collectively with Canaccord, the "Underwriters") 17,648,000 units of the Company (the "Units"), on a "bought deal" basis pursuant to the filing of a short form prospectus, subject to all required regulatory approvals, at a price per Unit of $6.80 (the "Issue Price") for gross proceeds of $120,006,400 (the "Offering"). 

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 2,647,200 of the Units at the Issue Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. The over-allotment option may be exercised to acquire Units, Class B Shares, and/or Warrants (as defined below) of the Company. If this option is exercised in full, an additional $18,000,960 will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be approximately $138,007,360.

Each Unit will be comprised of one Class B Subordinate Voting Share of the Company (each, a "Class B Share") and one-half of one Class B Share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant shall entitle the holder thereof to purchase one Class B Share at an exercise price of $10.00, subject to adjustment in certain events, for a period of 36 months following the closing of the Offering.

The Company intends to use the net proceeds of the Offering for working capital and other general corporate purposes.

The closing date of the Offering is scheduled to be on or about November 30, 2018 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange and the applicable securities regulatory authorities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

About MedMen:

MedMen Enterprises is a leading cannabis company in the U.S. with assets and operations across the country. Based in Los Angeles, MedMen brings expertise and capital to the cannabis industry and is one of the nation's largest financial supporters of progressive marijuana laws. Visit http://www.medmen.com

Cautionary Note Regarding Forward-Looking Information and Statements:

This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only MedMen's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of MedMen's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but is not limited to, information concerning the terms of the Offering, syndication of the Offering, completion of the Offering, including the contemplated timing thereof, and the use of proceeds of the Offering.

By identifying such information and statements in this manner, MedMen is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of MedMen to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, MedMen has made certain assumptions. Although MedMen believes that the assumptions used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Key assumptions used herein are that the Offering will be completed, including on the current terms and anticipated timing. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and MedMen does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to MedMen or persons acting on its behalf is expressly qualified in its entirety by this notice.

SOURCE MedMen Enterprises Inc.

MEDIA CONTACT: Briana Chester, 424-888-4260, Senior Publicist, [email protected]; INVESTOR RELATIONS CONTACT: Stéphanie Van Hassel, 323-705-3025, Head of Investor Relations, [email protected]