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Glass House Brands Completes 5.5-Million-Square-Foot Southern California Greenhouse Facility Acquisition

LONG BEACH, Calif., and TORONTO, Sept. 15, 2021 – PRESS RELEASE – Glass House Brands Inc. ("Glass House" or the "Company"), one of the fastest-growing, vertically integrated cannabis and hemp companies in the U.S., announced that its subsidiary has completed its previously announced acquisition of an approximately 5.5-million-square-foot greenhouse facility in Southern California (the "SoCal Facility") for total consideration of $93 million in cash, reduced from $118 million previously, plus stock considerations payable to the original holder of the option to purchase the SoCal Facility (the "Option Holder").

SoCal Facility Highlights:

Approximately 160 acres of agricultural property located in Ventura County, California.Approximately 125 acres of ultra-high-tech and efficient KUBO Ultra-Clima greenhouses, on-site well, water treatment facilities, automated roof washing system, supplemental lights and natural gas cogeneration facilities producing power, heat and CO2.Includes six greenhouses totaling approximately 5.5 million square feet:Phase 1 of the SoCal Facility retrofit will include the conversion of two greenhouses and two packhouses totaling approximately 1.7 million square feet and is expected to be completed in Q1 2022, with initial planting expected to follow shortly thereafter, contingent on regulatory approval.Planned upgrades include:Installation of black-out curtains, ebb and flood floors, high-density gutter system, dry rooms and processing facilities.Upgraded HVAC system to further optimize climate conditions.Automated nutrient delivery and irrigation systems.The initial Phase 1 capacity is expected to conservatively produce over 180,000 dry pounds of sellable cannabis (flower, smalls and trim), representing a more than 300% increase from our current capacity.

"We are thrilled to officially close escrow after significantly reducing the price which will keep an additional $25 million of cash on our balance sheet which is essentially debt-free today," Glass House Chairman and CEO Kyle Kazan said. "We can now commence the first phase of the facility's conversion and licensing which will dramatically increase our cultivation capacity. This milestone, together with our market-leading brand portfolio, which includes our Glass House Farms flower brand which was recently ranked the No. 1 in flower brand in the state of California in July, an improvement from the No. 2 position that we finished 2020 at (per BDS Analytics), and our extensive planned retail footprint has positioned us to lead the world's largest cannabis market."

Kazan added, "Our massive Southern California facility has the scale and the tools necessary for us to combine the highest quality with the lowest cost of production along with sustainable, environmentally friendly and responsibly grown craft cannabis. I'm excited to turn over this facility to our Chief Cannabis Officer and President Graham Farrar and his team."

"The Southern California facility is an absolute unicorn and will give us the ability to produce the highest quality cannabis at the lowest possible cost. This should allow us to thrive no matter what the competitive environment looks like," Farrar said. "The market is already responding to Glass House quality, as evidenced by our No. 1 market position. This new greenhouse will allow us to take that to another level and scale. We look forward to leveraging our supply chain and retail to replicate this success across more brands and categories. The entire team has been chomping at the bit to get started. An amazing greenhouse facility, in an ideal climate, with a fantastic team, we couldn't ask for anything more."

Transaction Details

Under the terms of the definitive purchase agreements for the SoCal Facility and the option rights to purchase the SoCal Facility (collectively, the "Purchase Agreements"), Glass House has paid the sellers of the SoCal Facility at closing U.S.$93 million (approximately C$117.7 million) in cash and issued to the Option Holder 6.5 million subordinate voting shares ("Closing Shares") at a price equal to U.S.$10 per share (C$12.65), will be subject to a customary lock-up agreement restricting the sale of 50% of such shares for six months following the closing and the remaining 50% of such shares for 12 months following the closing.

The Company has held back an additional 3.5 million subordinate voting shares (the "Contingent Shares"), which may be issued to the Option Holder after closing upon satisfaction of certain contractual indemnity obligations, and which Contingent Shares will be subject to the same lock-up restrictions. 

Finally, the Option Holder is entitled to earn up to U.S.$75 million (approximately C$94.9 million) of additional subordinate voting shares (the "Earn-Out Shares"), to be priced based on the volume weighted average price of such shares for 20 consecutive trading days immediately prior to the last day of the 12-month period commencing on the date that is 30 months after the date certain capital expenditures are made by the Company to the SoCal Facility, as more particularly detailed in the Purchase Agreements (as defined below). The vesting of the Earn-Out Shares is determined pursuant to an earn-out formula set forth in the Purchase Agreements.  The Earn-Out Shares are also subject to the same lock-up restrictions as the Closing Shares and Contingent Shares.

The revised terms of the Purchase Agreements allow the Company to reduce its upfront cash closing costs to devote more resources to rapidly converting the SoCal Facility to commercial cannabis use.

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