Cresco Capital Partners II, LLC Acquires Securities of Harborside Inc.

This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues .

DALLAS , Feb. 19, 2021 /CNW/ – Pursuant to a private placement (the ” Private Placement “) of Harborside Inc. (the ” HBOR “) which closed on February 18, 2021, Cresco Capital Partners II, LLC (” CCPII “) subscribed for and purchased 35,500 units (each, an ” MVS Unit “) of HBOR at an aggregate subscription price of $9,052,500 , or $255 per MVS Unit (the ” Subscription “). Each MVS Unit is comprised of one multiple voting share (each, a ” Multiple Voting Share “) in the capital of the HBOR and one Multiple Voting Share purchase warrant (each, an ” MVS Warrant “). Each Multiple Voting Share entitles the holder thereof to convert such Multiple Voting Share into 100 subordinate voting shares (each, a ” Subordinate Voting Share “) in the capital of HBOR at any time for no additional consideration, subject to certain conditions. Each MVS Warrant entitles the holder thereof to purchase one Multiple Voting Share at an exercise price of $369.00 per Multiple Voting Share until February 18, 2024.

The MVS Units were issued to investors in the Private Placement that are considered residents of the United States under the United States Securities Exchange Act of 1934, based on the same economic equivalency of each Multiple Voting Share converting into 100 Subordinate Voting Shares.

As a result of the Subscription, CCPII owns 39,596.38 Multiple Voting Shares, 288,000 Subordinate Voting Shares and 35,500 MVS Warrants, representing approximately 15.21% of the issued and outstanding Multiple Voting Shares and 0.89% of the Subordinate Voting Shares, or 19.50% of the Subordinate Voting Shares on a partially diluted basis (assuming the exercise of all MVS Warrants held by CCPII and the conversion of all Multiple Voting Shares owned by CCPII, including those Multiple Voting Shares issuable upon exercise of the MVS Warrants, into Subordinate Voting Shares, and that no other securities, including those convertible into, or exercisable for, HBOR’s securities, are issued, converted or exercised).

Prior to the closing of the Subscription, CCPII owned 4,096.38 Multiple Voting Shares and 288,000 Subordinate Voting Shares, representing approximately 2.27% of the then issued and outstanding Multiple Voting Shares and 1.08% of the then issued and outstanding Subordinate Voting Shares, or 2.58% of the Subordinate Voting Shares on a partially diluted basis (assuming the conversion of all Multiple Voting Shares owned by CCPII into Subordinate Voting Shares, and that no other securities, including those convertible into, or exercisable for, HBOR’s securities, were issued, converted or exercised).

CCP Flrish Inc. (” CCPF “) , Cresco Capital Partners, LLC (” CCP “), and Matthew K. Hawkins (” Hawkins “), each a “joint actor” (as such term is defined in National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ) of CCPII, also own, or exercises control or direction over, securities of HBOR.

CCPF owns an aggregate of 3,855.42 Multiple Voting Shares, representing approximately 1.48% of the issued and outstanding Multiple Voting Shares or 1.17% of the Subordinate Voting Shares upon conversion of such Multiple Voting Shares (assuming the conversion or all of the Multiple Voting Shares beneficially owned, or controlled or directed, by CCPF, and that no other securities, including those convertible into, or exercisable for, HBOR’s securities, are issued, converted or exercised). CCPF did not participate in the Private Placement.

CCP owns an aggregate of 964.85 Multiple Voting Shares, representing approximately 0.37% of the issued and outstanding Multiple Voting Shares or 0.30% of the Subordinate Voting Shares upon conversion of such Multiple Voting Shares (assuming the conversion or all of the Multiple Voting Shares beneficially owned, or controlled or directed, by CCP, and that no other securities, including those convertible into, or exercisable for, HBOR’s securities, are issued, converted or exercised). CCP did not participate in the Private Placement.

Hawkins owns an aggregate of 333,350 options to purchase Subordinate Voting Shares (” Options “) of HBOR, representing approximately 1.02% of the Subordinate Voting Shares on a partially converted basis (assuming the exercise of all Options owned by Hawkins, and that no other securities, including those convertible into, or exercisable for, HBOR’s securities, are issued, converted or exercised). Hawkins 0did not participate in the Private Placement.

As a result of the Subscription, CCPII, together with CCPF, CCP and Hawkins, owns, or exercises control or direction over, an aggregate of 44,416.65 Multiple Voting Shares, 288,000 Subordinate Voting Shares, 35,500 MVS Warrants, and 333,350 Options, representing approximately 17.06% of the issued and outstanding Multiple Voting Shares and 0.89% of the Subordinate Voting Shares, or 21.11% of the Subordinate Voting Shares on a partially diluted basis (assuming the exercise of all MVS Warrants held by CCPII and the conversion of all Multiple Voting Shares owned by CCPII, including those Multiple Voting Shares issuable upon exercise of the MVS Warrants, into Subordinate Voting Shares, the exercise of all Options held by Hawkins into Subordinate Voting Shares, and that no other securities, including those convertible into, or exercisable for, HBOR’s securities, are issued, converted or exercised).

The securities referred to above were acquired for investment purposes and CCPII and/or one or more of its affiliates or joint actors may, depending on market and other conditions, increase or decrease its ownership of Multiple Voting Shares, Subordinate Voting Shares or other securities of the HBOR whether in the open market, by privately negotiated agreement or otherwise.

HBOR is located at 2100 Embarcadero, Suite 202, Oakland, California , 94606 USA; CCPII is located at 2801 Woodside Street, Dallas, Texas , USA 75204. A copy of the early warning report to which this news release relates can be obtained from Matthew Hawkins , (254) 266-6322 or on the SEDAR profile of the issuer at www.sedar.com .

SOURCE Cresco Capital Partners II, LLC

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