Ascend Wellness Holdings Inc., a multistate,
vertically integrated cannabis operator, announced that it filed a registration
statement on Form S-3 containing a base shelf prospectus with the United
States Securities and Exchange Commission (SEC) on Nov.
22, 2022. The registration statement is expected to become effective
following review by the SEC. A corresponding preliminary base shelf
prospectus (the “Canadian prospectus”) has been filed with the
securities regulatory authorities in each of the provinces of Canada,
excluding Québec,
under the U.S.-Canada multijurisdictional
disclosure system (MJDS).

The registration
statement (when effective) and Canadian prospectus (upon the issuance of a
receipt for the final Canadian prospectus) will qualify the distribution from
treasury of up to an aggregate amount of $100,000,000 worth
of shares of Class A common stock, preferred stock, warrants, debt securities,
subscription rights and/or units of the company (collectively, the “securities”),
or any combination, over the period(s) that each of the registration statement
and Canadian prospectus remain effective, respectively.

“While we do not have
immediate plans to issue securities under the registration statement or the
Canadian prospectus, we deemed it prudent to prepare ourselves to take advantage
of markets should they evolve into a more accretive financing
alternative,” said Dan Neville,
interim co-CEO and chief financial officer. “This filing allows us the
flexibility to pursue additional financing opportunities should they become in
the best interest of our shareholders.”

The company became eligible to
file a registration statement on Form S-3 after one year of SEC reporting,
following the effectiveness of its previously filed registration statement on
Form S-1. The terms of any securities to be offered under the base prospectus
will be specified in a prospectus supplement, which will be filed with the
applicable U.S. and
Canadian securities regulatory authorities in connection with any such

The registration statement has
been filed with the SEC but
is not yet effective. The securities may not be sold nor may offers to buy be
accepted under the registration statement prior to the time the registration statement
becomes effective or under the Canadian prospectus prior to the issuance of a
receipt for the final Canadian prospectus. This press release shall not
constitute an offer to sell nor the solicitation of an offer to buy the securities,
nor shall there be any sale of such securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. Any offer of securities
will occur solely by means of the base shelf prospectus included in the registration
statement and/or the Canadian prospectus and one or more prospectus supplements
that would be issued at the time of any such offering.

A copy of the registration statement
can be found on EDGAR at and
a copy of the Canadian prospectus can be found under the company’s SEDAR
profile at