CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

‎‎This Prospectus and the documents incorporated by reference herein contains forward-looking statements within the meaning of applicable United States securities legislation (“forward-looking statements”), including the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. AllForward-looking statements other than statementsare neither historical facts nor assurances of historical fact, included hereinfuture performance. Instead, they are forward-looking statements, including, for greater certainty,based upon our current beliefs, expectations, and assumptions regarding the on-going implicationsfuture of the novel coronavirus (“COVID-19”)business, future plans and statements regarding the proposed transaction with Canopy Growth Corporation (“Canopy Growth”), including the anticipated benefitsstrategies, and likelihood of completion thereof.

Generally, forward-looking statements mayother future conditions. Forward-looking ‎statements can be identified by the use of forward-looking terminologywords such as “plans”“expect”, “expects”“likely”, “may”, “will”,, “would”, “could”, “should”, “continue”, “contemplate”, “intend”, or “does not expect”“anticipate”, “believe”, “envision”, “estimate”, “expect”, “plan”, “predict”, “project”, “target”, “potential”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”“estimate” and other similar words, including negative and grammatical variations thereof, or “does not anticipate”,statements that certain events or “believes”,conditions “may” or variations of such words and phrases,“will” happen, or by the usediscussions of wordsstrategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or phrases which stateother statements that certain actions, events or results may, could, would, or might occur or be achieved. There can be no assurance that suchare not statements of fact. Such forward-looking statements will proveare made as of the date of this Prospectus, or in the case of documents incorporated by reference herein, as of the date of each such document. Forward-looking statements in this Prospectus, any prospectus supplement or the documents incorporated by reference herein and therein include, but are not limited to, statements with respect to:

Forward-looking statements contained herein and in certain documents incorporated by reference in this Prospectus concerning the cannabis industry and its medical and adult-use markets and the general expectations of ‎us concerning the industry and our business and operations are based on ‎estimates prepared by us using data from publicly available governmental sources as well as ‎from market research and industry analysis and on assumptions based on data and knowledge of this ‎industry which we believe to be accurate,reasonable. However, although generally indicative of relative ‎market positions, market shares and actual resultsperformance characteristics, such data is inherently imprecise. ‎While we are not aware of any misstatement regarding any industry or government data ‎presented herein, the cannabis industry involves risks and future events could differ materially from those anticipated in such forward-looking statements. uncertainties that are subject to change based ‎on various factors.

Forward-looking statements reflect Acreage’s current beliefsspeak only as at the date they are made and are based on information currently available to Acreage and on assumptions Acreage believesthe then current expectations. Potential purchasers of our securities are reasonable. Forward-lookingcautioned that forward-looking statements are subject tonot based on historical facts but instead are based on ‎reasonable assumptions and estimates of our management at the time they were provided ‎or made and involve known and unknown risks, uncertainties and other factors thatwhich may cause the actual‎actual results, level of activity, performance or achievements of Acreageus, as applicable, to be materially different from those‎from any future results, performance or achievements expressed or implied by such forward-looking statements. Such‎statements, including, but not limited to, risks and other factors may include, but are not limiteduncertainties related to: the ability of Canopy Growth and Acreage to receive, in a timely manner and on satisfactory terms, necessary regulatory approvals; the available funds of Acreage and the anticipated use of such funds; the availability of financing opportunities; the ability of Acreage and Canopy Growth to satisfy, in a timely manner, the conditions to the completion of the acquisition of each of the Subordinate Voting Shares (following the automatic conversion of the Class B proportionate voting shares and Class C multiple voting shares of Acreage into Subordinate Voting Shares) in exchange for the payment of 0.5818 of a common share of Canopy Growth per Subordinate Voting Share (subject to adjustment in accordance with the terms of the arrangement agreement entered into between Acreage and Canopy Growth on April 18, 2019, as amended on May 15, 2019); other expectations and assumptions concerning the transactions contemplated between Acreage and Canopy Growth; legal and regulatory risks inherent in the cannabis industry; risks associated with economic conditions, dependence on management and currency risk; risks relating to U.S. regulatory landscape and enforcement related to cannabis, including political risks; risks relating to anti-money laundering laws and regulation; other governmental and environmental regulation; public opinion and perception of the cannabis industry; risks related to contracts with third-party service providers; risks related to the enforceability of contracts and lack of access to U.S. bankruptcy protections; reliance on the expertise and judgment of senior management of Acreage; risks related to proprietary intellectual property and potential infringement by third parties; the concentrated voting control of Acreage’s founder and the unpredictability caused by Acreage’s capital structure; risks relating to the management of growth; increasing competition in the industry; risks inherent in an agricultural business; risks relating to COVID-19 or other widespread global health crises, including disruptions in our cultivation and processing activities, supply chains and sales channels,

‎as well as a deterioration of general economic conditions, including a possible national or global recession; shelter-in-place ordersthose risk factors described under the heading “Risk Factors” and social distancing practices designed to limit the spread of COVID-19 have affected and may continue to affect our retail business and corporate officers; risks relating to energy costs; risks associated to cannabis products manufactured for human consumption including potential product recalls; reliance on key inputs, suppliers and skilled labor; cybersecurity risks; ability and constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks; risks related to the economy generally; risk of litigation; conflicts of interest; risks relating to certain remedies being limitedelsewhere in this Prospectus, any prospectus supplement and the difficulty of enforcement of judgmentsdocuments incorporated by reference herein and effecting service outside of Canada; risks relatedtherein and as described from time to future acquisitions or dispositions; salestime in documents filed by existing shareholders; and limited research and data relating to cannabis.us with securities regulatory authorities. A description of additional assumptions used to develop such forward-looking statements and a description of additional risk factors that may cause actual results to differ materially from forward-looking statements can be found in Part I, Item 1A under the heading “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019 dated May 29, 2020 and the amendment thereto on Form 10-K/A ‎dated August 14, 2020‎, and under the heading “Risk Factors” of our Definitive Proxy Statement and Management Information Circular dated August 17, 2020, each of which isare incorporated by reference herein (see “Documents Incorporated by Reference”). Although Acreage has attempted to identify important

Readers are cautioned that the above list of cautionary statements is not exhaustive. A number of factors that could cause actual events, performance or results to differ materially from those containedwhat is projected in forward-looking statements. The purpose of forward-looking statements thereis to provide the reader with a description of management’s expectations, and such forward-looking statements may not be appropriate for any other factors that cause resultspurpose. You should not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Forward-looking statements contained in this Prospectus, and the documentsany prospectus supplement or in any document incorporated by reference herein are expressly qualified by this cautionary statement. Theor therein. Although we believe that the expectations reflected in such forward-looking statements contained in this Prospectus and the documents incorporated by reference herein represent theare reasonable, it can give no assurance that such expectations of Acreage as of the date of this Prospectus and, accordingly, are subjectwill prove to change after such date. However, Acreage expressly disclaims any intention orhave been correct. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. The forward-looking statements contained in this Prospectus, any prospectus supplement and the documents incorporated by reference herein and therein are expressly qualified in their entirety by this cautionary statement. Potential purchasers of our securities law.
should read this entire Prospectus, and each applicable prospectus supplement, and consult their own professional advisors to ascertain and assess the income tax and legal risks and other aspects associated with holding our securities.

RISK FACTORS

‎‎Before deciding to invest in the Subordinate Voting Shares,our securities, prospective investors in the Subordinate Voting Sharesour securities should consider carefully the risk factors and the other information contained and incorporated by reference in this Prospectus and any applicable prospectus supplement relating to a specific offering of our securities, including those risks identified and discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, the amendment thereto on Form 10-K/A and our Definitive Proxy Statement and Management Information Circular dated August 17, 2020, each of which isare incorporated by reference herein. See “Documents Incorporated by Reference”.

‎‎Before making an investment decision, prospective purchasers of Subordinate Voting Sharesour securities should carefully consider the information described in this Prospectus and the documents incorporated by reference herein.herein, including any applicable prospectus supplement. Additional risk factors relating to a specific offering of our securities may be described in any applicable prospectus supplement. Some of the risk factors described herein and in the documents incorporated by reference herein, including any applicable prospectus supplement, are interrelated and, consequently, investors should treat such risk factors as a whole. If any event arising from these risks occurs, our business, prospects, financial condition, results of operations and cash flows, and the investor’s investment in the Subordinate Voting Sharesour securities could be materially adversely affected. Additional risks and uncertainties of which we are currently unaware or that are unknown or that we currently consider to be immaterial could have a material adverse effect on our business, financial condition and results of operation. We cannot assure an investor that we will successfully address any or all of these risks.

‎‎Prospective investors should carefully consider the risks below and in our Annual Report on Form 10-K for the year ended December 31, 2019, the amendment thereto on Form 10-K/A and Definitive Proxy Statement and Management Information Circular dated August 17, 2020 and the other information elsewhere in this Prospectus and any applicable prospectus supplement and consult with their professional advisors to assess any investment in the Subordinate Voting Shares.our securities.

Risks Related to the Subordinate VotingFixed Shares and Floating Shares

We cannot guarantee returns on our Subordinate VotingFixed Shares or Floating Shares.

‎‎There is no guarantee that either the Subordinate VotingFixed Shares or the Floating Shares will earn any positive return in the short term or long term. A holding of Subordinate VotingFixed Shares or Floating Shares is speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. A holding of Subordinate VotingFixed Shares or Floating Shares is appropriate only for holders who have the capacity to absorb a loss of some or all of their investment.

We will have broad discretion as to the use of proceeds from the sale of our Subordinate VotingFixed Shares and Floating Shares.

‎‎We will have broad discretion with respect to the application of net proceeds received by us from the sale of Subordinate VotingFixed Shares or Floating Shares under this Prospectus or a future Prospectus Supplementprospectus supplement and may spend such proceeds in ways that do not improve our results of operations or enhance the value of the Subordinate VotingFixed Shares or Floating Shares or our other securities issued and outstanding from time to time. Any failure by us to apply these funds effectively could result in financial losses that could have a material adverse effect on our business or cause the price of our issued and outstanding securities from time to time to decline.

Our Subordinate VotingFixed Shares and Floating Shares may have a volatile market price.

‎‎The market price of the Subordinate VotingFixed Shares and Floating Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control. This volatility may affect the ability of holders of Subordinate VotingFixed Shares or Floating Shares to sell their securities at an advantageous price. Market price fluctuations in the Subordinate VotingFixed Shares or Floating Shares may be due to our operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts’ estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by us or our competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Subordinate VotingFixed Shares or Floating Shares.

‎‎Financial markets historically at times have experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Subordinate VotingFixed Shares or Floating Shares may decline even if the our operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, our operations could be adversely impacted, and the trading price of the Subordinate VotingFixed Shares or Floating Shares may be materially adversely affected.

Our securityholders resident in the United States may have difficulty settling trades because we operate in the cannabis sector.

‎‎Given the heightened risk profile associated with cannabis in the United States, capital markets participants may be unwilling to assist with the settlement of trades for U.S. resident securityholders of companies with operations in the United States cannabis industry which may prohibit or significantly impair the ability of securityholders in the United States to trade the Subordinate VotingFixed Shares or Floating Shares. In the event residents of the United States are unable to settle trades of the Subordinate VotingFixed Shares or Floating Shares, this may affect the pricing of the Subordinate VotingFixed Shares or Floating Shares in the secondary market, the transparency and availability of trading prices and the liquidity of these securities.

There can be no assurance as to the liquidity of the trading market for our Subordinate VotingFixed Shares or Floating Shares.

‎‎Our shareholders may be unable to sell significant quantities of Subordinate VotingFixed Shares or Floating Shares into the public trading markets without a significant reduction in the price of their Subordinate VotingFixed Shares or Floating Shares, or at all. There can be no assurance that there will be sufficient liquidity of the Subordinate VotingFixed Shares or Floating Shares on the trading market, or that we will continue to meet the listing requirements of one or more of the CSE, OTCQX or FRA or achieve listing on any other public listing exchange.

Our Fixed Shares may trade at a price that is not indicative of our performance or at a discount to the Fixed Exchange Ratio‎.

There is no guarantee that the Fixed Shares will trade at a price that reflects our performance or at ‎a price relative to the trading price of the Canopy Shares based upon the Fixed Exchange Ratio. Given the ‎uncertainties regarding the completion of the Acquisition, it is possible the Fixed Shares will trade at a significant ‎discount to the Fixed Exchange Ratio.‎

Our Floating Shares may trade at a price that is not indicative of our performance or the minimum price required to be paid by Canopy pursuant to the Floating Call Option.

The intrinsic value of the Floating Shares is indeterminate. There is no guarantee that the Floating Shares will trade ‎at a price that reflects our performance nor at the minimum price required to be paid by Canopy pursuant to the Floating Call Option. Moreover, the Floating Shares will not trade at a price that ‎is necessarily proportionate to the trading price of the Fixed Shares. ‎

Our credit agreements contain restrictive covenants which may adversely limit management’s discretion in operating our business.

Our credit agreements and the Debenture contain restrictive ‎covenants that limit the discretion of management with respect to certain limited matters. A failure to comply with ‎these terms could result in an event of default which, if not cured or ‎waived, could result in accelerated repayment ‎and may have a material and adverse consequence on our business, operations or financial condition, ‎on a consolidated basis.‎

The Arrangement Agreement contains restrictive covenants which may adversely limit management’s discretion in operating our business.

The Arrangement Agreement contains restrictive covenants that may potentially impair the discretion of our ‎management with respect to certain business matters. These covenants place restrictions on, among other things, ‎the ability of us to make any material change to the nature of its business, to pay distributions or make ‎certain other payments, to create liens or encumbrances not permitted by the Arrangement Agreement and to sell ‎or otherwise dispose of certain assets. A failure to comply with these terms, if not cured or waived, could result in a ‎breach of the Arrangement Agreement. ‎

If we do not comply with the initial business plan set forth in the Proposal Agreement, there may be significant restrictions on the operation of our business and Canopy may not be required to complete the Acquisition.

Pursuant to the Arrangement Agreement, we are required to comply with the initial business plan set forth in the Proposal Agreement (the “Initial Business Plan”). The Initial Business Plan sets forth certain Pro-Forma Net Revenue Targets (as defined in the Arrangement Agreement) and Consolidated Adj. EBITDA Targets (as defined in the Arrangement Agreement) for each applicable fiscal year of the Initial Business Plan.

If, at the end of a fiscal quarter (commencing with the fiscal quarter dated December 31, 2020), our Pro-Forma Revenue (as defined in the Arrangement Agreement) is less than‎ 90% of the Pro-Forma Net Revenue Target set forth in the Initial Business Plan or if the Consolidated EBITDA (as defined in the Arrangement Agreement) is less than 90% of the Consolidated Adj. EBITDA Target set forth in the Initial Business Plan, an Interim Failure to Perform (as defined in the Arrangement Agreement) will be deemed to have occurred and the Austerity Measures (as defined in the Arrangement Agreement) will become applicable. The Austerity Measures place significant restrictions on our ability to take certain actions in the operation of our business. Among other things, the Austerity Measures prevent us from issuing any Fixed Shares, Fixed Multiple Shares or Floating Shares, granting any New Options (as defined in the Arrangement Agreement) or Floating Options (as defined in the Arrangement Agreement), entering into any contract in respect of Company Debt (as defined in the Arrangement Agreement) (other than in the ordinary course of business), or paying any fees owing to members of our Board of Directors (the “Board”). The Austerity Measures also prevent us and our subsidiaries from entering into any business combination, merger or acquisition of assets (other than in the ordinary course of business), from making any new capital investments or incurring any new capital expenditures, and from entering into any contract to dispose of any assets (other than in the ordinary course of business). The Austerity Measures will apply until the non-compliance causing the Interim Failure to Perform is cured by us and our subsidiaries, as applicable. However, if an Interim Failure to Perform occurs and the Austerity Measures are implemented, the ability of us to conduct our business in the ordinary course will be significantly restricted. Accordingly, the occurrence of an Interim Failure to Perform will increase the possibility that a Material Failure to Perform (as defined in the Arrangement Agreement) and/or a Failure to Perform (as defined in the Arrangement Agreement) will occur.

A Material Failure to Perform will be deemed to occur if our Pro-Forma Revenue is less than 80% ‎of the Pro-Forma Net Revenue Target or the Consolidated EBITDA is less than 80% of the Consolidated Adj. EBITDA Target, ‎as determined on an annual basis (commencing in respect of the fiscal year ending December 31, 2021). The occurrence of a Material Failure to Perform is considered a breach of a material term of the Arrangement Agreement incapable of being cured. Consequently, certain restrictive covenants under the Arrangement Agreement which relate to exclusivity and non-competition of Canopy in favor of us, including the restriction preventing Canopy from acquiring a competitor of ours ‎in the ‎United States, will terminate. In addition, the occurrence of a Material Failure to Perform is likely to constitute an event of default under the Debenture, causing the Hempco Loan to become immediately due and payable. If the Hempco Loan is required to be repaid prior to the maturity date, it would have an immediate and lasting material adverse effect on us and our ability to complete the Acquisition.

In addition, if our Pro-Forma Revenue is less than 60% of the Pro-Forma Net Revenue Target or the Consolidated EBITDA is less than 60% of the Consolidated Adj. EBITDA Target for the trailing 12 month ‎period ending on the date that is 30 days prior ‎to the proposed Acquisition Time, a Failure to Perform shall occur and a ‎material adverse impact will be deemed to have occurred ‎for purposes of Section ‎‎6.2(2)(h) of the Arrangement Agreement. In the event of a Failure to Perform, Canopy will ‎not be required ‎to complete the Acquisition.

If certain U.S. states do not legalize recreational cannabis use within a proximate timeframe, we may not be able to comply with the Initial Business Plan which may result in significant restrictions on the operation of our business and Canopy may not be required to Complete the Acquisition.

The Initial Business Plan has been prepared based on the assumption that certain regulatory initiatives legalizing recreational cannabis will be approved in Connecticut, Massachusetts, New York, Pennsylvania, Illinois, New Jersey, New Hampshire, Maine and Ohio within a proximate timeframe. If some or all of the anticipated regulatory initiatives do not occur in the foregoing states within the contemplated timeline, or at all, it will have a significant adverse impact on our ability to meet the Pro-Forma Net Revenue Targets and Consolidated Adj. EBITDA Targets prescribed in the Initial Business Plan, which will likely result in an Interim Failure to Perform that could lead to a Material Failure to Perform and ultimately, a Failure to Perform.

If Canopy fails to complete the Acquisition or the Acquisition is completed on different ‎terms, there could be a material adverse effect ‎on our business.

There can be no assurance that the Acquisition will be completed, or if completed, that it will be ‎completed on the same or similar terms to those set out in the Arrangement Agreement. The completion ‎of the Acquisition is subject to the satisfaction of a number of conditions which include, among others, ‎‎(i) obtaining necessary approvals, including the Acquisition Regulatory Approvals (as defined in the Arrangement Agreement), (ii) performance by us, and Canopy, of our, and their, respective ‎obligations and covenants in the Arrangement Agreement, and (iii) cannabis production, distribution and sale becoming legal under United States federal law, or being removed from regulation under such law. If these conditions are not fulfilled or waived or the ‎Acquisition is not completed for any other reason, our shareholders will not receive the Consideration Shares (as defined in the Arrangement Agreement) and, if applicable, the Floating Cash Consideration (as defined in the Arrangement Agreement). Certain of these conditions, including the occurrence of the Triggering Event Date, are outside of our control. ‎There can be no certainty, nor can we provide any assurance, that all conditions precedent will be satisfied or waived, ‎or, if satisfied or waived, when they will be satisfied or waived and, accordingly, the Acquisition may not be completed.‎

In addition, if the Acquisition is not completed, our ongoing business may be adversely ‎affected as a result of the costs (including opportunity costs) incurred in respect of pursuing the ‎Acquisition, and we could experience negative reactions from the financial markets, which ‎could cause a decrease in the market price of the Fixed Shares, particularly if the market price ‎reflects market assumptions that the Acquisition will be completed or completed on certain terms. We may also experience negative reactions from our customers and employees and there could be ‎negative impact on our ability to attract future acquisition opportunities. Failure to complete ‎the Acquisition or a change in the terms of the Acquisition could each have a material adverse effect ‎on Acreage’s business, financial condition and results of operations.

If we issue more Fixed Shares than permitted under the Arrangement Agreement or if we, or one of our subsidiaries, make a $20,000,000 payout in certain situations, the holders of our Fixed Shares or Floating Shares may receive fewer Canopy Shares upon completion of the Acquisition.

There is a fixed maximum number of Canopy Shares that may be issued in connection with the ‎Acquisition. In the event that we issue more Fixed Shares than the permitted threshold under ‎the Arrangement Agreement or if we or any of our subsidiaries ‎are required to make a payout over $20,000,000 in order to either (i) settle, (ii) satisfy a ‎judgment, or (iii) acquire the disputed minority non-controlling interest, in connection with the claim filed by EPMMNY ‎LLC against certain of our subsidiaries‎, the Fixed Exchange Ratio will be automatically reduced‎. In addition, in the event ‎that we issue more Floating Shares than the permitted threshold under ‎the Arrangement Agreement, the Floating Ratio will be ‎automatically reduced. Any such reduction of the Fixed Exchange Ratio or Floating Ratio will result in the holders of Fixed Shares or Floating Shares, as applicable, receiving fewer Canopy Shares upon ‎completion of the Acquisition.

Risks Related to our Articles of Incorporation

Our Articles of Incorporation contain a forum selection provision under Article 30, which, among other things, identifies the Supreme Court of British Columbia and the Court of Appeal of ‎British Columbia as the exclusive forum for certain litigation‎. Given that, under United States law, investors cannot waive compliance by us with U.S. federal securities laws, it is uncertain whether the forum selection provision applies to actions arising under U.S. federal securities laws, and if it does, whether a British Columbia Court would enforce such provision. It is also uncertain whether a breach of U.S. securities law in and of itself would give rise to a direct cause of action in British Columbia, although indirect causes of action may arise thereunder as a result of, without limitation, breach, misrepresentation or the like. In the event it was determined that the forum selection provision applies to actions arising under U.S. federal securities laws or, if it did, a British Columbia court refused to enforce such provision or a breach of U.S. securities law did not give rise to a cause of action in British Columbia, there is a risk that we would be required to litigate any such breach in a jurisdiction which is less favorable to us, which could result in additional costs and financial losses that could have a material adverse effect on our business.

Risks Related to the United States Regulatory System

Our employees, ‎directors, officers, managers and/or investors could face detention, denial of entry or lifetime bans from the ‎‎United States for their business associations with us.

Because cannabis remains illegal under United States federal law, those investing in Canadian companies with ‎‎operations in the United States cannabis industry could face detention, denial of entry or lifetime bans from the ‎‎United States for their business associations with United States cannabis businesses. Entry happens at the sole ‎‎discretion of U.S. Customers and Border Protection (“CBP”) officers on duty, and these officers have wide latitude ‎to ask questions to determine the ‎admissibility of a non-United States citizen or foreign national. The government of Canada ‎has started warning travelers on its ‎website that previous use of cannabis, or any substance prohibited by United ‎States federal laws, could mean denial ‎of entry to the United States. Business or financial involvement in the ‎cannabis industry in the United States could ‎also be reason enough for United States border guards to deny entry. ‎On September 21, 2018, CBP released a ‎statement outlining its current position with respect to enforcement of the ‎laws of the United States. It stated that ‎Canada’s legalization of cannabis will not change CBP enforcement of ‎United States laws regarding controlled ‎substances and because cannabis continues to be a controlled substance ‎under United States law, working in or ‎facilitating the proliferation of the legal cannabis industry in U.S. states ‎where it is deemed legal may affect ‎admissibility to the United States. On October 9, 2018, CBP released an ‎additional statement regarding the ‎admissibility of Canadian citizens working in the legal cannabis industry. CBP ‎stated that a Canadian citizen ‎working in or facilitating the proliferation of the legal cannabis industry in Canada ‎coming into the United States for ‎reasons unrelated to the cannabis industry will generally be admissible to the ‎United States; however, if such person ‎is found to be coming into the United States for reasons related to the ‎cannabis industry, such person may be ‎deemed inadmissible. As a result, CBP has affirmed that, employees, ‎directors, officers, managers and investors of ‎companies involved in business activities related to cannabis in the ‎United States who are not ‎United States citizens face the risk of being barred from entry into the United States for ‎life.‎

Uncertainty regarding the regulations under the U.S. 2018 Farm Bill, and undeveloped shared state-federal regulations over hemp cultivation and production, may impact our hemp business.

The Agriculture Improvement Act of 2018, otherwise known as the Farm Bill was signed into law on December 20, 2018. Under Section 10113 of the Farm Bill, state departments of agriculture must consult with the state’s governor and chief law enforcement officer to devise a plan that must be submitted to the Secretary of the U.S. Department of Agriculture the “USDA”). A state’s plan to license and regulate hemp can only commence once the Secretary of USDA approves that state’s plan. In states opting not to devise a hemp regulatory program, the USDA will need to construct a regulatory program under which hemp cultivators in those states must apply for licenses and comply with a federally-run program. Even if a state creates a plan in conjunction with its governor and chief law enforcement officer, the Secretary of the USDA must approve such plan. There can be no guarantee that any state plan will be approved. Review times may be extensive. Although interim rules for hemp production under the Farm Bill are now in place federally, the timing of finalized federal rules and regulations, in addition to state specific rules and regulations, cannot be assured. There may be amendments and the ultimate plans, if approved by the states and the USDA, may materially limit our hemp business depending upon the scope of the regulations.

Laws and regulations affecting our industry governing operations under the Farm Bill are in development.

As a result of the Farm Bill’s recent passage, there will be a constant evolution of laws and regulations affecting the hemp industry that could detrimentally affect our operations. Local, state and federal hemp laws and regulations may be broad in scope and subject to changing interpretations. These changes may require us to incur substantial costs associated with legal and compliance fees and ultimately require us to alter our business plan. Furthermore, violations of these laws, or alleged violations, could disrupt our business and result in a material adverse effect on our operations. In addition, we cannot predict the nature of any future laws, regulations, interpretations or applications, and it is possible that regulations may be enacted in the future that will be directly applicable to our business.

The possible FDA Regulation of hemp and industrial hemp-derived CBD, and the possible registration of facilities where hemp is grown and hemp-derived products are produced, if implemented, could negatively affect our hemp business.

As a result of the passage of the Farm Bill, at some indeterminate future time, the U.S. Food and Drug Administration (“FDA”)  may choose to change its position concerning products containing hemp, or cannabidiol (“CBD”)  derived from hemp, and may choose to enact regulations that are applicable to such products, including, but not limited to: the processing of hemp into hemp products; regulations covering the physical facilities where hemp is grown and/or processed; and possible testing to determine efficacy and safety of products containing hemp-derived CBD. In this hypothetical event, the proposed products, which we plan to introduce will likely contain CBD and may be subject to regulation. In the hypothetical event that some or all of these regulations are imposed, we do not know what the impact would be on the hemp industry in general, and what costs, requirements and possible prohibitions may be enforced. If we are unable to comply with the conditions and possible costs of possible regulations and/or registration, as may be prescribed by the FDA, we may be unable to continue to operate segments of our hemp business.

Our current officers and directors do not have experience in the hemp business.

Although management has business experience in cannabis, they have limited experience in the hemp-based product business or retail business. Therefore, without industry-specific experience, their business experience may not be enough to effectively start-up and maintain a hemp-based product company. As a result, the implementation of our hemp business plan may be delayed, or eventually, unsuccessful.

USE OF PROCEEDS

‎‎Assuming the exercise of all of the previously issued Fixed Warrants and Floating Warrants, we will receive gross proceeds of $35,294,114.$24,340,756. We do not expect to pay any expenses in connection with the exercise of any Warrant exercises.Fixed Warrants or Floating Warrants.

‎‎The net proceeds from the exercise of the Fixed Warrants and Floating Warrants will be used to fund our working capital and for general corporate purposes.

‎‎We cannot estimate precisely the allocation of the net proceeds from the exercise of the Fixed Warrants and Floating Warrants. Accordingly, our management team will have broad discretion in the application of the net proceeds of this offering.

DILUTION

Fixed Share Dilution

Net tangible book value per share represents the amount of total tangible assets less total liabilities attributable to the Fixed Share class, divided by the number of Subordinate VotingFixed Shares outstanding as of December 31, 2019.June 30, 2020.

‎‎After giving effect to the issuance of an aggregate of 6,085,192 Subordinate Voting4,259,633 Fixed Shares in this offering at an exercise price of $5.80,$4.00, our pro forma as adjusted net tangible book value as of December 31, 2019June 30, 2020 would have been $138,359,555,$114,492,572, or $1.86$1.55 per Subordinate VotingFixed Share. This represents an immediate increase in net tangible book value of $0.35$0.15 per Subordinate VotingFixed Share to our already existing shareholders and an immediate dilution in net tangible book value of $3.94$2.45 per Subordinate VotingFixed Share to purchasers in this offering.

Floating Share Dilution

‎‎Net tangible book value per share represents the amount of total tangible assets less total liabilities attributable to the Floating Share class, divided by the number of Floating Shares outstanding as of June 30, 2020.

‎‎After giving effect to the issuance of an aggregate of 1,825,556 Floating Shares in this offering at an exercise price of $4.00, our pro forma as adjusted net tangible book value as of June 30, 2020 would have been $49,068,241, or $1.55 per Floating Share. This represents an immediate increase in net tangible book value of $0.15 per Floating Share to our already existing shareholders and an immediate dilution in net tangible book value of $2.45 per Floating Share to purchasers in this offering.

The following table illustrates this calculation on a per share basis:basis for each respective share class:

‎The above discussion and table are based on 74,262,030 Subordinate Voting69,467,699 Fixed Shares and 29,822,131 Floating Shares issued and outstanding as of December 31, 2019June 30, 2020 on a pro forma basis, after giving effect to the Capital Reorganization, and excludes:excludes (i) Subordinate VotingFixed and Floating Shares issuable upon exercise of outstanding options and (ii) Subordinate VotingFixed and Floating Shares authorized and available for issuance under our equity compensation plans.plan.

PLAN OF DISTRIBUTION

‎‎We are offering, 6,085,192 Subordinate Votingas part of the February 2020 Offering, 4,259,633 Fixed Shares issuable upon the exercise of the outstandingFixed Warrants previously issued by us as partand 1,825,556 Floating Shares issuable upon the exercise of the February 2020 Offering. Subordinate VotingFloating Warrants.

The Fixed Shares issued upon the exercise of the outstandingFixed Warrants will tradebe listed on the CSE under the trading symbol “ACRG.A.U”, quoted on the OTCQX under the trading symbol “ACRGF”,“ACRHF” and traded on the FRA under the trading symbol “0VZ1”. The Floating Shares issued upon the exercise of the Fixed Warranted will be listed on the CSE under the trading symbol “ACRG.U”“ACRG.B.U”, quoted on the OTCQX under the trading symbol “ACRDF” and traded on the FRA under the trading symbol “0VZ”“0VZ2”.

‎‎The Subordinate VotingFixed Shares issuable upon the exercise of the Fixed Warrants and the Floating Shares issuable upon the exercise of the Floating Warrants will not be offered through underwriters, brokers or dealers. We will not pay any compensation in connection with the offering of the Subordinate VotingFixed Shares upon exercise of the Fixed Warrants or the Floating Shares upon exercise of the Floating Warrants. Pursuant to the terms of the Fixed Warrants and Floating Warrants, the Subordinate VotingFixed Shares and Floating Shares, as applicable, will be distributed to those Warrant holders who properly exercise their Warrantswarrants and deliver payment of the aggregate exercise price, in accordance with the terms of such Warrants.warrants.

DESCRIPTION OF SUBORDINATE VOTINGFIXED SHARES

‎‎Holders of Subordinate VotingFixed Shares are entitled to notice of and to attend at any meeting of our shareholders, except a meeting atof which only holders of another particular class or series of our shares shall have the right to vote. At each such meeting, holders of Subordinate VotingFixed Shares are entitled to one vote in respect of each Subordinate VotingFixed Share held.

‎‎As long as any Subordinate VotingFixed Shares remain outstanding, we may not, without the consent of the holders of the Subordinate VotingFixed Shares expressed by separate special resolution, alter or amend our Articles if the result would prejudice or interfere with any right or special right attached to the Subordinate VotingFixed Shares.

‎‎Holders of Subordinate VotingFixed Shares are entitled to receive, as and when declared by our Board, of Directors, dividends in cash or in our property. No dividend may be declared on the Subordinate VotingFixed Shares unless we simultaneously declare dividends on our Class B proportionate voting shares (the “Proportionate Votingon: (i) ‎the Fixed Multiple Shares,”) in an amount per Fixed Multiple Share equal to the dividendamount of the ‎dividend declared on‎per Fixed Share; and (ii) the Subordinate VotingFloating Shares, multiplied by 40, and on our Class C multiple voting shares (the “Multiple Voting Shares”) in an amount per ‎Floating Share equal to the amount of the dividend declared on the Subordinate Voting Shares.‎declared per Fixed Share.

‎‎In the event of ourthe liquidation, dissolution or winding-up, whether voluntary or involuntary, or in the event of any other distribution of our assets among our shareholders for the purpose of winding up our affairs, the holders of Subordinate VotingFixed Shares are entitled to participatepari passu with the holders of Proportionate VotingFloating Shares and Fixed Multiple Voting Shares, with the amount of such distribution per Subordinate VotingFixed Share equal to each of: (i) the amount of such distribution per Proportionate Voting Share, divided by 40;Floating Share; and (ii) the amount of such distribution per Fixed Multiple Voting Share.

‎‎Holders of Subordinate VotingFixed Shares are not entitled to a right of first refusal to subscribe for, purchase or receive any part of any issue of shares, or bonds, debentures or our other securities.

‎‎There may be no subdivision or consolidation of the Subordinate VotingFixed Shares unless, simultaneously, the Proportionate VotingFloating Shares and Fixed Multiple Voting Shares are subdivided or consolidated utilizing the same divisor or multiplier.

Any Fixed Shares issued pursuant to this Prospectus, or to a prospectus supplement, will be subject in all respects to the Canopy Call Option to acquire such Fixed Shares.

Forum Selection Provision

Our Articles of Incorporation contain a forum selection provision under Article 30, which, among other things, identifies the Supreme Court of British Columbia and the Court of Appeal of ‎British Columbia as the exclusive forum for certain litigation, however, it is uncertain whether such provision would apply to actions arising under U.S. federal securities laws, and if it does, whether a British Columbia Court would enforce such provision given that investors cannot waive compliance by us with U.S. federal securities laws. If the forum selection provision does in fact apply to a cause of actions arising under U.S. federal securities laws and a British Columbia court were to enforce Article 30 of our Articles of Incorporation, it is nevertheless true that investors cannot waive compliance by us with U.S. federal securities laws and the rules and regulations thereunder, which would seemingly include procedural and therefore likely jurisdictional provisions. It also remains uncertain as to whether a breach of U.S. securities law in and of itself would give rise to a direct cause of action in British Columbia. We believe that if a British Columbia Court were to enforce Article 30 of our Articles of Incorporation in an action brought by an investor against us under U.S. federal securities laws, the investor would be obliged to bring such action in a British Columbia Court and prove U.S. federal securities laws by expert evidence in such an action.

DESCRIPTION OF FLOATING SHARES

Holders of Floating Shares are entitled to notice of and to attend at any meeting of our shareholders, except a meeting of which only holders of another particular class or series of our shares shall have the right to vote. At each such meeting, holders of Floating Shares are entitled to one vote in respect of each Floating Share held.

As long as any Floating Shares remain outstanding, we may not, without the consent of the holders of the Floating Shares expressed by separate special resolution, alter or amend our Articles if the result would be to prejudice or interfere with any right or special right attached to the Floating Shares or affect the rights of the holders of Fixed Shares, Floating Shares or Fixed Multiple Shares on a per share basis. In connection with the exercise of the voting rights in respect of any such approvals, each holder of Floating Shares has one vote in respect of each Floating Share held.

Holders of Floating Shares are entitled to receive, as and when declared by the Board, dividends in cash or our property. No dividend may be declared on the Floating Shares unless we simultaneously declare dividends on: (i) the Fixed Shares in an amount equal to the dividend declared per Floating Shares; and (ii) on the Fixed Multiple Shares in an amount equal to the dividend declared per Floating Share.

In the event of the liquidation, dissolution or winding-up, whether voluntary or involuntary, or in the event of any other distribution of assets among our shareholders for the purpose of winding up our affairs, the holders of Floating Shares are entitled to participate pari passu with: (i) the holders of Fixed Shares in an amount equal to the amount of such distribution per Fixed Share; (ii) the holders of Fixed Multiple Share in an amount equal to the amount of such distribution per Fixed Multiple Share.

Holders of Floating Shares are not entitled to a right of first refusal to subscribe for, purchase or receive any part of any issue of shares, or bonds, debentures or our other securities.

There may be no subdivision or consolidation of the Floating Shares unless, simultaneously, the Fixed Shares and Fixed Multiple Shares are subdivided or consolidated using the same divisor or multiplier.

Any Floating Shares issued pursuant to this Prospectus, or to a prospectus supplement, will be subject in all respects to the Canopy Call Option to acquire such Floating Shares.

Forum Selection Provision

Our Articles of Incorporation contain a forum selection provision under Article 30, which, among other things, identifies the Supreme Court of British Columbia and the Court of Appeal of ‎British Columbia as the exclusive forum for certain litigation, however, it is uncertain whether such provision would apply to actions arising under U.S. federal securities laws, and if it does, whether a British Columbia Court would enforce such provision given that investors cannot waive compliance by the us with U.S. federal securities laws. If the forum selection provision does in fact apply to a cause of actions arising under U.S. federal securities laws and a British Columbia court were to enforce Article 30 of our Articles of Incorporation, it is nevertheless true that investors cannot waive compliance by us with U.S. federal securities laws and the rules and regulations thereunder, which would seemingly include procedural and therefore likely jurisdictional provisions. It also remains uncertain as to whether a breach of U.S. securities law in and of itself would give rise to a direct cause of action in British Columbia. We believe that if a British Columbia Court were to enforce Article 30 of our Articles of Incorporation in an action brought by an investor against us under U.S. federal securities laws, the investor would be obliged to bring such action in a British Columbia Court and prove U.S. federal securities laws by expert evidence in such an action.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of DLA Piper (Canada) LLP, counsel to the Company, the following is a general summary, as of the date hereof, of the principal Canadian federal income tax considerations under the Income Tax Act(Canada) (the “Tax Act”) generally applicable to an investor who, as beneficial owner, acquires Subordinate VotingFixed Shares on the exercise of Fixed Warrants or Floating Shares on the exercise of Floating Warrants, as capital property and deals at arm'sarm’s length with the Company and is not affiliated with the Company (a “‎Holder”‎). Generally, the Subordinate VotingFixed Shares and Floating Shares will be considered to be capital property to a Holder unless they are held or acquired in the course of carrying on a business of trading in or dealing in securities or as part of an adventure or concern in the nature of trade. In this summary, the Fixed Shares and Floating Shares are collectively referred to as the “Subordinate Voting Shares” and the Fixed Warrants and Floating Warrants are collectively referred to as the “Warrants”.

This summary is based on the facts set out in this Prospectus, Supplement, the current provisions of the Tax Act (including the regulations thereunder), all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) (“‎Tax Proposals”‎) before the date of this Prospectus, Supplement, the current published administrative policies and assessing practices of the Canada Revenue Agency and the Canada - United States Tax Convention (1980), as amended (the “‎Treaty”‎). No assurance can be made that the Tax Proposals will be enacted in the form proposed or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except as mentioned above, does not take into account or anticipate any changes in law or administrative policy or assessing practice, whether by legislative, regulatory, administrative or judicial decision or action, nor does it take into account provincial, or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representation concerning the tax consequences to any particular Holder or prospective Holder are made. Accordingly, prospective Holders should consult their own tax advisors with respect to an investment in the Offering having regard to their particular circumstances.

Exercise of Warrants

No gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Subordinate Voting Share. When a Warrant is exercised, the Holder'sHolder’s cost of the Subordinate Voting Share acquired thereby will be the aggregate of the Holder'sHolder’s adjusted cost base of such Warrant and the exercise price paid for the Subordinate Voting Share. The Holder'sHolder’s adjusted cost base of the Subordinate Voting Share so acquired will be determined by averaging such cost with the adjusted cost base to the Holder of all Subordinate Voting Shares owned by the Holder as capital property immediately prior to such acquisition.

Holders Resident in Canada

This portion of the summary applies to a Holder who, for purposes of the Tax Act and at all relevant times, is or is deemed to be a resident of Canada (a “‎ResidentCanadian Holder”‎). ResidentCanadian Holders whose Subordinate Voting Shares do not otherwise qualify as capital property may in certain circumstances make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their Subordinate Voting Shares and every other “‎Canadian security”‎ (as defined in the Tax Act) owned by such ResidentCanadian Holder in the taxation year of the election and in all subsequent taxation years deemed to be capital property. ResidentCanadian Holders should consult their own tax advisors with respect to whether the election is available and advisable in their particular circumstances.

This summary is not applicable to: (a) a ResidentCanadian Holder that is a “‎financial institution”‎, as defined in the Tax Act for purposes of the mark-to-market rules, (b) a ResidentCanadian Holder, an interest in which would be a “‎tax shelter investment”‎ as defined in the Tax Act, (c) a ResidentCanadian Holder that is a “‎specified financial institution”‎ as defined in the Tax Act, or (d) a ResidentCanadian Holder which has made an election under the Tax Act to determine its Canadian tax results in a foreign currency. This summary does not apply to a ResidentCanadian Holder who has entered or will enter into a “‎derivative forward agreement”‎ under the Tax Act with respect to the Subordinate Voting Shares. This summary does not address the possible application of the “‎foreign affiliate dumping”‎ rules that may be applicable to a ResidentCanadian Holder that is a corporation resident in Canada (for the purposes of the Tax Act) and is, or becomes, or does not deal at arm'sarm’s length with a corporation resident in Canada that is, or that becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the Subordinate Voting Shares, controlled by a non-resident corporation individual, trust‎(or pursuant to the Proposed Amendments, a non-resident person or a group of persons comprised of any ‎‎combination of non-resident corporations, non-resident individuals or non-resident trusts and/or corporations whothat do not deal with each ‎‎other at arm's lengthlength),‎ for purposes of the rules in section 212.3 of the Tax Act. Any such ResidentCanadian Holder to which this summary does not apply should consult its own tax advisor with respect to the tax consequences of the Offering.

For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Subordinate Voting Shares (including dividends, adjusted cost base and proceeds of disposition) must generally be expressed in Canadian Dollars. Amounts denominated in any other currency must be converted into Canadian Dollars generally based on the exchange rate quoted by the Bank of Canada on the date such amounts arise or such other rate of exchange as is acceptable to the Minister of National Revenue (Canada).

Dividends on Subordinate Voting Shares

In the case of a ResidentCanadian Holder who is an individual, dividends received or deemed to be received on the Subordinate Voting Shares will be included in computing the Resident Holder'sCanadian Holder’s income and will be subject to the gross-up and dividend tax credit rules that apply to taxable dividends received from taxable Canadian corporations. Provided that appropriate designations are made by the Company, any such dividend will be treated as an “‎eligible dividend”‎ for the purposes of the Tax Act and a ResidentCanadian Holder who is an individual will be entitled to an enhanced dividend tax credit in respect of such dividend. There may be limitations on the Company'sCompany’s ability to designate dividends and deemed dividends as eligible dividends.

Dividends received or deemed to be received on the Subordinate Voting Shares by a ResidentCanadian Holder that is a corporation will be required to be included in computing the corporation'scorporation’s income for the taxation year in which such dividends are received, but such dividends will generally be deductible in computing the corporation'scorporation’s taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a ResidentCanadian Holder that is a corporation as proceeds of disposition or a capital gain. ResidentCanadian Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A ResidentCanadian Holder that is a “‎private corporation”‎ or a “‎subject corporation”‎ (each as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax on dividends received or deemed to be received on the Subordinate Voting Shares to the extent that such dividends are deductible in computing the Resident Holder'sCanadian Holder’s taxable income for the taxation year.

Dividends received by a ResidentCanadian Holder who is an individual (including certain trusts) may result in such ResidentCanadian Holder being liable for alternative minimum tax under the Tax Act. ResidentCanadian Holders who are individuals should consult their own tax advisors in this regard.

A ResidentAs the Company is treated as a U.S. corporation for U.S. federal income tax ‎purposes‎ pursuant to section 7874 of ‎the Code, ‎ a Canadian Holder may be subject to United States withholding tax on dividends received on the Subordinate Voting Shares (see “‎Certain U.S. Federal Income Tax Considerations”‎). Any United States withholding tax paid by or on behalf of a ResidentCanadian Holder in respect of dividends received on the Subordinate Voting Shares by a ResidentCanadian Holder may be eligible for foreign tax credit or deduction treatment where applicable under the Tax Act. Generally, a foreign tax credit in respect of a tax paid to a particular foreign country is limited to the Canadian tax otherwise payable in respect of income sourced in that country. Dividends received on the Subordinate Voting Shares by a ResidentCanadian Holder may not be treated as income sourced in the United States for these purposes. ResidentCanadian Holders should consult their own tax advisors with respect to the availability of any foreign tax credits or deductions under the Tax Act in respect of any United States withholding tax applicable to dividends on the Subordinate Voting Shares.

Dispositions of Subordinate Voting Shares

Upon a disposition or deemed disposition of a Subordinate Voting Share, a capital gain (or loss) will generally be realized by a ResidentCanadian Holder to the extent that the proceeds of disposition are greater (or less) than the aggregate of the adjusted cost base of such Subordinate Voting Share to the ResidentCanadian Holder immediately before the disposition and any reasonable costs of disposition. The adjusted cost base of a Subordinate Voting Share to a ResidentCanadian Holder will be determined in accordance with the Tax Act by averaging the cost to the ResidentCanadian Holder of a Subordinate Voting Share with the adjusted cost base of all other Subordinate Voting Shares held by the ResidentCanadian Holder as capital property. Such capital gain (or capital loss) will be subject to the treatment described below under “‎Holders Resident in Canada — Taxation of Capital Gains and Capital Losses”‎.

Taxation of Capital Gains and Capital Losses

One-halfGenerally, one-half of aany capital gain realized by a Canadian Holder in a taxation year will be included in ‎computing the Canadian Holder’s income in that taxation year (a “‎“taxable capital gain”‎) must be includedand, generally, one-half ‎of any capital loss realized in a Resident Holder's income. One-half of a capital losstaxation year (an “‎“allowable capital loss”‎) will generallymust be deductible by a Resident Holder againstdeducted from the taxable capital‎capital gains realized by the Canadian Holder in thatthe same taxation year, and allowablein accordance with the rules contained in ‎the Tax Act. Allowable capital losses in excess of taxable capital gains for therealized by a Canadian Holder in a ‎particular taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward‎forward and deducted in any subsequent taxation year (againstagainst net taxable capital gains realized by the Canadian ‎Holder in such years)taxation year, subject to and in accordance with the rules contained in the Tax Act. ‎

Capital gains realized by an individual and certain trusts may give rise to a liability for alternative minimum tax ‎under the Tax Act. A Canadian Holder that is, throughout the year, a “Canadian-controlled private corporation”, as ‎defined in the Tax Act, may be subject to an additional refundable tax on its “aggregate investment income” which ‎is defined to include taxable capital gains. ‎

The amount of any capital loss realized by a Canadian Holder that is a corporation on the disposition of a Subordinate Voting Share may be reduced by the ‎amount of dividends received or deemed to be received by it on such share (or on a share for which the share has ‎been substituted) to the extent and under the circumstances prescribed by the Tax Act. Similar rules may apply ‎where a corporation is a member of a partnership or a beneficiary of a trust that owns shares, directly or indirectly, ‎through a partnership or a trust. Canadian Holders to whom these rules may apply should consult their own tax ‎advisors. ‎

As the Company is treated as a U.S. corporation for U.S. federal income tax ‎purposes‎ pursuant to section 7874 of ‎the Code, a Canadian Holder may be subject to United States tax on a gain realized on the disposition of Subordinate Voting Shares if ‎the Company is classified as a United ‎States real property holding corporation under the Code. United States tax, if any, levied on any gain realized on a ‎disposition ‎of a Subordinate Voting Share may be eligible for a foreign tax credit under the Tax Act to the ‎extent and under the ‎circumstances described in the Tax Act. If the Resident Holder isGenerally, a corporation, any such capital loss realized on the sale of shares may in certain circumstances be reduced by the amount of any dividends, including deemed dividends, which have been received on such shares. Analogous rules apply to a partnership or certain trusts of which a corporation is a member or beneficiary. Taxable capital gains realized by a Resident Holder who is an individual (including certain trusts) may give rise to alternative minimumforeign tax depending on the Resident Holder's circumstances. A “‎Canadian-controlled private corporation”‎ (as defined in the Tax Act) may be liable to pay a refundable tax on certain investment income, including an amountcredit in respect of a taxable capital gain arising fromtax paid ‎to a particular foreign ‎country is limited to the Canadian tax otherwise payable in respect of income sourced in that ‎country. Gains ‎realized on the disposition of a Subordinate Voting Shares.Share by a ‎Canadian Holder may not be treated as income sourced in the ‎United States for these purposes. Canadian Holders ‎should consult their own tax advisors with respect to the ‎availability of a foreign tax credit, having regard to their ‎own particular circumstances.‎

Non-ResidentNon-Canadian Holders

This section of the summary applies to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, and at all relevant times, is not, and is not deemed to be, resident in Canada, and does not use or hold, and is not deemed to use or hold, the Subordinate Voting Shares in the course of carrying on a business in Canada (a “Non-ResidentNon-Canadian Holder”‎). This section does not apply to an insurer who carries on an insurance business in Canada and elsewhere.elsewhere or an “authorized foreign bank” (as defined in the Tax Act)‎. Such Non-ResidentNon-Canadian Holders should consult their own tax advisors.

Dividends on Subordinate Voting Shares

Dividends paid or credited or deemed to be paid or credited to a Non-ResidentNon-Canadian Holder on the Subordinate Voting Shares will be subject to Canadian withholding tax. The Tax Act imposes withholding tax at a rate of 25% on the gross amount of the dividend, although such rate may be reduced by virtue of an applicable tax treaty. For example, under the Treaty, where dividends on the Subordinate Voting Shares are considered to be paid to a Non-ResidentNon-Canadian Holder that is the beneficial owner of the dividends and is a U.S. resident for the purposes of, and is entitled to all of the benefits of, the Treaty, the applicable rate of Canadian withholding tax is generally reduced to 15%. The Company will be required to withhold the applicable withholding tax from any dividend and remit it to the Canadian government for the Non-Resident Holder'sNon-Canadian Holder’s account.

Dispositions of Subordinate Voting Shares

A Non-ResidentNon-Canadian Holder who disposes of or is deemed to have disposed of a Subordinate Voting Share will not be subject to income tax under the Tax Act unless the Subordinate Voting Share is, or is deemed to be, “‎taxable Canadian property”‎ (as defined in the Tax Act) of the Non-ResidentNon-Canadian Holder at the time of disposition and the Non-ResidentNon-Canadian Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country of residence of the Non-ResidentNon-Canadian Holder.

Generally, provided that the Subordinate Voting Shares are, at the time of disposition, listed on a “‎designated stock exchange”‎ (which currently includes the CSE), the Subordinate Voting Shares will not constitute taxable Canadian property of a Non-ResidentNon-Canadian Holder unless, at any time during the 60-month period immediately preceding the disposition the following two conditions were met: (i) 25% or more of the issued shares of any class or series of the capital stock of the Company were owned by one or any combination of (a) the Non-ResidentNon-Canadian Holder, (b) persons with whom the Non-ResidentNon-Canadian Holder did not deal at arm'sarm’s length (for the purposes of the Tax Act), and (c) partnerships in which the Non-ResidentNon-Canadian Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) more than 50% of the fair market value of such shares was derived, directly or indirectly, from one or any combination of: (a) real or immovable property situated in Canada, (b) Canadian resource property (as defined in the Tax Act), (c) timber resource property (as defined in the Tax Act) or (d) options in respect of, or interests in any of, the foregoing property, whether or not such property exists. Notwithstanding the foregoing, the Subordinate Voting Shares may otherwise be deemed to be taxable Canadian property to ‎a Non-ResidentNon-Canadian Holder for purposes of the Tax Act in certain circumstances.‎ Non-ResidentNon-Canadian Holders for whom the Subordinate Voting Shares are, or may be, taxable Canadian property should consult their own tax advisors.

In the event that a Subordinate Voting Share constitutes taxable Canadian property of a Non-ResidentNon-Canadian Holder and any capital gain that would be realized on the disposition thereof is not exempt from tax under the Tax Act pursuant to an applicable income tax treaty or convention, the income tax consequences discussed above for ResidentCanadian Holders under “‎Dispositions of Subordinate Voting Shares”‎ will generally apply to the Non-ResidentNon-Canadian Holder. Non-ResidentNon-Canadian Holders should consult their own tax advisor in this regard.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of certain U.S. federal income tax consequences of the acquisition, ownership and disposition of Unit(i) Warrants and (ii) Fixed Shares andor Floating Shares that are issued upon the exercise of Warrants (“Warrant Shares”) that are applicable to U.S. Holders and certain Non-U.S. Holders (as defined below), that acquire the Units pursuant to the Offering.own Warrants or Warrant Shares. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated under the Code (“‎‎Treasury Regulations”‎), administrative pronouncements or practices and judicial decisions, all as of the date hereof. Future legislative, judicial, or administrative modifications, revocations, or interpretations, which may or may not be retroactive, may result in U.S. federal income tax consequences significantly different from those discussed herein. This discussion is not binding on the IRS. No ruling has been or will be sought or obtained from the IRS with respect to any of the U.S. federal tax consequences discussed herein. There can be no assurance that the IRS will not challenge any of the conclusions described herein or that a U.S. court will not sustain such a challenge. This summary assumes that the Unit SharesWarrants are held as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment), in the hands of a shareholderwarrant holder at all relevant times and the Warrant Shares to be issued upon the exercise of the Warrants would be capital assets within the meaning of Section 1221 of the Code.

This summary does not address U.S. federal income tax consequences to holders subject to special rules, including holders that (i) are banks, financial institutions, or insurance companies; (ii) are regulated investment companies or real estate investment trusts; (iii) are brokers, dealers, or traders in securities or currencies; (iv) are tax-exempt organizations; (v) hold the UnitWarrants or Warrant Shares or Warrants as part of hedges, straddles, constructive sales, conversion transactions, or other integrated investments; (vi) acquire the UnitWarrants or Warrant Shares or Warrants as compensation for services or through the exercise or cancellation of employee stock options or warrants; (vii) have a functional currency other than the U.S. dollar; (viii) own or have owned directly, indirectly, or constructively 10% or more of the voting power or value of the Company; or (ix) are U.S. expatriates. In addition, this discussion does not address any U.S. federal estate, gift, or other non-income tax, or any state, local, or non-U.S. tax consequences of the ownership and disposition of the UnitWarrants or Warrant Shares or Warrants or the impact of the alternative minimum tax or the Medicare contribution tax on net investment income.

If an entity classified as a partnership for U.S. federal income tax purposes holds the Unit Shares or Warrants, the U.S. federal income tax treatment of a partner in such partnership generally will depend on the status of such partner and on the activities of the partner and the partnership.

A person that is a partner of an entity classified as a partnership for U.S. federal income tax purposes where such entity holds the UnitWarrants or Warrant Shares or Warrants is urged to consult its tax advisor.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, AND NON-U.S. TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF UNIT SHARESWARRANTS OR WARRANTS.WARRANT SHARES.

U.S. Holders

The discussion in this section is addressed to a holder of Units acquired pursuant to the ‎OfferingWarrants or Warrant Shares that is a “‎‎U.S. Holder”‎ for U.S. federal income tax purposes. As used herein, “‎‎U.S. ‎Holder”‎ means a beneficial owner of the UnitsWarrants or Warrant Shares that is, for U.S. federal income tax ‎purposes, (i) an individual who is a citizen or resident of the United States; (ii) a corporation created ‎or organized under the laws of the United States or any political subdivision thereof, including any ‎State thereof and the District of Columbia; (iii) an estate the income of which is subject to U.S. ‎federal income tax regardless of its source; or (iv) a trust that (a) is subject to the primary ‎jurisdiction of a court within the United States and for which one or more U.S. persons have ‎authority to control all substantial decisions or (b) has a valid election in effect under applicable ‎Treasury Regulations to be treated as a U.S. person.‎

Tax Classification of the Company as a U.S. Domestic Corporation

A corporation is generally considered for U.S. federal income tax purposes to be a tax resident in ‎the jurisdiction of its organization or incorporation. Accordingly, under the generally applicable ‎U.S. federal income tax rules, the Company, which is incorporated under the laws of Canada, ‎would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. ‎federal income tax purposes. However, Section 7874 of the Code, provides an exception to this general rule, under which a non-U.S. incorporated ‎entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax ‎purposes. These rules are complex and there is limited guidance regarding their application.‎

Under Section 7874, a corporation created or organized outside the United States (i.e., a non-U.S. ‎corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes ‎‎(and, therefore, as a U.S. tax resident subject to U.S. federal income tax on its worldwide income) ‎if each of the following three conditions are met: (i) the non-U.S. corporation, directly or indirectly, ‎acquires substantially all of the properties held directly or indirectly by a U.S. corporation ‎‎(including through the acquisition of all of the outstanding shares of the U.S. corporation); (ii) the ‎non-U.S. corporation'scorporation’s “‎expanded affiliated group”‎ does not have “‎substantial business activities”‎ in ‎the non-U.S. corporation'scorporation’s country of organization or incorporation and tax residence relative to the ‎expanded affiliated group'sgroup’s worldwide activities; and (iii) after the acquisition, the former ‎shareholders of the acquired U.S. corporation hold at least 80% (by either vote or value) of the ‎shares of the non-U.S. acquiring corporation by reason of holding shares in the U.S. acquired ‎corporation (taking into account the receipt of the non-U.S. corporation'scorporation’s shares in exchange for the ‎U.S. corporation'scorporation’s shares) as determined for purposes of Section 7874 (this test is referred to as the ‎‎”‎80% ownership test”‎). ‎

For purposes of Section 7874, the Company believes that the three conditions described above have been met by reason of the RTO, and the ‎Company has taken the position that it is treated as a U.S. domestic corporation for U.S. federal income ‎tax purposes. A number of significant and complicated U.S. federal income tax consequences may ‎result from such classification, and this summary does not attempt to describe all such U.S. federal ‎income tax consequences. Section 7874 of the Code and the Treasury Regulations promulgated ‎thereunder do not address all the possible tax consequences that arise from the Company being ‎treated as a U.S. domestic corporation for U.S. federal income tax purposes. Accordingly, there ‎may be additional or unforeseen U.S. federal income tax consequences to the Company that are not ‎discussed in this summary.‎

Generally, the Company will be subject to U.S. federal income tax on its worldwide taxable income ‎‎(regardless of whether such income is “‎‎U.S. source”‎ or “‎‎foreign source”‎) and will be required to ‎file a U.S. federal income tax return annually with the IRS. The Company is subject to tax in Canada. It is unclear how the foreign tax credit rules under the Code will ‎operate in certain circumstances, given the treatment of the Company as a U.S. domestic ‎corporation for U.S. federal income tax purposes and the taxation of the Company in Canada. ‎Accordingly, it is possible that the Company will be subject to double taxation with respect to all or ‎part of its taxable income. It is anticipated that such U.S. and Canadian tax treatment will continue ‎indefinitely and that the UnitWarrant Shares will be treated indefinitely as shares in a U.S. domestic ‎corporation for U.S. federal income tax purposes, notwithstanding future transfers. ‎

Tax Considerations for U.S. Holders

Allocation of Offering Price

Because the components of a Unit are immediately separable, the purchaser of a Special Warrant or Unit generally will be treated, for U.S. federal income tax purposes, as the owner of the underlying Unit Share and Warrant components of the Unit. For U.S. federal income tax purposes, each purchaser of a Unit generally must allocate the purchase price of a Unit between the Unit Share and the Warrant that comprise the Unit based on the relative fair market value of each at the time of issuance. The Company’s allocation of purchase price for its purposes is not binding on the ‎IRS or the U.S. Holder. Counsel to each of the Company and the Agent express no opinion ‎with respect to the Company’s proposed allocation.

The price allocated to each Unit Share and Warrant generally will be the holder's tax basis in such Unit Share or Warrant, as the case may be. Each U.S. Holder is advised to consult its own tax advisor regarding the risks associated with an investment in a Unit (including alternative characterizations of a Unit) and regarding an allocation of the purchase price between the Unit Share and the Warrant that comprise a Unit. The balance of this discussion assumes that the characterization of the Units described above is respected for U.S. federal income tax purposes.

Exercise, Sale, Redemption or Expiration of Warrant

Generally, no U.S. federal income tax will be imposed upon the U.S. Holder of a Warrant upon exercise of such Warrant to acquire Warrant Shares. A U.S. Holder'sHolder’s tax basis in a Warrant will generally be the amount of the purchase price that iswas allocated to the Warrant as described above under the heading “‎‎Allocation of Offering Price.”Warrant.‎ Upon exercise of a Warrant, the tax basis of the Warrant Shares acquired thereby would be equal to the sum of the tax basis of the Warrant in the hands of the U.S. Holder plus the exercise price paid, and the holding period of the Warrant Shares would begin on the date that the Warrant is exercised.

In general, if you are a U.S. Holder of a Warrant, you will recognize gain or loss upon the sale or other taxable disposition of the Warrant (provided that the Warrant Shares to be issued on the exercise of such Warrant would have been a capital asset within the meaning of Section 1221 of the Code if acquired by the U.S. Holder) in an amount equal to the difference between the amount realized on the sale and your adjusted tax basis in the Warrant. If a Warrant lapses without exercise, the U.S. Holder will generally realize a capital loss equal to its tax basis in the Warrant.

Prospective U.S. Holders should consult their tax advisors regarding the tax consequences of acquiring, holding, exercising and disposing of Warrants.

Distributions

The Company does not anticipate declaring or paying dividends to holders of UnitWarrant Shares in the foreseeable future. However, if the Company decides to make any such distributions, such distributions with respect to UnitWarrant Shares will be taxable as dividend income when paid to the extent of the Company'sCompany’s current or accumulated earnings and profits as determined for U.S. federal income tax purposes. To the extent that the amount of a distribution with respect to the Company's UnitCompany’s Warrant Shares exceeds its current and accumulated earnings and profits, such distribution will be treated first as a tax-free return of capital to the extent of the U.S. Holder'sHolder’s adjusted tax basis in the UnitWarrant Shares, and thereafter as a capital gain which will be a long-term capital gain if the U.S. Holder has held such stock at the time of the distribution for more than one year. Distributions on the Company's UnitCompany’s Warrant Shares constituting dividend income paid to U.S. Holders that are U.S. corporations may qualify for the dividends received deduction, subject to various limitations. Distributions on Company's UnitCompany’s Warrant Shares constituting dividend income paid to U.S. Holders that are individuals may qualify for the reduced rates applicable to qualified dividend income.

Sale or Redemption

A U.S. Holder will generally recognize capital gain or loss on a sale, exchange, redemption (other than a redemption that is treated as a dividend) or other disposition of the Company's UnitCompany’s Warrant Shares equal to the difference between the amount realized upon the disposition and the U.S. Holder'sHolder’s adjusted tax basis in the shares so disposed. Such capital gain or loss will be a long-term capital gain or loss if the U.S. Holder'sHolder’s holding period for the shares disposed of exceeds one year at the time of disposition. Long-term capital gains of non-corporate taxpayers are generally taxed at a lower maximum marginal tax rate than the maximum marginal tax rate applicable to ordinary income. The deductibility of net capital losses by individuals and corporations is subject to limitations.

Foreign Tax Credit Limitations

Because the Company is subject to tax both as a U.S. domestic corporation and as a Canadian corporation, a U.S. Holder may pay, through withholding, Canadian tax, as well as U.S. federal income tax, with respect to dividends paid on its UnitWarrant Shares. For U.S. federal income tax purposes, a U.S. Holder may elect for any taxable year to receive either a credit or a deduction for all foreign income taxes paid by the holder during the year. Complex limitations apply to the foreign tax credit, including a general limitation that the credit cannot exceed the proportionate share of a taxpayer'staxpayer’s U.S. federal income tax that the taxpayer'staxpayer’s foreign source taxable income bears to the taxpayer'staxpayer’s worldwide taxable income. In applying this limitation, items of income and deduction must be classified, under complex rules, as either foreign source or U.S. source. The status of the Company as a U.S. domestic corporation for U.S. federal income tax purposes will cause dividends paid by the Company to be treated as U.S. source rather than foreign source income for this purpose. As a result, a foreign tax credit may be unavailable for any Canadian tax paid on dividends received from the Company. Similarly, to the extent a sale or disposition of the UnitWarrants or Warrant Shares or Warrants by a U.S. Holder results in Canadian tax payable by the U.S. Holder (for example, because the UnitWarrants or Warrant Shares or Warrants constitute taxable Canadian property within the meaning of the Tax Act), a U.S. foreign tax credit may be unavailable to the U.S. Holder for such Canadian tax. In each case, however, the U.S. Holder shouldmay be able to take a deduction for the U.S. Holder'sHolder’s Canadian tax paid, provided that the U.S. Holder has not elected to credit other foreign taxes during the same taxable year. The foreign tax credit rules are complex, and each U.S. Holder should consult its own tax advisor regarding these rules.

Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign currency, or the amount of proceeds paid in foreign currency on the sale, exchange or other taxable disposition of UnitWarrants or Warrant Shares, or Warrants, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own U.S. tax advisors.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with payments of dividends and the proceeds from a sale or other disposition of Unit SharesWarrant or Warrants Shares payable to a U.S. Holder that is not an exempt recipient, such as a corporation. Certain U.S. Holders may be subject to backup withholding with respect to the payment of dividends on the UnitWarrant Shares and to certain payments of proceeds on the sale or redemption of UnitWarrants or Warrant Shares or Warrants unless such U.S. Holders provide proof of an applicable exemption or a correct taxpayer identification number, and otherwise comply with applicable requirements of the backup withholding rules.

Any amount withheld under the backup withholding rules from a payment to a U.S. Holder is allowable as a credit against such U.S. Holder'sHolder’s U.S. federal income tax, which may entitle the U.S. Holder to a refund, provided that the U.S. Holder timely provides the required information to the IRS. Moreover, certain penalties may be imposed by the IRS on a U.S. Holder who is required to furnish information but does not do so in the proper manner. U.S. Holders should consult their tax advisors regarding the application of backup withholding in their particular circumstances and the availability of and procedure for obtaining an exemption from backup withholding under current Treasury Regulations.

Non-U.S. Holders

The discussion in this section is addressed to holders of the Company's UnitWarrants and Warrant Shares and Warrants that are “‎‎Non-U.S. Holders”‎ that do not hold UnitWarrants or Warrant Shares or Warrants in connection with the conduct of a trade or business in the United States. For purposes of this discussion, a “‎‎Non-U.S. Holder”‎ is any beneficial owner of the Company's UnitCompany’s Warrants or Warrant Shares or Warrants that is neither a “‎‎U.S. Holder”‎ nor an entity treated as a partnership for U.S. federal income tax purposes.

Tax Considerations for Non-U.S. Holders

Allocation of Offering Price

Because the components of a Unit are immediately separable, the purchaser of a Unit generally will be treated, for U.S. federal income tax purposes, as the owner of the underlying Unit Share and Warrant components of the Unit. For U.S. federal income tax purposes, each purchaser of a Unit generally must allocate the purchase price of a Unit between the Unit Share and the Warrant that comprise the Unit based on the relative fair market value of each at the time of issuance. ‎The Company’s allocation of purchase price for its purposes is not binding on the ‎IRS or the U.S. Holder. Counsel to each of the Company and the Agent express no opinion ‎with respect to the Company’s proposed allocation.

The price allocated to each Unit Share and Warrant generally will be the holder's tax basis in such Unit Share or Warrant, as the case may be. Each Non-U.S. Holder is advised to consult its own tax advisor regarding the risks associated with an investment in a Unit (including alternative characterizations of a Unit) and regarding an allocation of the purchase price between the Unit Share and the Warrant that comprise a Unit. The balance of this discussion assumes that the characterization of the Units described above is respected for U.S. federal income tax purposes.

Exercise, Sale or Redemption of Warrant

Generally, no U.S. federal income tax will be imposed upon the Non-U.S. Holder of a Warrant upon exercise of such Warrant to acquire Warrant Shares. A Non-U.S. Holder'sHolder’s tax basis in a Warrant will generally be the amount of the purchase price that iswas allocated to the Warrant as described above under the heading “‎Allocation of Offering Price.”Warrant.‎ Upon exercise of a Warrant, the tax basis of the Warrant Shares acquired thereby would be equal to the sum of the tax basis of the Warrant in the hands of the Non-U.S. Holder plus the exercise price paid, and the holding period of the Warrant Shares would begin on the date that the Warrant is exercised.

In general, if you are a Non-U.S. Holder of a Warrant, the tax consequences of the sale or redemption of a Warrant should be the same as described below under “‎‎‎Non-U.S. Holders — Sale or Redemption”‎ related to the sale or redemption of UnitWarrant Shares.

Prospective Non-U.S. Holders should consult their tax advisors regarding the tax consequences of acquiring, holding, exercising and disposing of Warrants.

Distributions

Generally, distributions treated as dividends as described above under “‎U.S. Holders — Distributions”‎ paid to a Non-U.S. Holder of the Company's UnitCompany’s Warrant Shares will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E, or other applicable documentation, certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation for a reduced treaty rate, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Sale or Redemption

Subject to the discussions below under “‎Non-U.S. Holders – Information Reporting and Backup Withholding”‎ and “‎Additional Withholding Tax on Payments Made to Foreign Accounts”‎, a Non-U.S. Holder will generally not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of the Company's UnitCompany’s Warrant Shares unless:

Gain described in the first bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the second bullet point above, the Company believes it currently is not, and does not anticipate becoming, a USRPHC. Because the determination of whether the Company is a USRPHC depends, however, on the fair market value of Company'sCompany’s USRPIs relative to the fair market value of the Company'sCompany’s non-U.S. real property interests and other business assets, there can be no assurance the Company currently is not a USRPHC or will not become one in the future. Even if the Company is or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of the Company's UnitCompany’s Warrant Shares will not be subject to U.S. federal income tax if the UnitWarrant Shares are “‎regularly traded”,‎ as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of the UnitWarrant Shares throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder'sHolder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Withholding

Payments of dividends on the Company's UnitCompany’s Warrant Shares will not be subject to withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN or W-8BEN-E, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on the Company's UnitCompany’s Warrant Shares paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of the Company's UnitCompany’s Warrants or Warrant Shares or Warrants within the United States or conducted through certain U.S.-related brokers generally will not be subject to withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of UnitWarrants or Warrant Shares or Warrants conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Withholding is not an additional tax. Any amounts withheld under the withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder'sHolder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or“‎FATCA”‎) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or gross proceeds from the sale or other disposition of, the Company's UnitCompany’s Warrant Shares paid to a “‎foreign financial institution”‎ or a “‎non-financial foreign entity”‎ (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “‎substantial United States owners”‎, as defined in the Code, or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “‎specified United States persons”‎ or “‎United States-owned foreign entities”‎ (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on the Company's UnitCompany’s Warrant Shares. While withholding under FATCA would have also applied to payments of gross proceeds from the sale or other disposition of such stock on or after January 1, 2019, recently proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in Units.Warrants or Warrant Shares.

TRANSFER AGENT AND REGISTRAR

Our transfer agent and registrar is Odyssey Trust Company located at 835 - 409 Granville Street, Vancouver, British Columbia V6C 1T2.

LEGAL MATTERS

Unlessotherwise specified in a prospectus supplement relating to any Subordinate VotingFixed Shares or Floating Shares offered, certain Canadian legal matters in connection with the offering of Subordinate VotingFixed Shares or Floating Shares will be passed upon on behalf of Acreage by DLA Piper (Canada) LLP.

EXPERTS

‎‎The following persons or companies are named as having prepared or certified a report, valuation, statement or opinion in this Prospectus, either directly or in a document incorporated herein by reference, and whose profession or business gives authority to the report, valuation, statement or opinion made by the expert.

‎‎‎Marcum LLP is our independent registered public accounting firm, and audited our financial statements for the yearyears ended December 31, 2019, 2018 and 2017 contained in our Annual Report on Form 10-K for the year ended December 31, 2019 and the amendment thereto on Form 10-K/A, incorporated by reference herein.

KPMG LLP, an independent registered public accounting firm, has audited the financial statements of Canopy included in Canopy’s Annual Report on Form 10-K, as amended, and issued its report on the effectiveness of Canopy’s internal control over financial reporting as of March 31, 2020, which is incorporated by reference into our Definitive Proxy Statement on Schedule 14A, filed with the SEC on August 17, 2020.

Eight Capital is named as having prepared or certified a report, statement or opinion contained in our Definitive Proxy Statement on Schedule 14A, filed with the SEC on August 17, 2020, which is incorporated by reference herein.

DOCUMENTS INCORPORATED BY REFERENCE

‎‎We incorporate by reference (i) the documents listed below, (ii) all filings made by us pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of the initial registration statement and prior to effectiveness of the registration statement, and (iii) future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (excluding, unless otherwise provided therein or herein, information furnished pursuant to Item 2.02, Item 7.01 and certain exhibits furnished pursuant to Item 9.01 of our Current Reports on Form 8-K, which are deemed to be furnished and not filed and therefore not incorporated by reference herein, unless specifically stated otherwise in such filings, after the date of the initial filing of this registration statement on Form S-3 to which this Prospectus relates until the termination of the offering under this Prospectus.)Prospectus). Any statement contained in a document incorporated by reference in this Prospectus shall be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus, any related free writing prospectus or in any other subsequently filed document which is incorporated by reference modifies or supersedes such statement.

‎Copies of the documents incorporated by reference in this Prospectus may be obtained by submitting a written request to us at our principal offices at 366 Madison Avenue, 11^th Floor, New York, New York 10017.

‎‎We also maintain a web siteweb-site at http://www.acreageholdings.com through which you can obtain copies of documents that we have filed with the SEC. The contents of that site are not incorporated by reference into or otherwise a part of this Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

‎‎We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov.

‎‎This Prospectus is part of a registration statement and, as permitted by SEC rules, does not contain all of the information included in the registration statement. Whenever a reference is made in this Prospectus to any of our contracts or other documents, the reference may not be complete and, for a copy of the contract or document, you should refer to the exhibits that are part of the registration statement. You may callOur SEC filings and ‎‎information omitted from this Prospectus but contained in the SECRegistration Statement is available on our profile at 1-800-SEC-0330 for more information on the public reference rooms and their copy charges. You may also read and copy any document we file with the SEC at the SEC’s public reference rooms at:www.sec.gov.

100 F Street, N.E.
Room 1580
Washington, D.C. 20549