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MMOF GP II, LLC Distributes Shares to Members

LOS ANGELES , Nov. 22, 2019 /CNW/ - MMOF GP II, LLC (the "Securityholder"), located at 5880 Jefferson Blvd, Suite G, Los Angeles, CA 90016, announces that it completed today, in accordance with its constating documents, an in-kind distribution to the members of the Securityholder of 7,694,380 Class B Common Shares ("Class B Shares") of MM Can USA , Inc. ("PC Corp"), a subsidiary of MedMen Enterprises Inc. (the "Issuer"), which is located at 10115 Jefferson Blvd, Culver City, CA 90232.

Pursuant to the articles of incorporation of PC Corp and the Support Agreement dated as of May 28, 2018 between the Issuer, PC Corp and MM Enterprises USA , LLC, and subject to the terms and conditions thereof, such distributed Class B Shares (the "Distributed Shares") may be redeemed from time to time by the holders thereof for cash or an equivalent number of Class B Subordinate Voting Shares (the "Subordinate Voting Shares") of the Issuer, with the form of such redemption consideration being at the option of PC Corp.

The Distributed Shares represent ownership and control of approximately 3.19% of the Issuer's issued and outstanding Subordinate Voting Shares on a partially-diluted basis and approximately 1.12% on a fully-diluted basis. The Securityholder is the general partner of MedMen Opportunity Fund II, LP ("Fund II"). The Securityholder no longer holds any Class B Shares.

All of the Distributed Shares are subject to, and notwithstanding their distribution to the members of the Securityholder continue to be subject to, a lock-up agreement entered into by Fund II with PC Corp, pursuant which they are not permitted to be sold, transferred or otherwise disposed of until November 25, 2019 , at which time, the restrictions on resale pursuant to such agreement will be immediately lifted as to one-twelfth of the Distributed Shares and thereafter in increments over an 11-month period as to the remaining Distributed Shares.

The distribution by the Securityholder to its members of the Distributed Shares was made in connection with the ongoing operations of the Securityholder.

This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters. A copy of this report may be obtained by contacting medmen@standishmanagement.com.


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