ManifestSeven Holdings Corporation - Subordinate Voting Shares

ManifestSeven is the first integrated omnichannel platform for legal cannabis, merging compliant distribution with a retail superhighway. M7, headquartered in Irvine, California, services the needs of lawful operators across the supply chain, from the cultivator to the consumer, through an expansive network of four facilities stretching from the San Francisco Bay Area to San Diego. M7 further augments its business-to-business value proposition with a growing portfolio of owned and operated retail operations located in major metro markets, including brick-and-mortar dispensaries, local on-demand delivery services, e-commerce, and subscription offerings.

Investor Note: In addition to the 98,963,015 Subordinate Voting Shares that are listed and trading, there are 103,660,840 Subordinate Voting Shares reserved for issuance pursuant to (i) 29,504,684 Subordinate Voting Shares issuable on conversion of the Subordinate Non-Voting Shares of the Issuer, (ii) 10,423,390 Subordinate Voting Shares issuable on conversion of the Proportionate Voting Shares of the Issuer, (iii) 55,242,064 Subordinate Voting Shares issuable on exercise of 55,242,064 warrants existing in ManifestSeven, Inc., a wholly-owned Delaware subsidiary of the Issuer, which were assumed as an obligation of the Issuer, and (iv) 8,490,702 Subordinate Voting Shares issuable on exercise of 8,490,702 options existing in ManifestSeven, Inc., a wholly-owned Delaware subsidiary of the Issuer, which were assumed as an obligation of the Issuer. In addition, certain convertible notes are outstanding which are convertible into Subordinate Voting Shares in accordance with their terms (see the Company’s Listing Statement for further details).