The Cannabist Company Announces Closing of US$25 Million Private Placement

The Cannabist Company Holdings Inc. (NEO: CBST) (OTCQX: CCHWF) (FSE: 3LP) (“The Cannabist Company” or the “Company”), one of the largest and most experienced cultivators, manufacturers and retailers of cannabis products in the U.S., announced today the closing of the previously announced private placement (the “Offering”) with institutional investors (the “Investors”), for the purchase and sale of 22,244,210 units of the Company (the “Units”) at a price of C$1.52 per Unit (the “Issue Price”), for aggregate gross proceeds of approximately C$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.

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 C$1.96 per share, a 29% premium to issue, for a period of 3 years following the closing of the Initial Tranche and the Investor Option, as applicable.

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

ATB Capital Markets Inc. acted as sole placement agent in connection with the Offering.

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.

About The Cannabist Company (f/k/a Columbia Care)

The Cannabist Company, formerly known as Columbia Care, is one of the largest and most experienced cultivators, manufacturers and providers of cannabis products and related services, with licenses in 16 U.S. jurisdictions. The Company operates 125 facilities including 94 dispensaries and 31 cultivation and manufacturing facilities, including those under development. Columbia Care, now The Cannabist Company, is one of the original multi-state providers of cannabis in the U.S. and now delivers industry-leading products and services to both the medical and adult-use markets. In 2021, the Company launched Cannabist, its retail brand, creating a national dispensary network that leverages proprietary technology platforms. The company offers products spanning flower, edibles, oils and tablets, and manufactures popular brands including Seed & Strain, Triple Seven, Hedy, gLeaf, Classix, Press, and Amber. For more information, please visit www.cannabistcompany.com.

Caution Concerning Forward Looking Statements

This press release contains certain statements that constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws and reflect the Company’s current expectations regarding future events. Forward-looking statements or information contained in this release include, but are not limited to, statements or information with respect to the Offering and use of proceeds thereof, the Investor Option and proceeds thereof and on the Company’s ability to execute on retail, wholesale, brand and product initiatives. These forward-looking statements or information, which although considered reasonable by the Company, may prove to be incorrect and are subject to known and unknown risks and uncertainties that may cause actual results, performance or achievements of the Company to be materially different from those expressed or implied by any forward-looking information. In addition, securityholders should review the risk factors discussed under “Risk Factors” in Columbia Care’s Form 10-K for the year ended December 31, 2022, as, filed with Canadian and U.S. securities regulatory authorities and described from time to time in subsequent documents filed with applicable securities regulatory authorities.

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