NEW
YORK, Sept. 18, 2023 – PRESS RELEASE – ColumbiaCare Inc., one of the largest and most experienced cultivators,
manufacturers and retailers of cannabis products in the U.S.,
announced that it has entered into subscription agreements with institutional
investors (the “investors”), for the purchase and sale of 22,244,210 units of
the company (the “units”) at a price of CA$1.52 per
unit (the “issue price”) pursuant to a private placement (the “offering”), for
aggregate gross proceeds of approximately CA$33.8
million or approximately US$25
million (the “initial tranche”).

The investors will have the
option to purchase US$25 million in
additional units at a price equal to the issue price, upon written notice to
the company at any time up to 45 days following the date hereof (the “investor option”).
In connection with the transaction, the company and the investors entered into
a customary registration rights agreement. The units will be subject to limited
lock-up requirements.

The company has also entered into
a non-binding agreement with the investors with respect to the repurchase by
the company of up to US$25 million of
principal amount of their holdings in the 6% senior secured convertible notes
due June 2025 of the company
(the “2025 convertible notes”), the purchase price of which would be payable in
common shares of the company (“common shares”). Completion of these
transactions would be subject to definitive documentation and receipt of all
necessary regulatory approvals.

In addition, the company is in
continued discussions, as previously disclosed, with certain holders of the company’s
13% senior secured notes due May 2024 (the
“2024 notes”), to exchange their 2024 notes into the company’s 9.5% senior
secured notes due February 2026 on
a one-for-one basis (the “debt exchange”).

Private Placement Offering

Each unit consists of one common share
(or common share equivalent) and a one half of one common share purchase
warrant of the company (each full warrant, a “warrant”). Each warrant entitles
the holder to acquire one common share of the company at a price of CA$1.96 per
share, a 29% premium to issue, for a period of three years following the
closing of the initial tranche and the investor option, as applicable.

The closing of the initial tranche
is subject to customary closing conditions and is expected to close on or about Sept.
21, 2023.

The company intends to use the
proceeds from the offering to reduce its outstanding indebtedness and for
general corporate purposes.

The common shares to be sold in
the private placement have not been registered under the Securities Act of
1933, as amended (the “securities act”),
or any state or other applicable jurisdiction’s securities laws and may not be
offered or sold in the
United States or to or for the account or benefit of U.S. persons
(as defined in the securities act) absent registration or an applicable
exemption from the registration requirements of the securities act and
applicable state or other jurisdictions’ securities laws.

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 these securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.