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MedMen Enterprises Establishes At-the-Market Equity Financing Program

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

LOS ANGELES , April 10, 2019 /CNW/ - MedMen Enterprises Inc. ("MedMen" or the "Company") (MMEN.CN) (MMNFF) (FSE:A2JM6N) is pleased to announce that it has entered into an equity distribution agreement (the "Equity Distribution Agreement") with Canaccord Genuity Corp. pursuant to which the Company may, from time to time, sell Class B subordinate voting shares (the "Subordinate Voting Shares") in the capital of the Company for aggregate gross proceeds of up to CDN$60,000,000 . The At-the-Market equity financing program (the "ATM program") is designed to enable the Company to issue Subordinate Voting Shares from treasury at lower cost than traditional offerings, without discount and at prevailing trading prices. The Company intends to use the net proceeds from the sale of Subordinate Voting Shares under the ATM program principally for general and administrative expenses, working capital needs and other general corporate purposes.

Since the Subordinate Voting Shares will be distributed at trading prices prevailing at the time of the sale, prices may vary between purchasers and during the period of distribution. The volume and timing of sales, if any, will be determined at the sole discretion of the Company's management and in accordance with the Equity Distribution Agreement. To date, no Subordinate Voting Shares have been distributed by the Company pursuant to the Equity Distribution Agreement.

"The ATM program provides added financial flexibility at attractive terms, which is critical as we continue to expand our footprint and capitalize on opportunities to increase our market share," said Michael Kramer , Chief Financial Officer. "As a complement to our other financing vehicles, we now have a variety of capital sourcing options to support the execution of our growth strategy."

Sales of Subordinate Voting Shares, if any, under the ATM program are anticipated to be made in transactions that are deemed to be "at-the-market distributions" as defined in National Instrument 44-102 – Shelf Distributions, as sales made directly on the Canadian Securities Exchange or any other recognized Canadian "marketplace" within the meaning of National Instrument 21-101 – Marketplace Operation. The ATM program is being facilitated pursuant to a prospectus supplement (the "Prospectus Supplement") dated April 10, 2019 to the Company's short form base shelf prospectus (the "Shelf Prospectus") dated March 26, 2019 , filed with the securities regulatory authorities in each of the provinces and territories of Canada , which will be available on the Company's profile on SEDAR at www.sedar.com or may be obtained from the Company upon written request to a contact below.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, Subordinate Voting Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Subordinate Voting Shares 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 or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements.

ABOUT MEDMEN:
MedMen is a cannabis retailer with operations across the U.S. and flagship stores in Los Angeles , Las Vegas and New York . MedMen's mission is to provide an unparalleled experience that invites the world to discover the remarkable benefits of cannabis because a world where cannabis is legal and regulated is a safer, healthier and happier world.

Learn more at www.medmen.com

Cautionary Note Regarding Forward-Looking Information and Statements

This news 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 anticipated sale and distribution of Subordinate Voting Shares under the ATM program, the volume and timing of the sale and distribution of Subordinate Voting Shares under the ATM program, MedMen's intended use of the net proceeds of any offering of Subordinate Voting Shares under the ATM program, the costs to MedMen of any offering of Subordinate Voting Shares under the ATM program and the anticipated benefits and impacts of the ATM program.

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 news release, MedMen has made certain assumptions.

Among others, the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: changes in general economic, business and political conditions, including changes in the financial markets and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; inability to locate suitable acquisition targets; delays in opening new cultivation and production facilities; higher than expected costs to construct and operate cultivation and production facilities; adverse changes in the public perception of cannabis; changes in consumer demand for cannabis; decreases in the prevailing prices for cannabis and cannabis products in the markets in which the Company operates; adverse changes in applicable laws; adverse changes in the application or enforcement of current laws, including those related to taxation; increasing costs of compliance with extensive government regulation; risks related to licensing, including the ability to obtain the requisite licenses or renew existing licenses for the Company's proposed operations; dependence upon third party service providers, skilled labor and other key inputs; risks inherent in the agricultural and retail business; intellectual property risks; risks related to litigation; dependence upon senior management; and other risks disclosed in the Company's public filings including the Shelf Prospectus and the Prospectus Supplement (including the documents incorporated by reference therein). Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Although MedMen believes that the assumptions and factors 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. The forward-looking information and forward-looking statements contained in this news release are made as of the date of this news 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.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE MedMen Enterprises Inc.


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