EX-99.10 11 tm2129199d3_ex99-10.htm EXHIBIT 99.10

Exhibit 99.10

No securities regulatory authority has in any way passed upon the merits of the transactions described in this management information circular.

These materials are important and require your immediate attention. The shareholders (“BRND Shareholders”) of Mercer Park Brand Acquisition Corp. (“BRND”) are required to make important decisions. If you have any doubt as to how to make such decisions, please contact your tax, financial, legal or other professional advisors.

MERCER PARK BRAND ACQUISITION CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

scheduled to be held on June 2, 2021

and

MANAGEMENT INFORMATION CIRCULAR

with respect to

A DEFINITIVE MERGER AGREEMENT AND RELATED MATTERS

involving, among others,

GH GROUP, INC.

and

MERCER PARK BRAND ACQUISITION CORP.

(to be renamed “Glass House Brands Inc.” (or such other name as may be selected by the Board of Directors))

and also with respect to the

AMENDMENT OF THE ARTICLES OF MERCER PARK BRAND ACQUISITION CORP.

and the

ELECTION OF THE BOARD OF DIRECTORS OF MERCER PARK BRAND ACQUISITION CORP.

THE BOARD OF DIRECTORS OF BRND RECOMMENDS THAT BRND SHAREHOLDERS VOTE FOR (I) THE TRANSACTION RESOLUTION, (II) THE EQUITY INCENTIVE PLAN RESOLUTION, AND (III) THE ELECTION OF THE NOMINEES TO THE RESULTING ISSUER BOARD (EACH AS DEFINED HEREIN).

As a result of the proposed Transaction (as defined herein), BRND will derive all or substantially all of its revenues from the cannabis industry in the State of California, which industry is illegal under United States federal law. BRND will be directly involved (through its licensed subsidiaries) in the cannabis industry in the United States where local state laws permit such activities. Currently, its proposed subsidiaries are directly engaged in the manufacture, possession, use, sale or distribution of cannabis and/or hold licenses in the adult-use and medicinal cannabis marketplace in the State of California. See “Risk Factors – Risks Relating to the Legality of Cannabis” below in BRND’s information statement attached as Appendix “D” to the Circular for additional information on this risk.

THE BOARD OF DIRECTORS OF BRND UNANIMOUSLY RECOMMENDS THAT BRND SHAREHOLDERS VOTE FOR (I) THE TRANSACTION RESOLUTION, (II) THE EQUITY INCENTIVE PLAN RESOLUTION, AND (III) THE ELECTION OF THE NOMINEES TO THE RESULTING ISSUER BOARD. THE PATH AHEAD FOR BRND SHAREHOLDERS IN RESPECT OF THE TRANSACTION


Creates the most expansive, fully-integrated cannabis brand-building business in the world’s largest cannabis market
Unmatched cost structure to ensure low cost, high-quality cannabis production at scale
Significant growth opportunities both organically and via accretive M&A in California’s highly fragmented market
A compelling valuation, strong balance sheet and the capital resources needed to ensure success
Superior management team with financial management and cannabis operating expertise

May 4, 2021

Dear Shareholder:

It is my pleasure to extend to you, on behalf of the board of directors (the “BRND Board”) of Mercer Park Brand Acquisition Corp. (“BRND”, the “Corporation” or “our”), an invitation to attend an annual and special meeting (the “Shareholders’ Meeting”) of shareholders (the “BRND Shareholders”) scheduled to be held via live audio webcast at https://web.lumiagm.com/207586819 in order to vote on our proposed merger with GH Group, Inc. (“GH Group”) and related matters (including the election of the directors of the Corporation following completion of the proposed merger). We believe that the proposed merger, which is expected to occur pursuant to a definitive merger agreement between the Corporation and the equity holders of GH Group (the “Definitive Agreement”), and which will constitute our qualifying transaction (the “Transaction”), represents a unique opportunity to invest in a leading vertically-integrated cannabis company in the United States with high quality vertically-integrated operations in the State of California, and is entirely consistent with our stated strategy at the time of BRND’s initial public offering (the “IPO”).

Out of an abundance of caution, to proactively deal with the unprecedented public health impact of the novel coronavirus disease, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold the Shareholders’ Meeting in a virtual-only format, which will be conducted via live audio webcast. All BRND Shareholders, regardless of their geographic location, will have an equal opportunity to participate in the Shareholders’ Meeting and engage with directors and management of BRND as well as with other BRND Shareholders. BRND Shareholders will not be able attend the Shareholders’ Meeting in person. At the Shareholders’ Meeting, if you virtually attend, you will have the opportunity to ask questions and vote on the Transaction and important related matters. Alternatively, you may vote by proxy (if you are a registered shareholder) or by following the instructions on the voting information form (if you are a beneficial shareholder), in each case, by following the applicable directions.

Registered holders of the BRND Class A Restricted Voting Shares have the right to redeem all or a portion of their BRND Class A Restricted Voting Shares in accordance with their terms, provided that they deposit (or, in the case of non-registered shareholders, instruct the applicable CDS Participant to cause CDS (each as defined in the Circular) to deposit) their shares for redemption prior to 5:00 p.m. (Toronto time) on June 2, 2021. Notwithstanding the foregoing redemption right, no registered holder of BRND Class A Restricted Voting Shares, together with any affiliate of such holder or other person with whom such holder or affiliate is acting jointly or in concert, will be permitted to redeem more than an aggregate of 15% of the number of BRND Class A Restricted Voting Shares issued and outstanding. Redemptions of BRND Class A Restricted Voting Shares shall be funded out of BRND’s escrow account, which, as of April 29, 2021, consisted of US$407,590,197 or approximately US$10.11 per Class A Restricted Voting Share (net of applicable taxes).

In order to receive the Equity Shares (as defined in the Circular) to which they are entitled, registered BRND Shareholders should complete and return a letter of transmittal (available upon request from the Corporation) together with the certificate(s) or DRS advice(s) representing their shares and any other required documents and instruments to the depositary for the Transaction in the enclosed return envelope in accordance with the instructions set out in the letter of transmittal.

Increasingly, Canadian public companies with U.S. cannabis businesses that are going public in Canada are using multiple voting share structures. The GH Group Founders (as defined in the Circular) wish to be able to continue to build the business of the Resulting Issuer (as defined in the Circular) during the current and expected future volatile period in the industry. Accordingly, subject to obtaining applicable consents and approvals, including under Ontario Securities Commission Rule 56-501 – Restricted Shares, which requires majority of minority approval by a majority of votes cast by the holders of BRND Class A Restricted Voting Shares, excluding any votes attached to BRND Class A Restricted Voting Shares held directly or indirectly by (i) the GH Group Founders¹, and (ii) persons who also hold BRND Class B Shares (as defined in the Circular), BRND intends to issue Multiple Voting Shares (as defined in the Circular) to the GH Group Founders in connection with the closing of the Transaction. The Multiple Voting Shares are expected to be nominal value preferred shares with a US$0.001 per share redemption and liquidation value (rounded down to the nearest cent taking into account all Multiple Voting Shares being redeemed or liquidated at the relevant time by the applicable holder), carry 50 votes per share (voting together with the other classes of Equity Shares as if they were a single class except where otherwise required by law or stock exchange requirements), and have no entitlement to dividends and no conversion rights. In addition, unless redeemed earlier by a holder, the Multiple Voting Shares would be subject to a three (3)-year sunset provision, at which time they would be automatically redeemed. The Multiple Voting Shares will not be transferable except to controlled affiliates. See Schedule “A” – Amended and Restated Articles to the Transaction Resolution attached as Appendix “A” to the Circular for a description of the structure.

¹The GH Group Founders do not, as of the date hereof, hold, beneficially own or control, directly or indirectly, any BRND Class

The Circular, including the appendices thereto (especially the information statement attached as Appendix “D” to the Circular), contains a detailed description of the Transaction and other information relating to BRND and GH Group. We urge you to consider carefully all of the information in the Circular. BRND Shareholders that have any questions or need additional information with respect to the voting of their BRND Class A Restricted Voting Shares should consult their financial, legal, tax or other professional advisors.

On behalf of BRND, I would like to thank all of our BRND Shareholders for their ongoing support as we prepare to undertake our qualifying transaction.

Yours very truly,

(Signed) “Jonathan Sandelman”

Jonathan Sandelman

Chairman and Director

A Restricted Voting Shares.

iii

REASONS TO SUPPORT THE PROPOSED MERGER WITH

GH GROUP, INC. (THE “TRANSACTION”)

POTENTIAL FOR SIGNIFICANT SHAREHOLDER VALUE CREATION

BRND believes there is meaningful potential for value creation for its shareholders following completion of the Transaction. BRND, following completion of the Transaction (the “Resulting Issuer”), has the opportunity to grow significantly and generate meaningful cash flow from its existing operating assets, and to acquire complementary assets.

THE BOARD OF DIRECTORS OF BRND (THE “BRND BOARD”) HAS UNANIMOUSLY SUPPORTED
THE TRANSACTION RESOLUTION AND THE EQUITY INCENTIVE PLAN RESOLUTION.

The BRND Board carefully evaluated the terms of the proposed Transaction and unanimously: (i) determined that the Transaction is in the best interests of the Corporation; (ii) determined that the Transaction is fair to BRND Shareholders; (iii) approved the Transaction and the entering into of the Definitive Agreement; and (iv) resolved to recommend that the BRND Shareholders vote in favour of the Transaction Resolution and the Equity Incentive Plan Resolution (each as defined in the Circular (as defined herein)).

In reaching these determinations and approvals, the BRND Board considered, among other things, the following factors and potential benefits and risks of the Transaction:

Strong, competitive position within an attractive industry.

Strong, experienced and well-aligned management team. Upon completion of the Transaction, BRND will have a strong management team and board of directors comprised of individuals who have significant experience in the cannabis industry, and who intend to implement a clear strategy going forward.

Strong current Adjusted EBITDA generation, with potential for growth by virtue of the Transaction and positive industry momentum. GH Group’s operating assets have significant momentum and cash flow potential. Adjusted EBITDA is a non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” in BRND’s information statement (the “Information Statement”) attached to the Circular as Appendix “D”.

Attractive return on investment relative to risk profile. GH Group represents an early opportunity to invest in a high-growth business at an attractive valuation. See “Forward-Looking Statements” in the management information circular attached hereto (the “Circular”) and “Caution Regarding Forward-Looking Statements” in the Information Statement attached to the Circular as Appendix “D”.

Opportunities for platform growth through acquisitions. We believe that there is opportunity for further consolidation within the U.S. cannabis industry and that, following completion of the Transaction, the Corporation will be well-positioned to engage in such accretive acquisitions.

Benefit from being a public company in Canada. The Resulting Issuer is expected to benefit from BRND’s Canadian listing on the NEO Exchange for a number of reasons, including access to Canadian and international capital.

Concurrent private placement. Certain private investors have committed to a US$85 million private investment in public equity to close concurrently with the Transaction.

See “The Transaction”.

Other considerations that we believe demonstrate the attractiveness of the Transaction, and that provide protection to BRND Shareholders include the following:

Shareholder Approval. The Transaction Resolution will be required to be approved by: (i) a special separate resolution of the holders of BRND Class A Restricted Voting Shares; (ii) a special separate resolution of the holders of the Class B shares of BRND (the “BRND Class B Shares” and together with the BRND Class A Restricted Voting Shares, the “BRND Shares”); (iii) an ordinary resolution of the minority holders of BRND Class A Restricted Voting Shares (i.e., other than those held by holders of BRND Class B Shares and other persons not permitted to vote thereon under Ontario Securities Commission Rule 56-501 – Restricted Shares (“OSC Rule 56-501”)); and (iv) a special resolution of all BRND Shareholders, voting together as if they were a single class. As noted above, the Transaction Resolution will be used to approve amendments to the BRND articles as well as a “restricted security reorganization” pursuant to National Instrument 41-101 – General Prospectus Requirements (“NI 41-101”) and OSC Rule 56-501, which requires that a restricted security reorganization receive prior majority approval of the holders of BRND Class A Restricted Voting Shares in accordance with applicable law, excluding any votes attaching to BRND Class A Restricted Voting Shares held, directly or indirectly, by (A) the GH Group Founders (as defined in the Circular)², and (B) affiliates of BRND or control persons of BRND or holders of BRND Class A Restricted Voting Shares that are also holders of BRND Class B Shares. Mercer (as defined in the Circular), BRND’s sponsor and a founder of BRND, is an affiliate or control person of BRND, and therefore any BRND Class A Restricted Voting Shares held by Mercer will be excluded from voting in the class vote of the BRND Class A Restricted Voting Shares in respect of the Transaction Resolution under NI 41-101 and OSC Rule 56-501. Any BRND Class A Restricted Voting Shares of Charles Miles and Sean Goodrich, the other founders of BRND, will also be excluded from voting in the class vote of the BRND Class A Restricted Voting Shares on the Transaction Resolution.

Redemption Rights. Registered holders of BRND Class A Restricted Voting Shares can elect to redeem all or a portion of their BRND Class A Restricted Voting Shares, provided that they deposit (and do not validly withdraw) their BRND Class A Restricted Voting Shares for redemption prior to the Redemption Deposit Deadline (as defined in the Circular) and, subject to applicable law, upon the closing of the Transaction, for an amount per BRND Class A Restricted Voting Share, payable in cash, equal to the pro-rata portion, per BRND Class A Restricted Voting Share, of (i) the escrowed funds available in BRND’s escrow account (the “Escrow Account”) at the time of the Shareholders’ Meeting, including interest and other amounts earned thereon; less (ii) an amount equal to the total of (A) applicable taxes payable by BRND on such interest and other amounts earned in the Escrow Account, and (B) actual and expected direct expenses related to the redemption, each as reasonably determined by BRND; for greater certainty, such amount will not be reduced by the amount of any tax payable by BRND under Part VI.1 of the Income Tax Act (Canada) or the deferred underwriting commission per BRND Class A Restricted Voting Share held in the Escrow Account. The redemption price per BRND Class A Restricted Voting Share is expected to be approximately US$10.11, assuming a redemption date of June 4, 2021. Registered holders of BRND Class A Restricted Voting Shares may elect to redeem their BRND Class A Restricted Voting Shares irrespective of whether they vote for or against, or do not vote on, the Transaction. See “Redemption Rights” in the Circular.

WORLD-CLASS MANAGEMENT TEAM AND BOARD OF DIRECTORS

Upon completion of the Transaction, the Resulting Issuer will have a strong management team and, assuming they are elected at the meeting, board of directors comprised of individuals who have significant experience in the cannabis industry, and who intend to implement a clear strategy going forward. The members of management listed below whose names are marked with a “*” are expected to sit on the board of directors of the Resulting Issuer following completion of the Transaction (the “Resulting Issuer Board”).

²The GH Group Founders do not, as of the date hereof, hold, beneficially own or control, directly or indirectly, any BRND Class A Restricted Voting Shares.

Management Team

Kyle Kazan, Executive Chairman, Chief Executive Officer*. A seasoned investor and expert manager of private equity funds with over two (2) decades of domestic and international experience, Kyle has a track record of growing de novo companies to industry leadership in the fields of fund/asset management, property management and insurance. In 1991 he began investing in real estate, eventually launching a total of 23 private equity funds with a current estimated value of owned and managed properties that stands above US$2.75 billion. Kyle also served on the boards of multiple international investment and hedge funds before pivoting in 2016 to the regulated cannabis industry, where he closed four funds and consolidated them to form the vertically integrated GH Group. Since his early service as a special education teacher and law enforcement officer, Kyle has been a vocal advocate for police reform and ending the War on Drugs and its injustices, speaking on behalf of Law Enforcement Against Prohibition (LEAP) and appearing in many media outlets ranging from CNN to Fox. He is a frequent guest professor at NYU Stern School of Business, USC Marshall Business School, and UCLA Anderson School of Management, and Kyle is a graduate of the University of Southern California, where he played varsity basketball for Hall of Fame Coach George Raveling.

Graham Farrar, President*. Graham is a serial entrepreneur who began his career as part of the original team at Software.com, taking the company public in 1999. Shortly thereafter, he served on the board of Seacology and was part of the founding team at Sonos, where he was involved with product design, development, sales, and customer support. After Sonos, Graham served as a board member for Heal the Ocean, was a founder and partner of ebook publishers iStoryTime Inc. and zuuka, and founded a Santa Barbara luxury rental company. He first ventured into the regulated cannabis industry by founding Elite Garden Wholesale, an agriculture technology company focused on developing products for the hydroponics industry. Graham currently sits on the Board of Directors of The Santa Barbara Bowl Foundation.

Derrek Higgins, Chief Financial Officer. Derrek serves as Chief Financial Officer for GH Group. Derrek has day to day responsibility managing the financial actions and planning of GH Group, overseeing cash flow, leading capital raises, analyzing mergers and acquisitions, and implementing growth strategies. He has more than 20 years of public and private company financial expertise in preparing venture-backed startups for public listings, representing shareholders and implementing comprehensive profitability and working capital plans. Derrek has held various key roles throughout his career, including most recently as the Chief Financial Officer and board member of FLRish Inc., the parent company of Harborside Inc, where he helped lead the completion of Harborside’s reverse takeover of FLRish, Inc., recapitalized the business and implemented public reporting frameworks, accounting policies and operational transformation initiatives across Harborside, its subsidiaries and controlled entities. Prior to FLRish/Harborside, Derrek served as a consultant for The Brenner Group LLC, where he provided Chief Financial Officer advisory services to venture-backed startups and mid-size companies, developed and executed strategic plans, raised capital and managed shareholder representation. Derrek also served as a strategic consultant at Alvarez & Marsal, a global professional services firm known for its work in turnaround management and performance improvement of large, high-profile businesses both in the U.S. and internationally, providing critical assistance to companies in crisis situations and helping to stabilize financial and operational performance by developing and implementing comprehensive profitability and working capital plans. Derrek holds a B.S. degree in Accounting from Arizona State University, an MBA from the USC Marshall School of Business, and a CPA (inactive) in the state of California.

Jamin Horn, General Counsel and Corporate Secretary. Jamin has over a decade of legal experience in counseling high-growth private and public companies, principally in the medical and digital technology sectors, and over six years of experience advising California and multi-state cannabis operators and associated technology service providers. Prior to becoming an attorney, he worked on investor-side early-stage financing and intellectual property commercialization planning and analysis. Jamin joined FLRish, Inc., the parent company of Harborside, in 2017 as Associate Counsel, where he was responsible for corporate and commercial transactions through the company’s growth and public listing before departing at the end of 2020 as VP of Corporate Affairs. He is a member of the California bar, the Association of Corporation Counsel, and the International Cannabis Bar Association, and he holds a JD from UC Davis School of Law and a BS in Molecular, Cellular and Developmental Biology from UC Santa Cruz.

Daryl Kato, Chief Operating Officer. Daryl is a seasoned leader with over 20 years of experience in operations, finance, accounting, and technology across multiple industry sectors and consumer packaged goods categories. Most recently, he served as the Chief Financial Officer and Board Director at Nissin Foods USA. Prior to that, he co-founded and sold a digital out-of-home advertising company and completed several business transformation projects while with Nestlé USA, Global Nestle Professional, Farmer Brothers (NASDAQ: FARM), and Mitsubishi UFJ Financial Group (NYSE: MUFG). Daryl began his career in Deloitte’s audit practice where he earned his CPA license. He holds a BA in Business Economics & minor in Accounting from the University of California at Los Angeles and an MBA from USC Marshall School of Business.

Joe Andreae, Vice President, Business Development. Joe is a true veteran of legal cannabis markets, having spent over a decade as a serial cannabis entrepreneur. With multiple endeavors spanning 3 states, he has acquired a range of expertise that encompasses nearly every aspect of the cannabis business, beginning in the cultivation supply sector with lighting and hydroponic equipment for the medical market. From there, he dove ever-deeper into the industry, as a pioneer of the extraction sector in Colorado, co-owner of a medical cannabis dispensary in California, founder/owner of Madrone Oregon, which held 11 state cultivation licenses, and President of the ceramic accessories brand, Hive. Most recently, he served as the CEO of a premium California concentrates brand for three years, before bringing his extensive industry knowledge and leadership to GH Group.

Board of Directors

Jocelyn Rosenwald. Jocelyn began her career as a Teach for America Corps member in New York City. She began her career in real estate investment in 2013 with Beach Front Properties LLC and managed a US$500 million portfolio of opportunistic real estate investments. In November of 2016, Rosenwald began supervising the operations of 4 funds in the regulated cannabis industry which would eventually be consolidated to form GH Group. Today, Jocelyn sits on the board of GH Group as a director. She holds a BA from the University of Pennsylvania, an MA in Education from Hunter College, and an MBA from UCLA Anderson School of Business. She is a co-founder and current director of GH Group.

Jamie Mendola. Jamie Mendola is the Head of Strategy and M&A for Mercer Park, L.P., which is a family office focused on the cannabis sector that controls Mercer Park Brand, L.P., the Corporation’s sponsor. Mercer Park, L.P. provides management services to Ayr Wellness Inc., a U.S. multi-state operator with key assets in 7 states. Jamie has nearly 20 years of experience as a public and private equity investor and has been an active investor in the cannabis industry for several years. Prior to joining Mercer, Jamie was the CEO and Portfolio Manager of Pacific Grove Capital, a San Francisco-based hedge fund focused primarily on investments in consumer, technology and cannabis. He also managed the Pacific Grove Opportunity Fund, which focused on special purpose acquisition companies (SPACs), and was one of the top performing hedge funds during its tenure. Pacific Grove was named the best new hedge fund by Hedge Funds Review in 2015 and Jamie received accolades from Institutional Investor as a Hedge Fund Rising Star and was named as one of Tomorrow’s Titans by The Hedge Fund Journal. Prior to founding Pacific Grove in 2014, Jamie was a Partner at Scout Capital, which had assets under management of approximately US$7 billion. He was a senior member of the firm’s Investment and Risk Committees and helped to build Scout’s west coast office. Previously, Jamie worked as a Principal of Watershed Asset Management, a private equity analyst at JLL Partners and an investment banking analyst at J.P. Morgan Chase. Jamie graduated with a B.S. in Management, summa cum laude, from Binghamton University in 1999, where he was also a 4-year letter-winner in baseball, and earned his M.B.A. from Stanford’s Graduate School of Business in 2005. He resides in San Francisco with his wife and four sons.

Lameck Humble Lukanga. Lameck Humble Lukanga was born in a small village in Uganda, where he spent the first decade of his life enduring genocide, famine and extreme poverty. At the age of 11, he and his family were granted a political asylum, allowing them to come to the United States to seek refuge, which he calls “the biggest blessing of my life.” Since, Humble has gone on to become a venerable young leader in finance. Humble owns Life Line Financial Group, a wealth management firm servicing world-class performers and leaders in business, sports and entertainment. In addition to Life Line Financial, Humble serves on the board of trustees for the University of New Mexico and the board of directors for various companies. He holds both a Bachelors and Masters in Business Administration from the Anderson School of Management at the University of New Mexico, received a Personal Finance Planning degree from UCLA and holds the CFP credential. Humble is passionate about social entrepreneurship, financial literacy, freedom and the orphans of Uganda. He is a philanthropist, teacher and self-proclaimed “ambassador of hope”.

George Raveling. One of basketball’s most impactful Hall of Fame coaches, George has defined his career, from basketball to business, by his relentless dedication to leadership and mentoring. In 1964, he joined the coaching staff at his alma mater, Villanova, before becoming the first African American basketball coach in the Pacific-8 Conference (now the Pac-12), the head coach at Washington State, the University of Iowa and USC, and an assistant coach of the medal-winning U.S. Olympic teams of 1984 and 1988. While coaching, he published two books and afterwards became a broadcaster for Fox Sports and CBS. Nike subsequently named George Director of International Basketball, kicking off his life as an executive; he would go on to key positions on the boards of the NCAA, NABC, USA Basketball, and Nike, Inc. He was the recipient of the Naismith Memorial Hall of Fame’s John W. Bunn Lifetime Achievement Award and the co-founder, with former NFL GM Michael Lombardi, of leadership program The Daily Coach. As a result of his dedication to civil rights and service as additional security during 1963’s famed March on Washington, George is the current guardian of the original draft of Martin Luther King’s “I Have a Dream” speech.

Hector De La Torre. Hector’s career has been defined by his public service and outstanding record of leadership. From 2004-10, Hector represented the 50th District in southeast Los Angeles County to the California State Assembly, where he focused on health care, the environment, and good governance. Previously, he was a member of the South Gate City Council for 8 years, including serving 2 years as Mayor. In 2011, Hector became the Assembly- Appointed Member of the California Air Resources Board, a position he still holds, where he focuses on goods movement, environmental justice, and green technologies. He served as the executive director of the Transamerica Center for Health Studies, a national non-profit focused on helping people better understand health coverage, and today is chair of the board at L.A. Care, the largest public health plan in America, as well as a trustee of Occidental College, where he received his B.A. He did his graduate studies at the Elliott School of International Affairs at the George Washington University. Hector has been an early and vocal advocate for cannabis policy reform and remains dedicated to serving the industry.

Bob Hoban. Bob Hoban sits at the center of a large commercial cannabis industry network, a cannabis industry ecosystem that he has cultivated since 2008 as an attorney, an entrepreneur, and an executive. Bob has earned a reputation as a cannabis industry dealmaker representing start-ups, entrepreneurs, governments, and companies in all stages of development. He is a visionary industry leader, who has founded, created, bought, and sold over fifteen of his own cannabis companies. He has served as a C-Suite executive in multiple companies and as a director on a number of boards. He is Co-Founder of Gateway Proven Strategies, a leading global cannabis industry consulting firm. He constructed the Hoban Law Group to become a leading full-service commercial cannabis industry law firm. And Bob served as a cannabis policy instructor at the University of Denver, where he lectured regarding cannabis regulation and policy. He has crafted cannabis policy solutions for over thirty different countries around the world and has consistently been recognized as one of the most influential people in the global cannabis industry by a variety of organizations and publications over the course of the past twelve years. Bob received his Ph.D. in Public Affairs from the University of Colorado, his J.D. from the University of Wyoming and his B.A. from Rutgers University.

BRND NEGOTIATED THE TRANSACTION

BRND was introduced to GH Group through GH Group President, Graham Farrar, in 2019. BRND and GH Group began a formal dialogue regarding a potential transaction in June 2020. BRND conducted extensive due diligence on GH Group, including in respect of its business plan in order to seek to ascertain the fundamental value of GH Group’s business.

BRND signed a letter of intent and entered into exclusivity with GH Group in December, 2020, in order to conduct due diligence and negotiate transaction documentation.

As part of its due diligence process, the BRND team and its advisors travelled to California on several occasions to evaluate GH Group’s operating assets.

See “The Transaction – Background to the Transaction” for additional information.

MULTI-CLASS SHARE STRUCTURE DESIGNED TO MITIGATE INDUSTRY VOLATILITY

Increasingly, Canadian public companies with U.S. cannabis businesses that are going public in Canada are using multiple voting share structures. The GH Group Founders wish to be able to continue to build the business of the Corporation following completion of the Transaction during the current and expected future volatile period in the industry. Accordingly, subject to obtaining applicable consents and approvals, including under Ontario Securities Commission Rule 56-501 – Restricted Shares, which requires majority of minority approval by a majority of votes cast by the holders of BRND Class A Restricted Voting Shares, excluding any votes attached to BRND Class A Restricted Voting Shares held directly or indirectly by (i) the GH Group Founders³, and (ii) persons who also hold BRND Class B Shares (as defined in the Circular), BRND intends to issue Multiple Voting Shares (as defined in the Circular) to the GH Group Founders in connection with the closing of the Transaction. The Multiple Voting Shares are expected to be nominal value preferred shares with a US$0.001 per share redemption and liquidation value (rounded down to the nearest cent taking into account all Multiple Voting Shares being redeemed or liquidated at the relevant time by the applicable holder), carry 50 votes per share (voting together with the other classes of Equity Shares as if they were a single class except where otherwise required by law or stock exchange requirements), and have no entitlement to dividends and no conversion rights. In addition, unless redeemed earlier by a holder, the Multiple Voting Shares would be automatically subject to a three (3)-year sunset provision, at which time they would be redeemed. The Multiple Voting Shares will not be transferable except to controlled affiliates. See Schedule “A” – Proposed Amended and Restated Articles to the Transaction Resolution attached as Appendix “A” to the Circular for a description of the structure.

See “The Transaction – Amendments to Notice of Articles and Articles” for additional information.

³The GH Group Founders do not, as of the date hereof, hold, beneficially own or control, directly or indirectly, any BRND Class A Restricted Voting Shares.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “Shareholders’ Meeting”) of the holders (collectively, the “BRND Shareholders”) of (i) Class A restricted voting shares of BRND (the “BRND Class A Restricted Voting Shares”) and (ii) Class B shares of BRND (the “BRND Class B Shares”, and together with the BRND Class A Restricted Voting Shares, the “BRND Shares”) of Mercer Park Brand Acquisition Corp. (“BRND”, the “Corporation” or “our”) is scheduled to be held via live webcast on June 2, 2021 at 11:00 a.m. (Toronto time), for the following purposes:

To consider, and, if thought advisable, to pass a special separate resolution (the “Transaction Resolution”), the full text of which is set forth in Appendix “A” attached to the accompanying management information circular (the “Circular”), to:

approve BRND’s qualifying transaction (the “Transaction”), pursuant to which, among other things, BRND proposes to merge with GH Group, Inc. (“GH Group”) for a value (payable to sellers of GH Group that are non-accredited investors in cash and payable to all other such sellers in shares) of US$325 million pursuant to the terms of the definitive merger agreement in respect thereof (as it may be amended), which includes authorizing the issuance of: (i) subordinate, restricted or limited voting shares of BRND (“Equity Shares”) issuable upon the exchange of certain exchangeable shares; (ii) nominal value multiple voting shares of BRND (“Multiple Voting Shares”) to the founders of GH Group for nominal consideration; (iii) US$85 million in Equity Shares (priced at US$10.00 per share) upon the conversion of certain private placement shares of a wholly-owned subsidiary of BRND; (iv) US$175 million in Equity Shares (US$100 million of which shall be priced at US$10.00 per share and US$75 million of which shall be priced based on the volume weighted average price of the Equity Shares for twenty (20) consecutive trading days immediately prior to October 31, 2024 and which shall vest pursuant to a defined formula) pursuant to a series of agreements whereby GH Group has the option, subject to satisfactory completion of due diligence and other conditions, to acquire a large greenhouse farm complex located in southern California; and (v) up to US$24 million in Equity Shares (priced at US$10.00 per share) pursuant to a Merger and Exchange Agreement dated as of February 23, 2021 between GH Group and Element 7, LLC (“Element 7”), whereby GH Group has the right, subject to satisfactory completion of due diligence, to merge with up to 17 subsidiary entities of Element 7 which are in the process of applying for up to 17 state and local retail cannabis licenses in California, by way of a separate merger for each entity;

approve the amendment of the notice of articles and articles of BRND (the “Articles”), as set out in Schedule “A” to the Transaction Resolution attached as Appendix “A” to the Circular, to:

create two new share classes of the Corporation, being the restricted voting shares (“Restricted Voting Shares”) and the limited voting shares (“Limited Voting Shares”), and to attach special rights and restrictions to those shares, including applying coattail terms to such shares similar to those applicable to the existing subordinate voting shares of the Corporation (“Subordinate Voting Shares”);

amend the special rights and restrictions attached to the existing Subordinate Voting Shares, including without limitation, by amending the requirements on who may hold Subordinate Voting Shares;

amend the special rights and restrictions attached to the existing Multiple Voting Shares in order to convert the terms of such class of shares into nominal value preferred shares with a US$0.001 per share redemption and liquidation value (rounded down to the nearest cent taking into account all Multiple Voting Shares being redeemed or liquidated at the relevant time by the applicable holder), carrying 50 votes per share, having limited transferability and being subject to a three (3)-year sunset provision, at which time they would be automatically redeemed;

amend the special rights and restrictions attached to the BRND Class A Restricted Voting Shares and BRND Class B Shares so that, effective simultaneously with the closing of the acquisition of GH Group, the unredeemed BRND Class A Restricted Voting Shares and BRND Class B Shares shall be converted on a one-for-one basis into Equity Shares (with the result that, immediately following the closing of the Transaction, the non-redeemed BRND Class A Restricted Voting Shares and BRND Class B Shares will be converted into Equity Shares); and

create a new class of shares of the Corporation, being the preferred shares, which will be unlimited in number and be issuable in series with such terms as are determined by the board of directors of the Corporation from time to time (it is not intended that such preferred shares will be used for anti-takeover purposes);

approve a second amendment of the notice of articles and Articles, following the redemption and/or conversion of the BRND Class A Restricted Voting Shares and BRND Class B Shares, as applicable, to:

alter the authorized share structure of BRND to remove the BRND Class A Restricted Voting Shares and BRND Class B Shares; and

adopt amended and restated articles substantially in the form set out in Schedule “B” to the Transaction Resolution attached as Appendix “A” to the Circular.

The Transaction Resolution will also provide that, upon closing of the Transaction, the initial auditors of the Corporation will be Macias, Gini and O’Connell LLP and that the directors are authorized to fix the remuneration thereof.

To consider, and, if thought advisable, to pass an ordinary resolution (the “Equity Incentive Plan Resolution”), the full text of which is set forth in Appendix “B” attached to the accompanying Circular, to approve, conditional on the closing of the Transaction, the proposed Equity Incentive Plan, which includes authorizing the grant of rights to acquire up to 16,406,629 Equity Shares.

The Equity Incentive Plan Resolution will be required to be approved by an ordinary resolution of all BRND Shareholders, voting together as if they were a single class of shares.

To elect Kyle Kazan, Graham Farrar, Jamie Mendola, Jocelyn Rosenwald, Lameck Humble Lukanga, George Raveling, Bob Hoban and Hector De Le Torre, on an individual basis, as directors of the Corporation (the “Resulting Issuer Board”) to hold office conditional upon closing of the Transaction.

The election of the nominees to the Resulting Issuer Board will be required to be approved, on an individual basis, by a simple majority of the votes cast by all BRND Shareholders, voting together as if they were a single class of shares.

To transact such further or other business as may properly come before the Shareholders’ Meeting or any adjournment(s) or postponement(s) thereof.

⁴ The GH Group Founders do not, as of the date hereof, hold, beneficially own or control, directly or indirectly, any BRND Class A Restricted Voting Shares.

Out of an abundance of caution, to proactively deal with the unprecedented public health impact of the novel coronavirus disease, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold the Shareholders’ Meeting in a virtual-only format, which will be conducted via live audio webcast. All BRND Shareholders, regardless of their geographic location, will have an equal opportunity to participate in the Shareholders’ Meeting and engage with directors and management of BRND as well as with other BRND Shareholders. BRND Shareholders will not be able attend the Shareholders’ Meeting in person. At the Shareholders’ Meeting, if you virtually attend, you will have the opportunity to ask questions and vote on the Transaction and a number of important related matters. Alternatively, you may vote by proxy (if you are a registered shareholder) or by following the instructions on the voting information form (if you are a beneficial shareholder), in each case, by following the applicable directions.

The record date for the determination of registered BRND Shareholders entitled to receive notice of and to vote at the Shareholders’ Meeting is the close of business on May 3, 2021 (the “Record Date”). Only BRND Shareholders whose names are entered in the register of BRND Shareholders as of the close of business on the Record Date will be entitled to receive notice of, and to vote their shares at, the Shareholders’ Meeting. Registered BRND Shareholders and duly appointed proxyholders will be able to virtually attend, participate, vote and ask questions at the Shareholders’ Meeting online at https://web.lumiagm.com/207586819. Beneficial shareholders of BRND (being shareholders who hold their shares through a securities dealer or broker, bank, trust company or trustee, custodian, nominee or other intermediary), who have not duly appointed themselves as their proxy will be able to virtually attend the Shareholders’ Meeting only as guests and to listen to the webcast but not be able to participate, ask questions or vote at the Shareholders’ Meeting. This notice of annual and special meeting of BRND Shareholders is accompanied by (i) the Circular, (ii) a form of proxy (for registered shareholders), and/or (iii) a voting instruction form (for beneficial shareholders). A letter of transmittal will be available upon a request being made to the Corporation.

As a result of the foregoing, among other things, all BRND Class A Restricted Voting Shares in respect of which valid notices of redemption in respect of the Transaction have been deposited by the Redemption Deposit Deadline (as defined in the Circular) and not withdrawn will be redeemed by BRND effective immediately prior to the closing of the Transaction (the “Effective Time”), and, upon receipt by each such BRND Shareholder of the redemption amount for their BRND Class A Restricted Voting Shares in accordance with the constating documents of BRND, each such redeeming BRND Shareholder shall cease to have any rights as a registered BRND Shareholder, and such BRND Class A Restricted Voting Shares shall be cancelled and cease to be outstanding.

The specific details of the matters proposed to be put before the Shareholders Meeting are set forth in the Circular accompanying this Notice. The full text of the Transaction Resolution and the Equity Incentive Plan Resolution are set out in Appendices “A” and “B”, respectively, to the Circular. A form of proxy or voting instruction form also accompanies this Notice.

If the Transaction Resolution is not approved by the registered BRND Shareholders at the Shareholders’ Meeting, the Equity Incentive Plan Resolution will not be proceeded with at the Shareholders’ Meeting.

A registered BRND Shareholder may virtually attend the Shareholders’ Meeting or may be represented by proxy. If you are a registered BRND Shareholder and you are unable to virtually attend the Shareholders’ Meeting, we encourage you to vote by completing the enclosed form of proxy or, alternatively, electronically or by telephone, in each case in accordance with the enclosed instructions. Voting by proxy will not prevent you from voting virtually at the Shareholders’ Meeting if you virtually attend the Shareholders’ Meeting and will ensure that your vote will be counted if you are unable to virtually attend. A proxy will not be valid for use at the Shareholders’ Meeting unless the completed form of proxy is delivered to the offices of BRND’s transfer agent, Odyssey Trust Company, at Suite 702, 67 Yonge St., Toronto, Ontario, Canada M5E 1J8, Attention: Proxy Department prior to 11:00 a.m. on May 31, 2021 or, if the Shareholders’ Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for the reconvening of the Shareholders’ Meeting. A person appointed as a proxyholder need not be a shareholder.

If you are a non-registered BRND Shareholder, please refer to the section in the Circular entitled “General Proxy Information — Advice to Beneficial BRND Shareholders” as well as the instructions set out in the voting instruction form or other instructions received from your financial intermediary for information on how to vote your BRND Shares.

III

Registered holders of BRND Class A Restricted Voting Shares have the right to redeem all or a portion of their BRND Class A Restricted Voting Shares in accordance with their terms, provided that they deposit or, in the case of non-registered shareholders, instruct the applicable participant in the depository, trading, clearing and settlement systems administered by CDS Clearing and Depositary Services Inc. (“CDS”) to cause CDS to deposit their shares for redemption prior to 5:00 p.m. (Toronto time) on June 2, 2021. Notwithstanding the foregoing redemption right, no registered holder of BRND Class A Restricted Voting Shares, together with any affiliate of such holder or other person with whom such holder or affiliate is acting jointly or in concert, will be permitted to redeem more than an aggregate of 15% of the number of BRND Class A Restricted Voting Shares issued and outstanding. Redemptions of BRND Class A Restricted Voting Shares shall be funded out of BRND’s escrow account, which, as of April 29, 2021, consisted of US$407,590,197 or approximately US$10.11 per Class A Restricted Voting Share (net of applicable taxes).

DATED at New York, New York, this 12^th day of May, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Jonathan Sandelman”

Jonathan Sandelman

Chairman and Director

FREQUENTLY ASKED QUESTIONS

The following questions and answers about the Shareholders’ Meeting, voting thereat, and the Transaction, as applicable, are designed to help you understand such matters in more detail. All capitalized terms not otherwise defined have the meanings ascribed to them in the Circular.

About the Shareholders’ Meeting

Why did I receive this package of information?

The Transaction and the related matters described in the Circular are subject to, among other things, obtaining BRND Shareholder approval, as further described below. As a registered or beneficial BRND Shareholder as of the close of business on May 3, 2021, you are entitled to receive notice of and vote at the Shareholders’ Meeting.

What is this document?

This document is an information circular furnished to registered BRND Shareholders in connection with the solicitation of proxies by and on behalf of the management of BRND for use at the Shareholders’ Meeting or at any adjournment(s) or postponement(s) thereof. The Circular provides additional information respecting the Transaction, among other things. References in this Circular to the Shareholders’ Meeting include any adjournment(s) or postponement(s) thereof that may occur.

Who is soliciting my proxy?

Your proxy is being solicited by and on behalf of BRND’s management for use at the Shareholders’ Meeting or any adjournment(s) or postponement(s) thereof. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the regular employees of BRND at nominal cost. All costs of solicitation by management will be borne by BRND.

BRND will not be using the notice-and-access mechanism under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for distribution of the Notice of Meeting of Shareholders and the Circular to registered BRND Shareholders.

See “General Proxy Information – Solicitation of Proxies”.

When and where is the Shareholders’ Meeting?

The Shareholders’ Meeting is scheduled to be held virtually. The Shareholders’ Meeting will be held via live audio webcast on June 2, 2021 at 11:00 a.m. (Toronto time) at https://web.lumiagm.com/207586819.

Who is entitled to vote at the Shareholders’ Meetings and how will votes be counted?

All registered BRND Shareholders as of the close of business on May 3, 2021 (the “Record Date”) are entitled to vote on the Transaction Resolution, and should the Transaction Resolution be approved, all registered BRND Shareholders as of the close of business on May 3, 2021 are entitled to vote on the Equity Incentive Plan Resolution.

Odyssey Trust Company (“Odyssey”), the transfer agent and registrar of the Corporation, will count the votes.

What if I acquired ownership of BRND Shares after May 3, 2021?

Only registered BRND Shareholders as of the close of business on the Record Date are entitled to receive notice of, attend, be heard and vote at the Shareholders’ Meeting online at https://web.lumiagm.com/207586819.

When is voting recommended?

In order to ensure that your proxy is received in time for the Shareholders’ Meeting, to be held on June 2, 2021 at 11:00 a.m. (Toronto time), we recommend that you vote as soon as possible.

What am I being asked to vote on?

You are being asked to vote on the Transaction Resolution to approve the Transaction, pursuant to which, among other things:

BRND proposes to merge with GH Group, Inc. pursuant to the terms of the definitive merger agreement in respect thereof (as it may be amended as of or prior to at the closing of the Transaction), which includes the issuance of (i) Equity Shares upon the exchange of the Exchangeable Shares of one of BRND’s subsidiaries, and (ii) Multiple Voting Shares to the GH Group Founders;

BRND proposes to amend its notice of articles and articles in order to:

create two new share classes of the Corporation, being the Restricted Voting Shares and the Limited Voting Shares, and to attach special rights and restrictions to those shares, including applying coattail terms to such shares similar to those applicable to the existing Subordinate Voting Shares;

amend the special rights and restrictions attached to the existing Subordinate Voting Shares, including without limitation, by amending the requirements on who may hold Subordinate Voting Shares;

amend the special rights and restrictions attached to the existing Multiple Voting Shares in order to convert the terms of such class of shares into nominal value preferred shares with a US$0.001 per share redemption and liquidation value (rounded down to the nearest cent taking into account all Multiple Voting Shares being redeemed or liquidated at the relevant time by the applicable holder), carrying 50 votes per share, having limited transferability and being subject to a three (3)- year sunset provision, at which time they would be automatically redeemed;

amend the special rights and restrictions attached to the BRND Class A Restricted Voting Shares and BRND Class B Shares so that, effective simultaneously with the closing of the acquisition of GH Group, the unredeemed BRND Class A Restricted Voting Shares and BRND Class B Shares shall be converted on a one-for-one basis into Equity Shares (with the result that, immediately following the closing of the acquisition of GH Group, the non-redeemed BRND Class A Restricted Voting Shares and BRND Class B Shares will be converted into Equity Shares); and

all of the foregoing as set out in Schedule “A” to the Transaction Resolution attached as Appendix “A” to the Circular; and

following the redemption and/or conversion of the BRND Class A Restricted Voting Shares and BRND Class B Shares, to:

alter the authorized share structure of BRND to remove the BRND Class A Restricted Voting Shares and BRND Class B Shares; and

adopt amended and restated articles substantially in the form set out in Schedule “B” to the Transaction Resolution attached as Appendix “A” to the Circular; and

BRND proposes that its auditors following closing of the Transaction shall be Macias, Gini & O’Connell LLP.

Additionally, you are being asked to vote on the Equity Incentive Plan Resolution authorizing the adoption of the proposed equity incentive plan of BRND and the election of the directors of the Corporation to hold office conditional upon closing of the Transaction.

If the Transaction is not approved by the registered BRND Shareholders at the Shareholders’ Meeting, the Equity Incentive Plan Resolution will not be proceeded with at the Shareholders’ Meeting.

Does the board of directors of BRND (the “BRND Board”) support the Transaction and the Equity Incentive Plan Resolution?

Yes. After careful consideration by the BRND Board, the BRND Board has unanimously concluded that the Transaction and the Equity Incentive Plan Resolution are in the best interests of BRND. Moreover, the BRND Board has unanimously determined that the Transaction is fair to BRND Shareholders. Accordingly, the BRND Board has unanimously approved the Transaction and unanimously recommends that registered BRND Shareholders vote FOR the Transaction Resolution and the Equity Incentive Plan Resolution.

What is the quorum for the Shareholders’ Meeting?

For all purposes contemplated by this Circular, the quorum for the transaction of business at the Shareholders’ Meeting is one person who is, or who represents by proxy, shareholders who, in the aggregate, hold at least 25% of the issued shares entitled to be voted at the Shareholders’ Meeting.

How many BRND Shares are entitled to vote?

The authorized capital of the Corporation consists of an unlimited number of (i) BRND Class A Restricted Voting Shares and (ii) BRND Class B Shares. Each holder of BRND Shares is entitled to one vote for each BRND Class A Restricted Voting Share and/or each BRND Class B Share registered in his, her or its name at the close of business on the Record Date. At the close of business on the Record Date, there were 40,250,000 BRND Class A Restricted Voting Shares outstanding and 10,198,751 BRND Class B Shares outstanding.

What if amendments are made to these matters or other business is brought before the Shareholders’ Meeting?

The accompanying form of proxy or voting instruction form confers discretionary authority on the persons named therein as proxies with respect to any amendments or variations to the matters identified in each of the Notice of Meeting contained in this Circular, or other matters that may properly come before the Shareholders’ Meeting, and the named proxies in your properly executed proxy or voting instruction form will vote on such matters in accordance with their judgment. At the date of this Circular, management of BRND is not aware of any such amendments, variations or other matters which are to be presented for action at the Shareholders’ Meeting.

How can I vote my BRND Shares?

If you are a non-registered holder of BRND Class A Restricted Voting Shares (meaning that your BRND Class A Restricted Voting Shares are held beneficially on your behalf, or for your account, by a broker, investment dealer, bank, trust company or other intermediary), please carefully follow the instructions provided by such intermediary in order to vote.

If you were a registered BRND Shareholder as of the close of business on the Record Date, you can virtually attend and vote at the Shareholders’ Meeting. If you cannot virtually attend the Shareholders’ Meeting, please carefully follow the instructions provided in the enclosed form of proxy in order to vote. You can vote your BRND Shares either by virtually attending and voting your BRND Shares at the Shareholders’ Meeting or, if you cannot virtually attend the Shareholders’ Meeting, by having your BRND Shares voted by proxy in accordance with the instructions set out on the accompanying form of proxy.

See “General Proxy Information” in this Circular for more information on voting your BRND Shares.

How do I vote at the Shareholders’ Meeting?

Registered shareholders may vote at the Shareholders’ Meeting by completing a ballot online during the Shareholders’ Meeting, as further described below. See “How do I virtually attend and participate at the Shareholders’ Meeting?”.

Beneficial shareholders who have not duly appointed themselves as proxyholder will be able to virtually attend the Shareholders’ Meeting only as guests and to listen to the webcast but not be able to participate, ask questions or vote at the Shareholders’ Meeting. This is because the Corporation and its transfer agent do not have a record of the beneficial shareholders of the Corporation, and, as a result, will have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder. If you are a beneficial shareholder and wish to vote at the Shareholders’ Meeting, you have to appoint yourself as proxyholder, by inserting your own name in the space provided on the voting instruction form sent to you and must follow all of the applicable instructions provided by your intermediary. See “How do I appoint a third-party as proxy” and “How do I virtually attend and participate at the Shareholders’ Meeting?”.

How do I appoint a third-party as proxy?

The following applies to BRND Shareholders who wish to appoint a person (a “third-party proxyholder”) other than the management nominees set forth in the form of proxy or voting instruction form as proxyholder, including beneficial shareholders who wish to appoint themselves as proxyholder to participate or vote at the Shareholders’ Meeting.

BRND Shareholders who wish to appoint a third-party proxyholder to vote at the Shareholders’ Meeting as their proxy and vote their BRND Shares MUST submit their proxy or voting instruction form (as applicable) appointing such third-party proxyholder AND register the third-party proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a username to virtually attend, participate or vote at the Shareholders’ Meeting.

Step 1: Submit your proxy or voting instruction form: To appoint a third-party proxyholder, insert such person’s name in the blank space provided in the form of proxy or voting instruction form and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

Step 2: Register your proxyholder: To register a proxyholder, shareholders MUST send an email to brnd@odysseytrust.com by 11:00 a.m. (Toronto time) on May 31, 2021, and provide Odyssey with the required proxyholder contact information, number of shares appointed, name in which the shares are registered if they are a registered shareholder, or name of broker where the shares are held if a beneficial shareholder, so that Odyssey may provide the proxyholder with a username via email. Without a username, proxyholders will not be able to virtually attend, participate or vote at the Shareholders’ Meeting.

If you are a beneficial shareholder and wish to virtually participate or vote at the Shareholders’ Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading “How do I virtually attend and participate at the Shareholders’ Meeting?”.

How do I virtually attend and participate at the Shareholders’ Meeting?

The Corporation is holding the Shareholders’ Meeting in a virtual-only format, which will be conducted via live audio webcast. BRND Shareholders will not be able to attend the Shareholders’ Meeting in person. In order to participate or vote at the Shareholders’ Meeting (including for voting and asking questions at the Shareholders’ Meeting), BRND Shareholders must have a valid username. Registered BRND Shareholders and duly appointed proxyholders will be able to virtually attend, participate and vote at the Shareholders’ Meeting online at https://web.lumiagm.com/207586819. Such persons may then enter the Shareholders’ Meeting by clicking “I have a login” and entering a username and password before the start of the Shareholders’ Meeting.

Registered shareholders: The 12-digit control number located on the form of proxy is the username. The password to the Shareholders’ Meeting is “brnd2021” (case sensitive). If, as a registered BRND Shareholder, you are using your control number to login to the Shareholders’ Meeting and have previously voted, you do not need to vote again when the polls are opened. Should you choose to vote at the Shareholders’ Meeting, you will be revoking any and all previously submitted votes.

Duly appointed proxyholders: Odyssey, the transfer agent and registrar of the Corporation, will provide the proxyholder with a username by e-mail after the voting deadline has passed. The password to the Shareholders’ Meeting is “brnd2021” (case sensitive). Only registered BRND Shareholders and duly appointed proxyholders will be entitled to participate and vote at the Shareholders’ Meeting. Beneficial BRND Shareholders who have not duly appointed themselves as proxyholder will be able to virtually attend the Shareholders’ Meeting only as guests and to listen to the webcast but not be able to participate, ask questions or vote at the Shareholders’ Meeting. BRND Shareholders who wish to appoint a third-party proxyholder to represent them at the Shareholders’ Meeting (including beneficial BRND Shareholders who wish to appoint themselves as proxyholder to participate or vote at the Shareholders’ Meeting) MUST submit their duly completed proxy or voting instruction form AND register the proxyholder. See “How do I appoint a third-party as proxy?”.

BRND Shareholders will be allowed to log in as early as 30 minutes before the start time on June 2, 2021. The virtual Shareholders’ Meeting platform is supported across internet browsers (e.g., Edge, Firefox, Chrome, and Safari) and devices (e.g., desktops, laptops, tablets, and cell phones). If you intend to join the live audio webcast, you should ensure that you have a strong Internet connection from wherever you intend to join and participate in the virtual Shareholders’ Meeting. We encourage you to access the virtual Shareholders’ Meeting before it begins, and you should give yourself plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Shareholders’ Meeting.

What do I do as a U.S. beneficial shareholder?

If you are a beneficial shareholder located in the United States and wish to participate or vote at the Shareholders’ Meeting or, if permitted, appoint a third-party as your proxyholder, in addition to the steps described above under “How do I virtually attend and participate at the Shareholders’ Meeting?”, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Odyssey. Requests for registration from beneficial shareholders located in the United States that wish to participate or vote at the Shareholders’ Meeting or, if permitted, appoint a third-party as their proxyholder must be sent by e-mail to brnd@odysseytrust.com and received by no later than 11:00 a.m. (Toronto time) on the second business day preceding the day of the Shareholders’ Meeting (being May 31, 2021) or not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding any adjournment(s) or postponement(s) thereof.

How do I ask questions prior to or at the Shareholders’ Meeting?

If you want to ask questions during the Shareholders’ Meeting, log into the virtual meeting platform at https://web.lumiagm.com/207586819, click on the double chat bubble icon, type your question into the chat field, and click the send arrow button.

Questions pertinent to Shareholders’ Meeting matters will be answered during the Shareholders’ Meeting, subject to time constraints of two-minute limits per question and two questions per BRND Shareholder. Questions that are unrelated to the proposals under discussion, use blatantly offensive language or are regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, will not be answered by the chair of the Shareholders’ Meeting or management.

Am I entitled to dissent rights?

Registered BRND Shareholders are not entitled to any dissent rights in respect of the Transaction Resolution or the Equity Incentive Plan Resolution.

How can I redeem my BRND Class A Restricted Voting Shares?

Registered holders of BRND Class A Restricted Voting Shares can elect to redeem all or a portion of their BRND Class A Restricted Voting Shares, provided that they deposit (and do not validly withdraw) their BRND Class A Restricted Voting Shares for redemption prior to the Redemption Deposit Deadline and, subject to applicable law, upon the closing of the Transaction, for an amount per BRND Class A Restricted Voting Share, payable in cash, equal to the pro-rata portion, per BRND Class A Restricted Voting Share, of (i) the escrowed funds available in the BRND’s escrow account (the “Escrow Account”) at the time of the Shareholders’ Meeting, including interest and other amounts earned thereon; less (ii) an amount equal to the total of (A) applicable taxes payable by BRND on such interest and other amounts earned in the Escrow Account, and (B) actual and expected direct expenses related to the redemption, each as reasonably determined by BRND; for greater certainty, such amount will not be reduced by the amount of any tax payable by BRND under Part VI.1 of the Income Tax Act (Canada) or the deferred underwriting commission per BRND Class A Restricted Voting Share held in the Escrow Account. The redemption price per BRND Class A Restricted Voting Share is expected to be approximately US$10.11, assuming a redemption date of June 4, 2021. Registered holders of BRND Class A Restricted Voting Shares may elect to redeem their BRND Class A Restricted Voting Shares irrespective of whether they vote for or against, or do not vote on, the Transaction.

A non-registered holder of BRND Class A Restricted Voting Shares who desires to exercise its redemption rights in connection with the BRND articles must do so by causing a participant (a “CDS Participant”) in the depository, trading, clearing and settlement systems administered by CDS Clearing and Depositary Services Inc. (“CDS”) to deliver to CDS (at its office in the City of Toronto) on behalf of the owner a written notice (a “Redemption Notice”) of the owner’s intention to redeem BRND Class A Restricted Voting Shares in connection with the BRND articles. A non-registered holder of BRND Class A Restricted Voting Shares who desires to redeem BRND Class A Restricted Voting Shares should ensure that the CDS Participant is provided with notice of his or her intention to exercise his or her redemption privilege sufficiently in advance of the notice date described above so as to permit the CDS Participant to deliver notice to CDS and so as to permit CDS to deliver notice to BRND’s transfer agent in advance of the required time.

Notwithstanding the foregoing redemption right, no registered holder of BRND Class A Restricted Voting Shares, together with any affiliate of such holder or any other person with whom such holder or affiliate is acting jointly or in concert, is permitted to redeem more than an aggregate of 15% of the number of issued and outstanding BRND Class A Restricted Voting Shares.

Redemptions of BRND Class A Restricted Voting Shares shall be funded out of BRND’s escrow account, which, as of April 29, 2021, consisted of US$407,590,197 or approximately US$10.11 per Class A Restricted Voting Share (net of applicable taxes).

See “Redemption Rights” for more information on your redemption rights in connection with the Shareholders’ Meeting.

About the Transaction

I own BRND Class A Restricted Voting Shares. What will I receive if the Transaction is completed?

Upon consummation of the Transaction, each unredeemed BRND Class A Restricted Voting Share will convert into one Equity Share in accordance with BRND’s notice of articles and articles, as amended in connection with the Transaction Resolution.

Why is the Corporation proposing the Transaction?

The BRND Board and BRND’s management were mandated to seek out and consummate a transaction that constitutes BRND’s qualifying transaction under Part X of the NEO Exchange Manual within a 24-month period from the closing of BRND’s IPO (the “Permitted Timeline”). The Permitted Timeline may be extended to up to 36 months from the closing of BRND’s IPO with approval of only the holders of the BRND Class A Restricted Voting Shares, by ordinary resolution, with approval of the board of directors of BRND, and with the consent of the NEO Exchange, if required. Since BRND’s IPO in May 2019, the BRND Board and BRND’s management reviewed several potential qualifying transactions and have negotiated the terms of the Transaction and related matters. On May 5, 2021, the holders of the BRND Class A Restricted Voting Shares approved an ordinary resolution to extend the Permitted Timeline to July 30, 2021.

What is GH Group?

GH Group is a vertically integrated producer and seller of adult-use and medicinal cannabis and related products in the State of California. GH Group has been cultivating cannabis since 2015 and was one of the first three recipients of a license to open a retail dispensary in Santa Barbara, California. It possesses (i) an aggregate of 550,000 sq. ft. in two operating greenhouse facilities in Santa Barbara county that both include associated processing facilities, (ii) a volatile and non-volatile manufacturing and distribution facility in Lompoc, California, and (iii) an additional non-volatile manufacturing facility in Long Beach, California. GH Group owns three operating retail dispensaries in Santa Barbara, Los Angeles and Berkeley, California and partially owns and manages a fourth located in Los Angeles that includes a specialty indoor cultivation facility. GH Group is brand-focused with cannabis products including flower, oil and concentrate, tinctures, and vaporizer products. GH Group’s brands include Forbidden Flowers and Glass House Farms, which is the second largest cannabis flower brand in California according to data from BDS Analytics. See “The Business of the GH Group” in the Information Statement attached as Appendix “D” to the Circular.

In addition, GH Group has executed a series of agreements whereby GH Group has the option, subject to satisfactory completion of due diligence and other conditions, to acquire SoCal Greenhouse (as defined in the Circular) a large greenhouse farm complex located in southern California which, while currently used to grow tomatoes and cucumbers, is anticipated, subject to the receipt of applicable regulatory approvals, to be re-purposed to grow cannabis. See “SoCal Greenhouse Acquisition” in the Information Statement attached as Appendix “D” to this Circular.

GH Group has also executed an agreement with Element 7 whereby GH Group has the right, subject to satisfactory completion of due diligence and other conditions, to merge with certain subsidiary entities of Element 7 which are in the process of applying for up to 17 state and local retail cannabis licenses in California. In addition, GH Group has agreed, subject to certain conditions, to appoint Element 7 as a consultant to assist with the obtaining of additional permits, licenses and operations in California. See “Element 7” in the Information Statement attached as Appendix “D” to this Circular.

How do I deposit my BRND Shares?

Registered BRND Shareholders: A letter of transmittal is available upon request from the Corporation, which, when properly completed and duly executed and returned together with the certificate(s) or DRS advice(s) representing BRND Shares and all additional documents as Odyssey may reasonably require, will enable each holder of BRND Shares to obtain the Equity Shares to which such holder of BRND Shares is entitled under the Transaction. The details for the surrender of BRND Shares certificates to Odyssey and the address of Odyssey will be set out in the letter of transmittal.

Beneficial BRND Shareholders: If the Transaction is completed, CDS is expected to effect a one-for-one share exchange of the non-redeemed BRND Class A Restricted Voting Shares held in CDS for Equity Shares. Beneficial owners of BRND Class A Restricted Voting Shares are not required to take any further action to receive the Equity Shares which they are entitled to receive.

See “Procedure for the Exchange of BRND Shares”.

When will the Transaction be completed?

On May 5, 2021, the holders of the BRND Class A Restricted Voting Shares approved an ordinary resolution to extend the Permitted Timeline to July 30, 2021. Subject to receipt of applicable regulatory and other approvals, and the satisfaction or waiver of all closing conditions, it is presently anticipated that the Transaction will be completed in the first half of June 2021. There can be no assurance that the Transaction will be completed.

What will I have to do as a BRND Shareholder to receive the Equity Shares for my BRND Class A Restricted Voting Shares?

Registered BRND Shareholders: If you are a registered holder of BRND Shares, you must complete and send the letter of transmittal (available upon request from the Corporation) with the certificate(s) or DRS advice(s) (if applicable) representing your BRND Shares to the Depositary. The Depositary is required to mail you evidence of ownership of Equity Shares as soon as practicable after the closing of the Transaction or upon receipt of your completed letter of transmittal and of BRND Share certificate(s) or DRS advice(s) following closing of the Transaction.

Beneficial BRND Shareholders: If you are a beneficial holder of BRND Class A Restricted Voting Shares, your non-redeemed BRND Class A Restricted Voting Shares and will automatically convert into Equity Shares on a one-for-one basis upon the consummation of the Transaction, and you will receive such Equity Shares through your account with your broker, investment dealer, bank, trust company or other intermediary that holds BRND Shares on your behalf. You should contact your intermediary if you have questions about this process.

About Approval of the Transaction

What approvals are required for the Transaction to become effective?

Completion of the Transaction is subject to, among other things, the receipt of (i) BRND Shareholder approval of the Transaction Resolution, (ii) the approval of the NEO Exchange, and (iii) the required approvals and consents from applicable regulatory authorities.

What is the required BRND Shareholder approval level in respect of the Transaction Resolution, the Equity Incentive Plan Resolution and the election of the nominees to the Resulting Issuer Board?

The Equity Incentive Plan Resolution will be required to be approved by an ordinary resolution of the BRND Shareholders, voting together as if they were a single class of shares.

⁵The GH Group Founders do not, as of the date hereof, hold, beneficially own or control, directly or indirectly, any BRND Class A Restricted Voting Shares.

What happens if the BRND Shareholders do not approve the Transaction Resolution?

If the Corporation does not receive the required vote by the registered BRND Shareholders in favour of the Transaction Resolution, the Transaction will likely not become effective. If the Transaction is not completed, the Corporation may pursue another qualifying transaction. Further, if the Transaction is not completed, the Corporation may be unable to seek out and consummate a transaction that constitutes the Corporation’s qualifying transaction under Part X of the NEO Exchange Manual within the time period required. See “Risks Associated with the Transaction” in the Circular.

About BRND Shares

Will the BRND Equity Shares and the BRND Warrants continue to be listed on the NEO Exchange after the Transaction?

It is a condition of closing the Transaction that the Equity Shares, into which the Class A Restricted Voting Shares will be converted, are approved to be listed on the NEO Exchange.

Assuming the Equity Shares are listed on the NEO Exchange, the BRND Warrants will continue to be listed on the NEO Exchange upon completion of the Transaction.

Tax Consequences to BRND Shareholders

What are the tax consequences of the Transaction to me as a BRND Shareholder?

This Circular contains a summary of the principal Canadian federal income tax considerations relevant to BRND Shareholders. Please see the discussions under the headings “Certain Canadian Federal Income Tax Considerations”. This summary is of a general nature only and is not, and is not intended to be, nor should it be construed to be, legal or tax advice or representations to any particular BRND Shareholder. This summary is not exhaustive of all income tax considerations. Accordingly, BRND Shareholders, and, in particular, BRND Shareholders that are United States residents and/or citizens, are urged to consult their own legal and tax advisors with respect to the tax consequences to them having regard to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, state or other jurisdiction that may be applicable to the BRND Shareholder.

Who to Call with Questions

Who can I contact if I have questions?

If you have any questions or require any assistance in executing your proxy or voting instruction form, please call Odyssey Trust Company, BRND’s transfer agent, at 1-833-394-7716 or your tax, financial, legal or other professional advisors.

TABLE OF CONTENTS

INTRODUCTION	1

FORWARD-LOOKING STATEMENTS	2

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES	3

GLOSSARY OF TERMS	3

SUMMARY	8

GENERAL PROXY INFORMATION	1
Solicitation of Proxies	1
Participation in the Shareholders’ Meeting	1
Appointment and Revocation of Proxies	2
Virtual Attendance and Participation in the Shareholders’ Meeting	4
Asking Questions	4
Advice to Beneficial BRND Shareholders	5

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON	5
Founders’ Shares	5

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	6

VOTING SHARES AND THE PRINCIPAL HOLDERS THEREOF	6

THE TRANSACTION	7
Background to the Transaction	9
The Definitive Agreement	10
Exchangeable Shares and Exchange Rights Agreement	10
Amendments to Notice of Articles and Articles	11
Recommendation of the BRND Board	15
Reasons for the Recommendation of the BRND Board	15
Qualifying Transaction Fair Market Value Threshold	17
Transaction Steps	17
BRND Founders and GH Group Founders	18
BRND Shareholder Approval of the Transaction	19
Post-Transaction Structure	19
Interests of Certain Persons in the Transaction	19

PROCEDURE FOR THE EXCHANGE OF BRND SHARES	21

REDEMPTION RIGHTS	21

EQUITY INCENTIVE PLAN	23

ELECTION OF DIRECTORS	23
Cease Trade Orders, Bankruptcies, Penalties or Sanctions	27
Conflicts of Interest	28

SUMMARY PRO FORMA CONSOLIDATED FINANCIAL INFORMATION	28

STOCK EXCHANGE LISTINGS	28

CANADIAN SECURITIES LAW MATTERS	28

UNITED STATES SECURITIES LAWS MATTERS	28

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	30

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	34

RISKS ASSOCIATED WITH THE TRANSACTION	35

INFORMATION CONCERNING BRND AND GH GROUP	37

CONTRACTUAL RIGHTS OF RESCISSION AND DAMAGES	37

OTHER BUSINESS	38

DOCUMENTS INCORPORATED BY REFERENCE	38

ADDITIONAL INFORMATION	38

SECURITIES LAW EXEMPTIONS	39

	ADDENDA

APPENDIX “A”	TRANSACTION RESOLUTION
SCHEDULE “A”	PARTS 27 AND 29-32 OF ARTICLES
SCHEDULE “B”	AMENDED AND RESTATED ARTICLES
APPENDIX “B”	EQUITY INCENTIVE PLAN RESOLUTION
APPENDIX “C”	PROPOSED EQUITY INCENTIVE PLAN
APPENDIX “D”	INFORMATION STATEMENT

MANAGEMENT INFORMATION CIRCULAR

(Containing information as at May 4, 2021, unless indicated otherwise)

INTRODUCTION

This management information circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Mercer Park Brand Acquisition Corp. (“BRND”, “Corporation” or “our”) for use at the annual and special meeting of the holders (collectively, the “BRND Shareholders”) of Class A restricted voting shares of the Corporation (“BRND Class A Restricted Voting Shares”) and Class B shares (“BRND Class B Shares”, and together with BRND Class A Restricted Voting Shares, the “BRND Shares”) (and any adjournment(s) or postponement(s) thereof) scheduled to be held on June 2, 2021 (the “Shareholders’ Meeting”) at the time and place and for the purposes set forth in the accompanying Notice of Meeting of Shareholders. No person has been authorized to give any information or make any representation in connection with the Transaction (as defined herein) nor any other matters to be considered at the Shareholders’ Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

All summaries of, and references to, the Transaction in this Circular are qualified in their entirety by reference to the complete text of the Definitive Agreement (as defined herein). You are urged to carefully read the full text of the Definitive Agreement. All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth under the heading “Glossary of Terms”.

The information concerning GH Group, SoCal Greenhouse and Element 7 contained in this Circular, including the appendices, has been provided by GH Group, the principals of SoCal Greenhouse and Element 7, respectively, for inclusion in this Circular. Although the Corporation has no knowledge that any statements contained herein taken from or based on such documents, records or information provided by GH Group, the principals of SoCal Greenhouse and Element 7 are untrue or incomplete, the Corporation assumes no responsibility for the accuracy of the information contained in such documents, records or information or for any failure by GH Group, the principals of SoCal Greenhouse or Element 7, as applicable, to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Corporation, except as expressly herein provided.

This Circular does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities to be issued under or in connection with the Transaction, or the solicitation of a proxy, in any jurisdiction, to or from any person to whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction. Neither the delivery of this Circular nor any distribution of the securities to be issued under or in connection with the Transaction will, under any circumstances, create any implication or be treated as a representation that there has been no change in the information set forth herein since the date of this Circular.

As a result of the Transaction, BRND will derive a substantial portion of its revenues from the cannabis industry in the State of California, which industry is illegal under United States federal law. BRND will be directly involved (through its licensed subsidiaries) in the cannabis industry in the United States where local State laws permit such activities. Currently, its proposed subsidiaries are directly engaged in the manufacture, possession, use, sale or distribution of cannabis and/or hold licenses in the adult-use and medicinal cannabis marketplace in the State of California. See “Risk Factors – Risks Relating to the Legality of Cannabis” below in the Information Statement attached as Appendix “D” to this Circular for additional information on this risk.

Due to the COVID-19 pandemic, the Shareholders’ Meeting will be held as a completely virtual meeting conducted via live audio webcast. BRND Shareholders will not be able to attend the Shareholders’ Meeting in person. A summary of the information BRND Shareholders will need to virtually attend the Shareholders’ Meeting online is provided below.

THE SECURITIES ISSUABLE PURSUANT TO THE DEFINITIVE AGREEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY CANADIAN SECURITIES REGULATORY AUTHORITY, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY, NOR HAS ANY CANADIAN SECURITIES REGULATORY AUTHORITY, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “$” or “US$” are to United States dollars. References to “C$” are to Canadian dollars.

FORWARD-LOOKING STATEMENTS

Certain statements in this Circular, including the appendices hereto, are forward-looking statements within the meaning of applicable securities laws, including, but not limited to, those statements relating to the proposed Transaction, the timing of the closing of the proposed Transaction, the listing of the Equity Shares on the NEO Exchange, information concerning GH Group and the parties and their financial capacity and availability of capital and other statements that are not historical facts. These statements are based upon certain material factors, assumptions and analyses that were applied in drawing a conclusion or making a forecast or projection, including experience of the Corporation and GH Group, and perception of historical trends, current conditions and expected future developments, as well as other factors that are believed to be reasonable in the circumstances. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Corporation and GH Group following the Transaction. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as “pro forma”, “expects”, “anticipates”, “plans”, “believes”, “estimates”, “intends”, “targets”, “projects”, “forecasts”, “seeks”, “likely” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”.

By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of material factors, many of which are beyond the parties’ control, could affect operations, business, financial condition, performance and results of the parties that may be expressed or implied by such forward-looking statements and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to the following:

anticipated approval of each of Transaction Resolution and the Equity Incentive Plan Resolution by the BRND Shareholders;

completion and timing of the Transaction;

receipt and timing of required approvals and consents from applicable regulatory authorities to complete the Transaction;

satisfaction or waiver of closing conditions in accordance with the Definitive Agreement;

expectation that no change or other circumstance will occur that could cause the termination of or a material change to the Definitive Agreement;

the anticipated acquisition of SoCal Greenhouse by GH Group:

the anticipated merger of GH Group with certain subsidiary entities of Element 7 that are in the process of applying for up to 17 State and local retail cannabis licenses in California;

receipt and timing of new licenses and license transfers;

no unforeseen changes in legislative and operating frameworks for the business of GH Group;

general economic, industry and market segment conditions;

changes in applicable environmental, taxation and other laws and regulations, as well as how such laws and regulations are interpreted and enforced;

stock market volatility;

ability to obtain and maintain current and additional financings;

the execution of strategic growth plans;

the ability of GH Group to continue to develop and grow; and

management’s success in anticipating and managing the foregoing factors, as well as the risks described under the heading “Risk Factors” in this Circular and in the Information Statement attached as Appendix “D” to this Circular.

In making these statements, the parties have made assumptions with respect to expected cash provided by continuing operations, future capital expenditures, including the amount and nature thereof, trends and developments in the telecommunications industry, business strategy and outlook, expansion and growth of business and operations, accounting policies, credit risks, anticipated acquisitions, opportunities available to or pursued by the parties, and other matters.

The reader is cautioned that the foregoing list of factors is not exhaustive of the factors that may affect forward-looking statements. The reader is also cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Although the forward-looking statements contained in this Circular are based upon what management of the Corporation and GH Group currently believes to be reasonable assumptions, actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits will be derived therefrom. These forward-looking statements are made as of the date of this Circular and, other than as specifically required by law, neither the Corporation nor GH Group assumes any obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

GH Group report certain non-US GAAP measures that are used to evaluate the performance of its business and the performance of its respective segments, as well as to manage its capital structures. As non-US GAAP measures generally do not have a standardized meaning, they may not be comparable to similar measures presented by other issuers. Securities regulators require such measures to be clearly defined and reconciled with their most directly comparable US GAAP measure. See “The Business of BRND – Definition and Reconciliation of Non-US GAAP Measures” in the Information Statement attached as Appendix “D” of this Circular for a definition and reconciliation of certain of the foregoing non-US GAAP measures to their most directly comparable measures calculated in accordance with US GAAP.

BRND and GH Group believe that such non-US GAAP financial measures and operating metrics provide meaningful supplemental information regarding GH Group performance and may be useful to investors because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. These financial measures and operating metrics are intended to provide investors with supplemental measures of GH Group’s operating performance and thus highlight trends in GH Group’s core business that may not otherwise be apparent when solely relying on the US GAAP measures.

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

The historical and pro forma consolidated financial statements of, and the summaries of historical financial information contained in the Information Statement attached as Appendix “D” to this Circular are reported in U.S. dollars and have been prepared in accordance with US GAAP.

GLOSSARY OF TERMS

Unless the context otherwise requires or where otherwise provided, the following words and terms will have the meanings set forth below when read in this Circular, including the following summary. These terms are not always used herein and may not conform to the defined terms used in schedules and appendices to this Circular.

“3(a)(9) Transactions” has the meaning ascribed to it under the heading “United States Securities Laws Matters”;

“Accounting Standards Relief” has the meaning ascribed to it under the heading “Securities Law Exemptions”;

“Adjusted EBITDA” has the meaning ascribed to it under the heading “Non-U.S. GAAP Measures – Adjusted EBITDA” in the Information Statement attached as Appendix “D” to this Circular;

“allowable capital loss” has the meaning ascribed to it under the heading “Certain Canadian Federal Income Tax Considerations – Taxation of Holders Resident in Canada”;

“Amended and Restated Articles” has the meaning ascribed to it under the heading “The Transaction – Amendments to Notice of Articles and Articles”;

“Amendments” has the meaning ascribed to it under the heading “The Transaction – Amendments to Notice of Articles and Articles”;

“BCBCA” means the Business Corporations Act (British Columbia), as it may be amended from time to time;

“BRND” means Mercer Park Brand Acquisition Corp., and shall include, when appropriate, its subsidiaries from time to time;

“BRND Board” means the board of directors of Mercer Park Brand Acquisition Corp.;

“BRND Class A Restricted Voting Shares” means the Class A restricted voting shares in the capital of BRND, and each a “BRND Class A Restricted Voting Share”;

“BRND Class A Restricted Voting Units” means the Class A restricted voting units offered to the public under BRND’s initial public offering at an offering price of $10.00 per BRND Class A Restricted Voting Unit, each comprised of one (1) BRND Class A Restricted Voting Share and one-half (0.5) of a BRND Warrant, and each a “BRND Class A Restricted Voting Unit”;

“BRND Class B Shares” means the Class B shares in the capital of BRND (and for greater certainty, includes the BRND Founders’ Shares), and each a “BRND Class B Share”;

“BRND Class B Units” means the Class B units of BRND, each comprised of one BRND Class B Share and one-half of a BRND Warrant, and each a “BRND Class B Unit”;

“BRND Founders” means, collectively, Mercer, Charles Miles and Sean Goodrich (or persons or companies controlled by them), as the collective holders of the BRND Founders’ Shares and of the BRND Founders’ Warrants (each as defined herein);

“BRND Founders’ Shares” means the Class B shares in the capital of BRND issued to the BRND Founders (other than as part of the BRND Class B Units), and each a “BRND Founders’ Share”;

“BRND Founders’ Warrants” means the share purchase warrants in the capital of BRND issued to Mercer, and each a “BRND Founders’ Warrant”;

“BRND Shareholders” means the registered or beneficial holders of the BRND Class A Restricted Voting Shares and/or the BRND Class B Shares, as the context requires;

“BRND Shares” means BRND Class B Shares together with BRND Class A Restricted Voting Shares;

“BRND Warrants” means, collectively, (A) the 20,125,000 share purchase warrants underlying the BRND Class A Restricted Voting Units, (B) the 9,810,000 BRND Founders’ Warrants, and (C) the 54,500 share purchase warrants underlying the BRND Class B Units, each of which having been issued under the Warrant Agreement and in respect of which, 65 days following the completion of the Transaction, will each entitle the holder thereof to purchase one BRND Class A Restricted Voting Share (which, at such time, will represent one Equity Share) at a price of $11.50 and each a “BRND Warrant”;

“Canaccord” means Canaccord Genuity Corp.;

“CDS” means CDS Clearing and Depository Services Inc.;

“CDS Participant” has the meaning ascribed to it under the heading “Redemption Rights”;

“Circular” has the meaning ascribed to it under the heading “Introduction”;

“Code” means the United States Internal Revenue Code of 1986, as amended;

“Company Stock” has the meaning ascribed to it under the heading “The Transaction”;

“Compliance Provisions” has the meaning ascribed to it under the heading “The Transaction – Equity Share/Multiple Voting Share Structure – Multiple Voting Shares – Compliance Provisions”;

“Corporation” means Mercer Park Brand Acquisition Corp.;

“Definitive Agreement” has the meaning ascribed to it under the heading “The Transaction – The Definitive Agreement”;

“Effective Date” means the closing date of the Transaction;

“Element 7” means Element 7, LLC;

“Element 7 Consulting Agreement” has the meaning ascribed to it under the heading “The Transaction”;

“Element 7 Merger” has the meaning ascribed to it under the heading “The Transaction”;

“Equity Incentive Plan” means the new equity incentive plan to be approved by BRND Shareholders at the BRND Shareholders’ Meeting and adopted by BRND;

“Equity Incentive Plan Resolution” means the special resolution of the BRND Shareholders approving the Equity Incentive Plan, as presented at the Shareholders’ Meeting, in the form of Appendix “B” to this Circular;

“Equity Shares” means, collectively, subordinate, restricted and/or limited voting shares of the Resulting Issuer;

“Escrow Account” means BRND’s escrow account;

“Exchange Agreement and Undertaking” means the exchange agreement and undertaking dated May 7, 2019, entered into by each of the BRND Founders in favour of BRND;

“Exchange Rights Agreement” has the meaning ascribed to it under the heading “The Transaction – Exchangeable Shares and Exchange Rights Agreement – Exchangeable Share Procedures”;

“Exchangeable Shares” means the exchangeable common stock of MPB AcquisitionCo which, pursuant to the Exchange Rights Agreement, are exchangeable on a one-for-one basis into Equity Shares;

“forward-looking statements” has the meaning ascribed to it under the heading “Forward-Looking Statements”;

“GH Group” means GH Group, Inc.;

“GH Group Founders” means, collectively, Kyle Kazan, Graham Farrar, Jamie Rosenwald, Benjamin Persky, Kris Hulgreen, Steven Persky, Hans Tiedemann and certain of their respective trusts and affiliates;

“Holder” has the meaning ascribed to it under the heading “Certain Canadian Federal Income Tax Considerations”;

“Information Statement” means the information statement attached as Appendix “D” to this Circular;

“Investor Rights Agreement” has the meaning ascribed to it under the heading “The Transaction – BRND Founders and GH Group Founders”;

“IPO” means BRND’s initial public offering;

“Limited Voting Shares” means limited voting shares of the Corporation;

“License Transfer Fees” has the meaning ascribed to it under the heading “The Transaction”;

“MD&A” means management’s discussion and analysis;

“Mercer” means Mercer Park Brand, L.P. (formerly Mercer Park CB II, L.P.), a limited partnership formed under the laws of the State of Delaware, and BRND’s sponsor;

“Merger Sub” means MPB Mergersub Corp.;

“MPB AcquisitionCo” means MPB Acquisition Corp.;

“MPB PipeCo” means Mercer Park Brand Pipe Inc.;

“Multiple Voting Shares” means multiple voting shares of the Resulting Issuer;

“NEO Exchange” means the Neo Exchange Inc.;

“NI 41-101” means National Instrument 41-101 – General Prospectus Requirements;

“NI 58-101” means National Instrument 58-101 – Disclosure of Corporate Governance Practices;

“Non-Resident Holder” has the meaning ascribed to it under the heading “Certain Canadian Federal Income Tax Considerations – Taxation of Holders Not Resident in Canada”;

“non-U.S. GAAP” has the meaning ascribed to it under the heading “Non-U.S. GAAP Measures” in the Information Statement attached as Appendix “D” to this Circular;

“OSC” means the Ontario Securities Commission;

“OSC Rule 56-501” means Ontario Securities Commission Rule 56-501 – Restricted Shares;

“our” means Mercer Park Brand Acquisition Corp.;

“Owning or Controlling” or “Own or Control” has the meaning ascribed to it under the heading “The Transaction – Equity Share/Multiple Voting Share Structure – Multiple Voting Shares – Compliance Provisions”;

“Private Placement” has the meaning ascribed to it under the heading “The Transaction”;

“Private Placement Shares” has the meaning ascribed to it under the heading “The Transaction”;

“Prospectus” has the meaning ascribed to it under the heading “Contractual Rights of Rescission and Damages”;

“qualifying transaction” has the meaning ascribed to it under Part X of the NEO Exchange Listing Manual;

“Record Date” has the meaning ascribed to it under the heading “Voting Shares and the Principal Holders Thereof”;

“Redemption Deposit Date” means the date for redemption as established in accordance with the terms of the Exchangeable Shares;

“Redemption Deposit Deadline” means 5:00 p.m. (Toronto time) on June 2, 2021;

“Redemption Notice” has the meaning ascribed to it under the heading “Redemption Rights”;

“Resident Holder” has the meaning ascribed to it under the heading “Certain Canadian Federal Income Tax Considerations – Taxation of Holders Resident in Canada”;

“Restricted Voting Shares” means restricted voting shares of the Corporation;

“Resulting Issuer” means BRND immediately following completion of the Transaction;

“Resulting Issuer Board” means the board of directors of BRND immediately following the closing of the Transaction;

“SEDAR” means Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval;

“Share Exchange” has the meaning ascribed to it under the heading “Certain Canadian Federal Income Tax Considerations – Taxation of Holders Resident in Canada”;

“Shareholders’ Meeting” means the annual and special meeting of BRND Shareholders scheduled to be held on June 2, 2021 to vote on the proposed acquisition of GH Group, Inc. and related matters;

“signatories” has the meaning ascribed to it under the heading “Contractual Rights of Rescission and Damages”;

“SoCal Greenhouse” has the meaning ascribed to it under the heading “The Transaction”;

“SPAC Closing Cash” has the meaning ascribed to it under the heading “The Transaction – The Definitive Agreement”;

“State” means a state of the United States, as the context requires;

“Subordinate Voting Shares” means subordinate voting shares of the Corporation;

“Tax Act” means the Income Tax Act (Canada), as amended from time to time, including the regulations thereunder;

“Tax Proposals” has the meaning ascribed to it under the heading “Certain Canadian Federal Income Tax Considerations”;

“taxable capital gain” has the meaning ascribed to it under the heading “Certain Canadian Federal Income Tax Considerations – Taxation of Holders Resident in Canada”;

“third-party proxyholder” has the meaning ascribed to it under the heading “General Proxy Information – Appointment and Revocation of Proxies”;

“Transaction” has the meaning ascribed to it under the Notice of Meeting attached to this Circular;

“Transaction Resolution” means the special resolution of the BRND Shareholders approving the Transaction as presented at the Shareholders’ Meeting, in the form of Appendix “A” to this Circular;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and

“Unsuitable Person” has the meaning ascribed to it under the heading “The Transaction – Equity Share/Multiple Voting Share Structure – Multiple Voting Shares – Compliance Provisions”.

SUMMARY

The following is a summary of certain information contained in this Circular. This summary is not intended to be complete and is qualified in its entirety by the more detailed information and financial statements, including the notes thereto contained elsewhere in this Circular and the attached Appendices all of which are important and should be reviewed carefully. Capitalized terms used in this summary without definition have the meanings ascribed to them in the Glossary of Terms appearing elsewhere in this Circular. All dollar amounts refer to U.S. dollars unless indicated otherwise.

The Shareholders’ Meeting

At the Shareholders’ Meeting, BRND Shareholders will be asked to consider, and if deemed advisable, approve the Transaction Resolution (the full text of which is set out in Appendix “A” to this Circular) and the Equity Incentive Plan Resolution (the full text of which is set out in Appendix “B” to this Circular). In addition, BRND Shareholders will be asked to elect the directors of the Corporation who will take office conditional upon closing of the Transaction.

Date, Time and Place

The Shareholders’ Meeting is scheduled to be held via live audio webcast at https://web.lumiagm.com/207586819, on June 2, 2021 at 11:00 a.m. (Toronto time).

Only BRND Shareholders of record at 5:00 pm (Toronto time) on May 3, 2021 will be entitled to receive notice of and vote at the Shareholders’ Meeting, or any adjournment(s) or postponement(s) thereof.

Information Concerning BRND and GH Group

Please refer to the sections entitled “Corporate Structure – Mercer Park Brand Acquisition Corp.”, “Mercer Park Brand Acquisition Corp.” and “The Business of GH Group” of the Information Statement attached as Appendix “D” to this Circular for information concerning BRND and GH Group.

The Transaction

BRND proposes to merge with GH Group, a vertically integrated producer and seller of adult-use and medicinal cannabis and related products in the State of California, for a value (payable to sellers of GH Group that are non-accredited investors in cash and payable to all other such sellers in Exchangeable Shares valued at $10.00 each) of $325 million pursuant to the terms of the definitive merger agreement in respect thereof (as it may be amended as at or prior to the closing of the Transaction).

⁶ The GH Group Founders do not, as of the date hereof, hold, beneficially own or control, directly or indirectly, any BRND Class A Restricted Voting Shares.

GH Group has also executed a series of agreements whereby GH Group has the option, subject to satisfactory completion of due diligence and other conditions, to acquire SoCal Greenhouse, a large greenhouse farm located in southern California which, while currently used to grow tomatoes and cucumbers, is anticipated, subject to the receipt of applicable regulatory approvals, to be re-purposed to grow cannabis.

In addition, GH Group has agreed to appoint Element 7 as a consultant to assist with the obtaining of additional licenses in California.

On April 8, 2021, BRND also announced a private placement in connection with the Transaction of $85 million of non-voting shares of MPB PipeCo, a wholly-owned subsidiary of BRND, at a price of $10.00 per share. The closing of the Private Placement is scheduled to occur contemporaneously with the closing of the Transaction and the Private Placement Shares issued will be exchanged for Equity Shares on a one-for-one basis upon closing of the Transaction. The Private Placement is subject to customary conditions, including the closing of the Transaction.

The Transaction Resolution will be in the form set forth in Appendix “A” of this Circular.

See “The Transaction”.

The Definitive Agreement

On April 8, 2021, BRND, and its wholly-owned subsidiary MPB AcquisitionCo, and its wholly-owned subsidiary Merger Sub, entered into an Agreement and Plan of Merger with GH Group, the sellers listed on the signature page thereto and Kyle Kazan, as sellers’ representative, whereby BRND intends to effectuate a merger of Merger Sub with and into GH Group, with GH Group continuing as the surviving corporation and a subsidiary of MPB AcquisitionCo.

See “The Transaction – The Definitive Agreement”.

Amendments to Notice of Articles and Articles

Pursuant to the Transaction Resolution, BRND proposes to amend its notice of articles and Articles in order to:

amend the special rights and restrictions attached to the existing Subordinate Voting Shares, including without limitation, by amending the requirements on who may hold Subordinate Voting Shares;

amend the special rights and restrictions attached to the existing Multiple Voting Shares in order to convert the terms of such class of shares into nominal value preferred shares with a $0.001 per share redemption and liquidation value (rounded down to the nearest cent taking into account all Multiple Voting Shares being redeemed or liquidated at the relevant time by the applicable holder), carrying 50 votes per share, having limited transferability and being subject to a three (3)- year sunset provision, at which time they would be automatically redeemed;

all of the foregoing as set out in Schedule “A” to the Transaction Resolution attached as Appendix “A” to the Circular; and

following the redemption and/or conversion of the BRND Class A Restricted Voting Shares and BRND Class B Shares, to:

alter the authorized share structure of BRND to remove the BRND Class A Restricted Voting Shares and BRND Class B Shares; and

adopt amended and restated articles substantially in the form set out in Schedule “B” to the Transaction Resolution attached as Appendix “A” to the Circular.

See “ The Transaction – Amendments to Notice of Articles and Articles”.

Advance Notice Provisions

The Amended and Restated Articles will include advance notice provisions. The purpose of the advance notice provisions is to provide the registered BRND Shareholders, the Resulting Issuer Board and the management of the Corporation with a clear framework for nominating directors. The advance notice provisions fix a deadline by which registered BRND Shareholders must submit director nominations to the Corporation prior to any annual or special meeting of shareholders, and set forth the information to be provided and other procedures to be followed, in respect of such nomination.

Recommendation of the BRND Board

The BRND Board has unanimously determined that the Transaction is in the best interests of the Corporation and has unanimously determined that the Transaction is fair to BRND Shareholders. Accordingly, the BRND Board has unanimously approved the Transaction and unanimously recommends that the BRND Shareholders vote FOR the Transaction Resolution.

In addition, the Transaction was unanimously approved by all members of the BRND Board none of whom are related to the Transaction.

Reasons for the Recommendation of the BRND Board

In reaching these determinations and approvals, the BRND Board considered, among other things, the following factors and potential benefits and risks of the Transaction:

strong, competitive position within an attractive industry;

strong, experienced and well-aligned management team;

strong current Adjusted EBITDA generation, with potential for growth by virtue of the Transaction and positive industry momentum;

attractive return on investment relative to risk profile;

opportunities for platform growth through acquisitions;

benefit from being a public company in Canada; and

concurrent private placement.

In making its recommendation to the registered BRND Shareholders, the BRND Board also considered a number of elements of the Transaction that provide protection to BRND Shareholders, including shareholder approval and redemption rights considerations.

In the course of their deliberations, the BRND Board also identified and considered a variety of risks, including:

risks of the business being acquired;

risks if the Transaction is not completed;

the Definitive Agreement may be terminated in certain circumstances; and

no certainty that all conditions precedent to the Transaction will be satisfied.

Transaction Steps

At the Effective Time, among other things:

(a)

any BRND Class A Restricted Voting Shares held by a registered BRND Shareholder who duly exercised his, her or its redemption rights in accordance with the articles of BRND shall be redeemed by BRND effective immediately prior to the Effective Time, and, upon receipt by each such BRND Shareholder of the redemption amount for their BRND Class A Restricted Voting Shares in accordance with the constating documents of BRND, as amended, each such redeeming BRND Shareholder shall cease to have any rights as a registered BRND Shareholder, and such BRND Class A Restricted Voting Shares shall be cancelled and cease to be outstanding;

(b)

BRND’s notice of articles and articles will be amended, ultimately resulting in:

(i)

the conversion of each non-redeemed BRND Class A Restricted Voting and each BRND Class B Share then outstanding into one Equity Share; and

(ii)

the amendment of the terms of the existing class of Multiple Voting Shares (none of which are currently issued and outstanding) to provide for redeemable and retractable preferred shares carrying 50 votes per share with no dividend or conversion rights, a $0.001 redemption and liquidation value (rounded down to the nearest cent taking into account all Multiple Voting Shares being redeemed or liquidated at the relevant time by the applicable holder), limited transferability and a three (3)-year sunset provision (at which time they would be automatically redeemed),

in each case as more specifically set out under “The Transaction – Equity Shares and Multiple Voting Shares Structure”;

(c)

BRND will, if it is approved by the registered BRND Shareholders, adopt the Equity Incentive Plan;

(d)

the merger with GH Group is expected to occur;

(e)

Macias, Gini & O’Connell LLP shall be appointed the auditors of the Corporation; and

(f)

BRND will change its name from “Mercer Park Brand Acquisition Corp.” to “Glass House Brands Inc.” (or such other name as may be selected by the board of directors of BRND prior to closing).

See “The Transaction – Transaction Steps”.

Procedure for the Exchange of BRND Shares

If the Transaction is completed, CDS is expected to affect a share exchange of the non-redeemed BRND Class A Restricted Voting Shares for the Equity Shares. Beneficial owners of BRND Class A Restricted Voting Shares are not required to take any further action to receive the Equity Shares which they are entitled to receive.

If you are a registered BRND Shareholder, a letter of transmittal is available upon request from the Corporation, which, when properly completed and duly executed and returned together with the certificate(s) or DRS advice(s) representing BRND Shares and all additional documents as Odyssey may reasonably require, will enable each holder of BRND Shares to obtain the Equity Shares to which such holder of BRND Shares is entitled under the Transaction. The details for the surrender of BRND Share certificates to Odyssey and the address of Odyssey will be set out in the letter of transmittal.

Redemption Rights

Registered holders of BRND Class A Restricted Voting Shares have a redemption right.

Registered holders of BRND Class A Restricted Voting Shares can elect to redeem all or a portion of their BRND Class A Restricted Voting Shares, provided that they deposit (and do not validly withdraw) their BRND Class A Restricted Voting Shares for redemption prior to the Redemption Deposit Deadline and, subject to applicable law, upon the closing of the Transaction, for an amount per BRND Class A Restricted Voting Share, payable in cash, equal to the pro-rata portion, per BRND Class A Restricted Voting Share, of (i) the escrowed funds available in the Escrow Account at the time of the Shareholders’ Meeting, including interest and other amounts earned thereon; less (ii) an amount equal to the total of (A) applicable taxes payable by BRND on such interest and other amounts earned in the Escrow Account, and (B) actual and expected direct expenses related to the redemption, each as reasonably determined by BRND; for greater certainty, such amount will not be reduced by the amount of any tax payable by BRND under Part VI.1 of the Tax Act or the deferred underwriting commission per BRND Class A Restricted Voting Share held in the Escrow Account. The redemption price per BRND Class A Restricted Voting Share is expected to be approximately $10.11, assuming a redemption date of June 4, 2021. Registered holders of BRND Class A Restricted Voting Shares may elect to redeem their BRND Class A Restricted Voting Shares irrespective of whether they vote for or against, or do not vote on, the Transaction. Participants through CDS may have earlier deadlines for accepting deposits of BRND Class A Restricted Voting Shares pursuant to the redemption right. If a CDS Participant’s (as defined herein) deadline is not met by a holder of BRND Class A Restricted Voting Shares, such holder’s BRND Class A Restricted Voting Shares will not be eligible for redemption.

Following the redemption, each of the remaining BRND Class A Restricted Voting Shares will be automatically converted immediately following closing of the Transaction into one Equity Share, and the residual Escrow Account balance would be available to the Corporation to pay tax liabilities on amounts earned on the escrowed funds, to pay the underwriters their deferred underwriting commissions in connection with the Corporation’s IPO, and to otherwise use at its discretion.

A non-registered holder of BRND Class A Restricted Voting Shares who desires to exercise its redemption rights in connection with the BRND articles must do so by causing a participant (a “CDS Participant”) in the depository, trading, clearing and settlement systems administered by CDS to deliver to CDS (at its office in the City of Toronto) on behalf of the owner a written notice (a “Redemption Notice”) of the owner’s intention to redeem BRND Class A Restricted Voting Shares in connection with the BRND articles. A non-registered holder of BRND Class A Restricted Voting Shares who desires to redeem BRND Class A Restricted Voting Shares should ensure that the CDS Participant is provided with notice of his or her intention to exercise his or her redemption privilege sufficiently in advance of the notice date described above so as to permit the CDS Participant to deliver notice to CDS and so as to permit CDS to deliver notice to the Corporation’s transfer agent in advance of the required time. The form of Redemption Notice will be available from a CDS Participant or the Corporation’s transfer agent.

By causing a CDS Participant to deliver to CDS a notice of the owner’s intention to redeem BRND Class A Restricted Voting Shares, an owner shall be deemed (subject to any withdrawal rights that may be made available) to have irrevocably surrendered his, her or its BRND Class A Restricted Voting Shares for redemption (conditional on closing occurring) and appointed such CDS Participant to act as his, her or its exclusive settlement agent with respect to the exercise of the redemption right and the receipt of payment in connection with the settlement of obligations arising from such exercise.

Any Redemption Notice delivered by a CDS Participant regarding an owner’s intent to redeem which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the redemption right to which it relates shall be considered for all purposes not to have been exercised. A failure by a CDS Participant to exercise redemption rights or to give effect to the settlement thereof in accordance with the owner’s instructions will not give rise to any obligations or liability on the part of the Corporation to the CDS Participant or to the owner.

Redemptions of BRND Class A Restricted Voting Shares shall be funded out of the Escrow Account, which, as of April 29, 2021, consists of $407,590,197 or approximately $10.11 per share (net of applicable taxes).

If the deadline for depositing BRND Class A Restricted Voting Shares held through an intermediary is not met by a holder of BRND Class A Restricted Voting Shares, such holder’s BRND Class A Restricted Voting Shares will not be eligible for redemption.

Equity Incentive Plan

Conditional upon the approval of the Transaction Resolution, registered BRND Shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution authorizing the adoption by BRND of the Equity Incentive Plan substantially in the form set forth in Appendix “C” of this Circular authorizing the grant of rights to acquire up to 16,406,629 Equity Shares thereunder. The Equity Incentive Plan Resolution will be in the form set forth in Appendix “B” of this Circular.

The BRND Board recommends that you vote FOR the Equity Incentive Plan Resolution.

Election of Directors

Conditional upon the approval of the Transaction Resolution, a Resulting Issuer Board of eight is to be elected at the Shareholders’ Meeting. If, prior to the Shareholders’ Meeting, any of the nominees shall be unable or, for any reason, become unwilling to serve as a director, it is intended that the discretionary power granted by the form of proxy or voting instruction form shall be used to vote for any other person or persons as directors. Subject to and conditional upon closing of the Transaction, each director will be elected for a one-year term (commencing upon the closing of the Transaction) ending at the next annual meeting of shareholders or when his or her successor is elected, unless he or she resigns or his or her office otherwise becomes vacant. The BRND Board and management of the Corporation have no reason to believe that any of the said nominees will be unable or will refuse to serve, for any reason, if elected to office.

The BRND Board recommends that you vote FOR the election as director of each proposed member of the Resulting Issuer Board.

See “Election of Directors”.

Founders’ Shares

Since the BRND Founders will lose their investment in the Corporation if a qualifying transaction is not completed, they may have a different interest in determining whether a proposed qualifying transaction, such as the Transaction, is appropriate. The BRND Founders will not be entitled to redeem their BRND Founders’ Shares in connection with a qualifying transaction or be entitled to access to the Escrow Account in respect thereof upon the Corporation’s winding-up. The personal and financial interests of the BRND Founders may influence the identifying and selecting of the qualifying transaction, the voting on the qualifying transaction and the operation of the business following the qualifying transaction.

In the aggregate, the BRND Founders hold 10,198,751 BRND Class B Shares which represents 20% of the issued and outstanding BRND Shares as of the date hereof. As the BRND Founders control a significant proportion of the issued and outstanding BRND Shares, the BRND Founders may influence the direction of vote to be held at the Shareholders’ Meeting. All of the issued and outstanding BRND Class B Shares will be converted into Equity Shares upon closing of the Transaction, though 50% of such Equity Shares are subject to forfeiture pursuant to the terms of the Investor Rights Agreement (as defined herein).

See “Interest of Certain Persons in Matters to be Acted Upon”.

Summary Pro Forma Consolidated Financial Information

Unaudited pro forma financial statements of BRND, after giving effect to the Transaction and other matters, as of and for the twelve months ended December 31, 2020, together with the notes thereto, are contained in the Information Statement attached to this Circular as Appendix “D”.

Stock Exchange Listings

The Corporation is a reporting issuer in each of the provinces and territories of Canada, other than Quebec, and the BRND Class A Restricted Voting Shares and BRND Warrants currently trade on the NEO Exchange under the symbols “BRND.A.U” and “BRND.WT”, respectively. It is a condition of closing of the Transaction that the Equity Shares and BRND Warrants be listed and posted for trading on the NEO Exchange.

The NEO Exchange has conditionally approved the listing of the Equity Shares and the BRND Warrants under the symbols “GLAS.A.U”, and “GLAS.WT.U”, respectively.

Canadian Securities Laws Matters

The distribution of the Equity Shares pursuant to the Amended and Restated Articles in connection with the Transaction contemplated herein, will constitute a distribution of securities which is exempt from the prospectus requirements of Canadian securities laws. The Equity Shares received by holders of non-redeemed BRND Shareholders pursuant to the Amended and Restated Articles in connection with the completion of the Transaction will not be legended in accordance with Canadian securities laws and may be resold through registered dealers in each of the provinces and territories of Canada provided that: (i) the trade is not a “control distribution” as defined in National Instrument 45-102 — Resale of Securities of the Canadian Securities Administrators, (ii) no unusual effort is made to prepare the market or to create a demand for the Equity Shares, (iii) no extraordinary commission or consideration is paid to a person in respect of such sale, and (iv) if the selling BRND Shareholder is an insider or officer of BRND, the selling BRND Shareholder has no reasonable grounds to believe that BRND is in default of applicable Canadian securities laws.

THE TRANSACTION AND THE SECURITIES TO BE ISSUED IN CONNECTION THEREWITH HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY CANADIAN SECURITIES REGULATORY AUTHORITY, NOR HAS ANY CANADIAN SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF THE TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

United States Securities Laws Matters

The Equity Shares issuable to BRND Shareholders in the United States in exchange for BRND Shares pursuant to the Transaction (collectively, the “3(a)(9) Transactions”) have not been and will not be registered under the U.S. Securities Act or any State securities laws, and such 3(a)(9) Transactions will be effected in reliance upon the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(9) thereof. Section 3(a)(9) of the U.S. Securities Act provides for an exemption from the registration requirements of the U.S. Securities Act for any security exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

Accordingly, the Equity Shares issued in the 3(a)(9) Transactions in exchange for any BRND Shares that are “restricted securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act (i) will continue to be “restricted securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act, (ii) may not be offered or sold within the United States except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable State securities laws, and (iii) will contain a restriction or legend to the effect that such securities have not been registered under the U.S. Securities Act and may only be offered, sold or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act.

The enforcement by investors of civil liabilities under the United States federal and State securities laws may be affected adversely by the fact that BRND is incorporated or organized under the laws of a jurisdiction other than the United States. As a result, it may be difficult or impossible for BRND Shareholders resident in the United States to effect service of process within the United States upon BRND, or to realize against it, upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any State within the United States. In addition, BRND Shareholders resident in the United States should not assume that the courts of Canada: (i) would enforce judgments of United States courts obtained in actions against BRND predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any State within the United States; or (ii) would enforce, in original actions, liabilities against BRND predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any State within the United States.

THE TRANSACTION AND THE SECURITIES TO BE ISSUED IN CONNECTION THEREWITH HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH STATE SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF THE TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

See “United States Securities Laws Matters”.

Certain Canadian Income Tax Considerations

This Circular contains a summary of the principal Canadian federal income tax considerations applicable to certain BRND Shareholders in respect of the proposed Transaction.

See “Certain Canadian Federal Income Tax Considerations”.

Certain United States Federal Income Tax Considerations

BRND Shareholders should be aware that the Transaction described in this Circular may have tax consequences in both the United States and Canada. BRND Shareholders who are resident in, or citizens of, the United States are advised to consult their own tax advisors to determine the particular United States tax consequences to them of the Transaction in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, State, local, or other taxing jurisdiction.

Risks Associated with the Transaction

BRND Shareholders should carefully consider the risk factors relating to the Transaction. Some of these risks include, but are not limited to: (i) the Definitive Agreement may be terminated in certain circumstances; (ii) there can be no certainty that all conditions precedent to the Transaction will be satisfied in a timely manner or at all, and failure to complete the Transaction could adversely affect the business of the Corporation; (iii) if the Transaction is not completed it is unlikely that BRND will be able to find another attractive qualifying transaction; (iv) the Corporation’s multi-class structure will have the effect of concentrating voting control and the ability to influence corporate matters with the GH Group Founders; (v) BRND will incur costs even if the Transaction is not completed; (vi) the unaudited pro forma financial information included in the Information Statement attached as Appendix “D” to this Circular may not be indicative of what the actual financial position or results of operations would have been; (vii) certain persons may have interests in the Transaction that are different from those of the BRND Shareholders; (viii) it is anticipated that the Corporation will be treated as a U.S. domestic corporation for U.S. federal income tax purposes as well as a Canadian tax resident for Canadian income tax purposes and will accordingly be subject to both U.S. and Canadian income tax; (ix) risks related to cannabis; and (x) risks relating to the GH Group, SoCal Greenhouse and Element 7.

See “Risks Associated with the Transaction”.

GENERAL PROXY INFORMATION

Virtual-Only Meeting

Solicitation of Proxies

This Circular is sent in connection with the solicitation by the management of the Corporation of proxies to be used at the annual and special meeting of the BRND Shareholders’ to be held on June 2, 2021 at 11:00 a.m. (Toronto time), in a virtual-only format which will be conducted via live audio webcast at https://web.lumiagm.com/207586819, and for the purposes set forth in the Notice of Meeting, and at any adjournment(s) or postponement(s) thereof. The solicitation is being made primarily by mail, but proxies may also be solicited by telephone, facsimile or other personal contact by officers or other employees of BRND. The cost of the solicitation will be borne by the Corporation other than the cost of solicitation of the objecting beneficial BRND Shareholders. See the section entitled “Advice to Beneficial BRND Shareholders” below.

A form of proxy is a document that authorizes someone to attend the Shareholders’ Meeting and cast your vote(s) for you. If you are a registered BRND Shareholder, the Corporation has included a form of proxy with this Circular. It should be used to appoint a proxyholder.

This Circular is furnished in connection with the solicitation of proxies by management of the Corporation for use at the Shareholders’ Meeting and at any adjournment(s) or postponement(s) of the Shareholders’ Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the regular employees of the Corporation at nominal cost. All costs of solicitation by management are expected to be borne by the Corporation.

The contents and the sending of this Circular have been approved by the BRND Board.

No person is authorized to give any information or to make any representations other than these contained in this Circular and if given or made, such information or representations must not be relied upon as having been authorized to be given or made.

The Corporation will not be using the notice-and-access mechanism under National Instrument 54-101- Communication with Beneficial Owners of Securities of a Reporting Issuer for distribution of the Notice of Meeting of Shareholders and this Circular to registered BRND Shareholders.

Participation in the Shareholders’ Meeting

Registered BRND Shareholders and duly appointed proxyholders who participate in the Shareholders’ Meeting online will be able to listen to the Shareholders’ Meeting, ask questions and vote, all in real time, provided they are connected to the Internet and comply with all of the requirements set out in the sections below entitled “Voting of Proxies”, “Virtual attendance and Participation in the Shareholders’ Meeting” and “Asking Questions”. Beneficial BRND Shareholders who have not duly appointed themselves as their proxy will be able to virtually attend the Shareholders’ Meeting only as guests and to listen to the webcast but not be able to participate, ask questions or vote at the Shareholders’ Meeting.

Appointment and Revocation of Proxies

The individuals named in the accompanying form of proxy are Jonathan Sandelman, Chairman of the BRND Board, and Louis F. Karger, Chief Executive Officer of the Corporation.

A BRND Shareholder wishing to appoint some other person (who need not be a BRND Shareholder) to represent him or her at the Shareholders’ Meeting has the right to do so by inserting the desired person’s name in the blank space provided in the form of proxy or by completing another form of proxy. In order to appoint such other person (a “third-party proxyholder”), the BRND Shareholder must submit his, her or its proxy or voting instruction form (as applicable) appointing such third-party proxyholder and register the third-party proxyholder, as described below. Registering your proxyholder is an additional step to be completed after you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a username to virtually attend, participate or vote at the Shareholders’ Meeting. Failure to register the proxyholder will result in the proxyholder not receiving a username to virtually attend, participate or vote at the Shareholders’ Meeting.

· Step 1: Submit your proxy or voting instruction form:

To appoint a third-party proxyholder, insert such person’s name in the blank space provided in the form of proxy or voting instruction form and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

If you are a beneficial BRND Shareholder and wish to virtually participate or vote at the Shareholders’ Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary and register yourself as your proxyholder, as described below. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary.

If you are a beneficial shareholder located in the United States and wish to participate or vote at the Shareholders’ Meeting or, if permitted, appoint a third-party as your proxyholder, in addition to the steps described below under the section entitled “Virtual Attendance and Participation in the Shareholders’ Meeting”, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Odyssey Trust Company, BRND’s transfer agent and registrar. Requests for registration from beneficial shareholders located in the United States that wish to participate or vote at the Shareholders’ Meeting or, if permitted, appoint a third-party as their proxyholder must be sent by e-mail to brnd@odysseytrust.com and received by no later than 11:00 a.m. (Toronto time) on the second business day preceding the day of the Shareholders’ Meeting (being May 31, 2021) not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding any adjournment(s) or postponement(s) thereof.

A proxy will not be valid unless the completed form of proxy is received by Odyssey Trust Company, Suite 702, 67 Yonge St., Toronto, Ontario, Canada M5E 1J8, Attention: Proxy Department by no later than 11:00 a.m. (Toronto time) on the second business day preceding the Shareholders’ Meeting (being May 31, 2021) or not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding any adjournment(s) or postponement(s) thereof. Proxies delivered after that time will not be accepted. The deadline for deposit of proxies may be waived or extended by the chair of the Shareholders’ Meeting at his discretion, without notice.

· Step 2: Register your proxyholder:

To register a proxyholder, shareholders must send an email to brnd@odysseytrust.com by 11:00 a.m. (Toronto time) on May 31, 2021, and provide Odyssey with the required proxyholder contact information, number of shares appointed, name in which the shares are registered if they are a registered BRND Shareholder, or name of broker where the shares are held if a beneficial shareholder, so that Odyssey may provide the proxyholder with a username via email. Without a username, proxyholders will not be able to virtually attend, participate or vote at the Shareholders’ Meeting.

A BRND Shareholder who has given a proxy may revoke it by delivering an instrument in writing executed by the BRND Shareholder or by his attorney authorized in writing or, where the BRND Shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered to the office of Odyssey Trust Company, Suite 702, 67 Yonge St., Toronto, Ontario, Canada M5E 1J8, Attention: Proxy Department at any time up to and including the last business day preceding the day of the Shareholders’ Meeting, or if adjourned or postponed, any reconvening thereof, or to the chair of the Shareholders’ Meeting, on the day of the Shareholders’ Meeting or, if adjourned or postponed, any reconvening thereof or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

Voting of Proxies

A BRND Shareholder may indicate on the form of proxy how the BRND Shareholder wishes the proxyholder to vote his, her or its BRND Shares. To do this you may simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your BRND Shares in accordance with the instructions you have given.

Beneficial BRND Shareholders who have not duly appointed themselves as their proxy will be able to virtually attend the Shareholders’ Meeting only as guests and to listen to the webcast but not be able to participate, ask questions or vote at the Shareholders’ Meeting. This is because the Corporation and Odyssey, our transfer agent, do not have a record of the beneficial BRND Shareholders of the Corporation, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as your proxy. If you are a beneficial BRND Shareholder and wish to vote at the Shareholders’ Meeting, you have to appoint yourself as your proxy, by inserting your own name in the space provided on the voting instruction form sent to you and you must follow all of the applicable instructions, including the deadline, provided by your intermediary.

IF YOU DO NOT GIVE ANY INSTRUCTIONS AS TO HOW TO VOTE ON A PARTICULAR ISSUE TO BE DECIDED AT THE SHAREHOLDERS’ MEETING, YOUR PROXYHOLDER CAN VOTE YOUR BRND SHARES AS HE OR SHE THINKS FIT. IF YOU HAVE APPOINTED THE PERSONS DESIGNATED IN THE FORM OF PROXY AS YOUR PROXYHOLDER THEY WILL, UNLESS YOU GIVE CONTRARY INSTRUCTIONS, VOTE YOUR BRND SHARES AT THE SHAREHOLDERS’ MEETING FOR THE TRANSACTION RESOLUTION, FOR THE EQUITY INCENTIVE PLAN RESOLUTION AND FOR THE ELECTION OF THE NOMINEES TO THE RESULTING ISSUER BOARD.

Registered BRND Shareholders may vote at the Shareholders’ Meeting by completing a ballot online during the Shareholders’ Meeting, as further described below. See the section entitled “Virtual Attendance and Participation in the Shareholders’ Meeting”.

BRND SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE IS SPECIFIED OR FOR WHICH BOTH CHOICES HAVE BEEN SPECIFIED BY THE BRND SHAREHOLDER.

The enclosed form of proxy when properly completed and delivered and not revoked confers discretionary authority upon the person appointed proxyholder thereunder to vote with respect to amendments or variations of matters identified in the applicable Notice of Meeting, and with respect to other matters which may properly come before the Shareholders’ Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Shareholders’ Meeting or any further or other business is properly brought before the Shareholders’ Meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Circular, the management of the Corporation knows of no such amendment, variation or other matter which may be presented to the Shareholders’ Meeting.

Virtual Attendance and Participation in the Shareholders’ Meeting

The Corporation is holding the Shareholders’ Meeting in a virtual-only format, which will be conducted via live audio webcast. BRND Shareholders will not be able to virtually attend the Shareholders’ Meeting in person. Virtually attending the Shareholders’ Meeting online enables registered BRND Shareholders and duly appointed proxyholders, including beneficial shareholders who have duly appointed themselves as their proxy, to participate in the Shareholders’ Meeting and ask questions, all in real time. Registered BRND Shareholders and duly appointed proxyholders can vote at the appropriate times during the Shareholders’ Meeting.

In order to participate or vote at the Shareholders’ Meeting (including for voting and asking questions at the Shareholders’ Meeting), BRND Shareholders must have a valid username. Registered BRND Shareholders and duly appointed proxyholders will be able to virtually attend, participate and vote at the Shareholders’ Meeting online at https://web.lumiagm.com/207586819. Such persons may then enter the Shareholders’ Meeting by clicking “I have a login” and entering a username and password before the start of the Shareholders’ Meeting.

Registered BRND Shareholders: The 12-digit control number located on the form of proxy is the username. The password to the Shareholders’ Meeting is “brnd2021” (case sensitive). If, as a registered shareholder, you are using your control number to log in to the Shareholders’ Meeting and you have previously voted prior to voting cut-off, you do not need to vote again at the Shareholders’ Meeting. Should you wish to vote at the Shareholders’ Meeting, you will be revoking any and all previously submitted proxies for the Shareholders’ Meeting.

Duly appointed proxyholders: Odyssey will provide the proxyholder with a username by e-mail after the voting deadline has passed. The password to the Shareholders’ Meeting is “brnd2021” (case sensitive). Only registered BRND Shareholders and duly appointed proxyholders will be entitled to participate and vote at the Shareholders’ Meeting. Beneficial BRND Shareholders who have not duly appointed themselves as proxyholder will be able to virtually attend the Shareholders’ Meeting only as guests and to listen to the webcast but not be able to participate, ask questions or vote at the Shareholders’ Meeting. BRND Shareholders who wish to appoint a third-party proxyholder to represent them at the Shareholders’ Meeting (including beneficial BRND Shareholders who wish to appoint themselves as proxyholder to participate or vote at the Shareholders’ Meeting) MUST submit their duly completed proxy or voting instruction form AND register the proxyholder. See “Appointment and Revocation of Proxies”.

Asking Questions

Questions pertinent to Shareholders’ Meeting matters will be answered during the Shareholders’ Meeting, subject to time constraints of two-minute limits per question and two questions per shareholder. Questions that are unrelated to the proposals under discussion, use blatantly offensive language or are regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, will not be answered by the chair of the Shareholders’ Meeting or management.

Advice to Beneficial BRND Shareholders

Only registered BRND Shareholders or duly appointed proxyholders are permitted to vote at the Shareholders Meeting. Beneficial BRND Shareholders who do not hold their BRND Shares in their own name are advised that only proxies from BRND Shareholders of record can be recognized and voted at the Shareholders’ Meeting. Beneficial BRND Shareholders who complete and return an instrument of proxy must indicate thereon the person (usually a brokerage house) who holds their BRND Shares as a registered BRND Shareholder. Every intermediary (broker) has its own mailing procedure, and provides its own return instructions, which should be carefully followed. The instrument of proxy supplied to beneficial BRND Shareholders is identical to that provided to registered BRND Shareholders. However, its purpose is limited to instructing the registered BRND Shareholder how to vote on behalf of the beneficial BRND Shareholder.

If BRND Shares are listed in an account statement provided to a BRND Shareholder by a broker, then in almost all cases those BRND Shares will not be registered in such BRND Shareholder’s name on the records of the Corporation. Such BRND Shares will more likely be registered under the name of the BRND Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such BRND Shares are registered under the name of CDS & Co. (the registration name for CDS, which company acts as nominee for many Canadian brokerage firms). BRND Shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the beneficial BRND Shareholder. Without specific instructions, brokers/nominees are prohibited from voting shares for their clients. The directors and officers of the Corporation do not know for whose benefit the BRND Shares registered in the name of CDS & Co. are held.

In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice of Meeting, this Circular and the form of proxy to the clearing agencies and intermediaries for onward distribution to non-registered BRND Shareholders. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from beneficial BRND Shareholders in advance of meetings unless the beneficial holders have waived the right to receive meeting materials. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by beneficial BRND Shareholders in order to ensure that their BRND Shares are voted at the Shareholders’ Meeting. Often the form of proxy supplied to a beneficial BRND Shareholder by its broker is identical to the form of proxy provided by the Corporation to the registered BRND Shareholders. However, its purpose is limited to instructing the registered BRND Shareholder how to vote on behalf of the beneficial BRND Shareholder.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Circular, no person who has been a director or officer of the Corporation at any time since the beginning of the Corporation’s most recently completed fiscal year ended December 31, 2020, no person, who to the knowledge of the directors or officers of the Corporation, beneficially owns or exercises control or direction over BRND Shares carrying more than 10% of the votes attached to the BRND Shares, and no associate or affiliate of any of such persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Shareholders’ Meeting.

Founders’ Shares

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Circular, no informed person of BRND, nor any associate or affiliate of any informed person, has had any material interest, direct or indirect, in any transaction since BRND’s incorporation on April 16, 2019, or any proposed transaction which has materially affected or would materially affect BRND. An “informed person” means (i) any of BRND’s directors or executive officers, (ii) any director or executive officer of a person or company that is itself an informed person or a subsidiary of BRND, or (iii) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of BRND or a combination of both carrying more than 10% of the voting rights attached to all of BRND’s outstanding voting securities.

VOTING SHARES AND THE PRINCIPAL HOLDERS THEREOF

The authorized capital of the Corporation consists of an unlimited number of (i) BRND Class A Restricted Voting Shares, (ii) BRND Class B Shares, (iii) Subordinate Voting Shares, and (iv) Multiple Voting Shares, all without par or nominal value. Each holder of BRND Shares is entitled to one vote for each BRND Class A Restricted Voting Share and/or each BRND Class B Share registered in his or her name at the close of business on May 3, 2021 (the “Record Date”), the date fixed by the BRND Board as the record date for determining who is entitled to receive notice of and to vote at the Shareholders’ Meeting. At the close of business on the Record Date, there were 40,250,000 BRND Class A Restricted Voting Shares outstanding (representing an approximately 79.8% voting interest prior to closing) and 10,198,751 BRND Class B Shares outstanding (representing a 20% voting interest prior to closing). Following closing of the Transaction, the holders of the Multiple Voting Shares (i.e., the GH Group Founders) will hold approximately 81% of the voting power of the outstanding voting shares of BRND (see “Principal Shareholders” in the Information Statement attached as Appendix “D” to this Circular) and would therefore have significant influence over the management and affairs of BRND and over all matters requiring shareholder approval, including the election of directors and significant corporate transactions.

Only BRND Shareholders of record at the close of business on the Record Date who either virtually attend the Shareholders’ Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their BRND Shares voted at the Shareholders’ Meeting.

On a “show of hands” vote, every BRND Shareholder present at the Shareholders’ Meeting virtually or by proxy will have one vote, and on a ballot, every BRND Shareholder present virtually or represented by a proxy and every person who is a representative of one or more corporate BRND Shareholders will have one vote for each BRND Class A Restricted Voting Share and/or each BRND Class B Share held.

At the Shareholders’ Meeting, BRND Shareholders will be asked to consider and, if deemed advisable, approve the Transaction Resolution, the Equity Incentive Plan Resolution and the election of the nominees to the Resulting Issuer Board.

⁷The GH Group Founders do not, as of the date hereof, hold, beneficially own or control, directly or indirectly, any BRND Class A Restricted Voting Shares.

Other than as disclosed in the table below, to the knowledge of the directors and executive officers of the Corporation, there are no persons or companies that beneficially own, control or direct, directly or indirectly, voting securities of the Corporation carrying 10% or more of the voting rights attached to any outstanding class of BRND Shares:

		Percentage of Class of	Percentage of All
Name of Shareholder	Number and Type of	Outstanding BRND	Outstanding BRND
	brnd Shares	Shares	Shares

Mercer Park Brand, L.P.	10,178,751 BRND Class B Shares	Approximately 99.5% of all issued and outstanding BRND Class B Shares	20% of all issued and outstanding BRND Shares

THE TRANSACTION

BRND proposes to merge with GH Group, a vertically integrated producer and seller of adult-use and medicinal cannabis and related products in the State of California, for a value (payable to sellers of GH Group that are non-accredited investors in cash and payable to all other such sellers in Exchangeable Shares at $10.00 each) of $325 million pursuant to the terms of the definitive merger agreement in respect thereof (as it may be amended as at or prior to the closing of the Transaction).

In addition, GH Group has executed a series of agreements whereby GH Group has the option, subject to satisfactory completion of due diligence and other conditions, to acquire a large greenhouse farm complex located in southern California (“SoCal Greenhouse”) which, while currently used to grow tomatoes and cucumbers, is anticipated, subject to the receipt of applicable regulatory approvals, to be re-purposed to grow cannabis. The total purchase price payable for the fee simple interest of SoCal Greenhouse (i.e., the real property and existing improvements) is $118,890,000, cash, payable upon the closing of the Transaction. A further $100 million in Equity Shares, priced at $10.00 per Equity Share, is payable to the sellers of SoCal Greenhouse upon closing of the Transaction, and up to a further $75 million in Equity Shares, priced based on the volume weighted average price of the Equity Shares for twenty (20) consecutive trading days immediately prior to October 31, 2024, can be earned by the sellers of SoCal Greenhouse over a period of 12 consecutive months commencing August 1, 2023 and ending July 31, 2024, which vest pursuant to a defined formula. See “SoCal Greenhouse Acquisition” in the Information Statement attached as Appendix “D” to this Circular.

As well, GH Group has executed an agreement with Element 7 whereby GH Group has the right, subject to satisfactory completion of due diligence and other conditions, to merge with certain subsidiary entities of Element 7, LLC which are in the process of applying for up to 17 State and local retail cannabis licenses in California (each an “Element 7 Merger”). For each 1% of the membership interests of a wholly-owned licensed entity owned by Element 7 or partially owned licensed entity owned by Element 7 at the closing of an Element 7 Merger, GH Group will issue $15,000 in stock (“Company Stock”) at a price per share of: (i) Company Stock at a GH Group valuation of $325 million; plus (ii) any amount of equity financing completed prior to the closing of the Element 7 Merger and excluding all in-the-money options (or in the event that the Transaction is completed, $10.00 per Equity Share). The Company Stock will be issued at $10.00 per share for up to $24,000,000 in consideration. See “Element 7” in the Information Statement attached as Appendix “D” to this Circular.

Pursuant to a License Development Consulting Agreement dated February 23, 2021 by and between Element 7 and GH Group (the “Element 7 Consulting Agreement”), GH Group has agreed to appoint Element 7 as a consultant to assist with the obtaining of additional permits, licenses and operations in localities within the State of California in addition to those contemplated under the Element 7 Merger Agreement. The Element 7 Consulting Agreement is conditional on the closing of the Transaction.

In consideration of the provision of the services by Element 7 and the rights granted to GH Group under the Element 7 Consulting Agreement, GH Group will be obliged to pay: (i) cash fees in the amount of $155,000 per month, the total not to exceed $5,580,000 (which monthly payments have been made to date); (ii) a one (1)-time payment $375,000 payable within three (3) business days of the execution of the Element 7 Consulting Agreement (which has been paid); and (iii) for each local permit in a specific jurisdiction for which a local authorization for cannabis activities is going to be filed, a cash fee of $30,000 (the total amount not to exceed, without written waiver by GH Group, $1,800,000). GH Group will also pay to Element 7 $15,000 for each 1% of membership interests acquired from Element 7 of either: (i) a limited liability company formed for purposes of applying for the local authorization for cannabis activities; or (ii) an entity for which a option or other purchase arrangement has been entered into that meets the Conditions for Transfer (as defined in the Element 7 Consulting Agreement), or with respect to any specific condition the requirement has been waived, and for which a transfer of ownership is completed, such amount to be payable in newly created and issuable shares of GH Group, or its successor in interest, or the Resulting Issuer after the close of the Transaction, at a deemed value of $10.00 per share. All such shares will be subject to resale restrictions imposed by securities laws or stock exchange rules, and in any event a minimum six (6) months resale restriction. Element 7 will pay and be responsible for any taxes imposed on, or with respect to, Element 7’s income, revenues, gross receipts, personnel, or real or personal property or other assets. No fee is payable and no credit will apply in respect of the Element 7 Merger Agreement, any license or entity to which it relates, or any work related to the Element 7 Merger Agreement or any work or obligation related thereto. There is no guarantee that Element 7 will be granted any local licenses. Even if Element 7 is granted a local license, a license from the State of California must be obtained before the licensed entity can begin selling cannabis. BRND is not a party to the Element 7 Consulting Agreement.

On April 8, 2021, BRND announced a private placement in connection with the Transaction of $85 million of non-voting shares of MPB PipeCo (as defined herein), a wholly-owned subsidiary of BRND (the “Private Placement Shares”) at a price of $10.00 per share (the “Private Placement”). Canaccord, the underwriter in respect of BRND’s initial public offering and the sole agent in respect of the Private Placement, has subscribed for $4.9 million of Private Placement Shares under the Private Placement, which subscription is expected to be funded by Canaccord directing to BRND an equal amount from the non-discretionary portion of deferred underwriting fees that will be owed by BRND to Canaccord in connection with the closing of the Transaction. Canaccord is currently expected to assign its subscription agreement to an affiliate. Canaccord shall be entitled to a 4.0% commission on the sale of the Private Placement Shares, other than in connection with the sale of Private Placement Shares to certain president’s list subscribers. In addition, a Private Placement subscriber that has subscribed for $20.1 million of Private Placement Shares will be transferred 223,333 free-trading Equity Shares by Mercer for no additional consideration in order make the effective price of such subscription $9.00 per Private Placement Share. The closing of the Private Placement is to occur contemporaneously with the closing of the Transaction and in connection therewith, the Private Placement Shares so issued will be exchanged for Equity Shares on a one-for-one basis. The Private Placement is subject to customary conditions, including the closing of the Transaction. The funds from the Private Placement will be used to fund the Corporation’s growth strategy, for working capital and for general corporate purposes, and may be used in connection with the acquisition of SoCal Greenhouse, the Element 7 Merger and/or the Element 7 Consulting Agreement.

The Transaction involves the issuance of: (i) Equity Shares issuable upon the exchange of exchangeable shares of a wholly-owned subsidiary of the Corporation; (ii) Multiple Voting Shares to the GH Group Founders; (iii) $85 million in Equity Shares (priced at $10.00 per share) issuable upon exchange of the Private Placement Shares; (iv) $175 million in Equity Shares ($100 million of which shall be priced at $10.00 per share and $75 million of which shall be priced based on the volume weighted average price of the Equity Shares for twenty (20) consecutive trading days immediately prior to October 31, 2024 and which shall vest pursuant to a defined formula) pursuant to the acquisition of SoCal Greenhouse; and (v) $24 million in Equity Shares (priced at $10.00 per share) pursuant to the Element 7 Merger.

In connection with the completion of the Transaction and pursuant to BRND’s notice of articles and articles, as amended in connection with the Transaction Resolution, all BRND Class A Restricted Voting Shares held by registered BRND Shareholders (other than BRND Shareholders properly exercising redemption rights) and all BRND Class B Shares held by registered BRND Shareholders will automatically convert into Equity Shares at a ratio of one Equity Share for every such BRND Class A Restricted Voting Share or BRND Class B Share at the Effective Time. As well, in connection with the closing of the Transaction, all BRND Warrants outstanding immediately prior to the Transaction will remain outstanding and thereafter will each represent the right to acquire one Equity Share for $11.50 coming 65 days after closing.

The Transaction will be carried out pursuant to the Definitive Agreement and related documents. A summary of the principal terms of the Definitive Agreement is provided in this section. This summary does not purport to be complete and is qualified in its entirety by reference to the Definitive Agreement, which is available on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) under the Corporation’s profile at www.sedar.com.

Background to the Transaction

BRND was introduced to GH Group through GH Group President Graham Farrar in 2019. BRND and GH Group began a formal dialogue regarding a potential transaction in June 2020. BRND conducted extensive due diligence on GH Group, including in respect of its business plan in order to seek to ascertain the fundamental value of GH Group’s business.

In October 2020 certain executives from BRND and GH Group met telephonically to discuss the GH Group business and explore a potential transaction whereby BRND would merge with GH Group. BRND made a formal proposal to GH Group in late October 2020 and senior executives from both groups met again to discuss the proposal, as well as diligence and timing around a potential transaction. Throughout November 2020 teams from both BRND and GH Group continued to negotiate the terms of a potential transaction both by email and telephonically while both parties, along with their respective legal advisors, continued to conduct mutual legal and business diligence. Over the course of December 2020, the parties and their respective legal and financial advisors finalized a proposal for BRND to merge with GH Group. A letter of intent, which included an exclusivity period, was executed in late December 2020 and both teams began working jointly to complete all due diligence and definitive documentation required for the transaction.

In January 2021 the principals of BRND traveled to California to meet the principals of GH Group in person to discuss additional assets that would be part of the Transaction. During that trip, the BRND and GH Group teams met with the owners of the option to purchase the SoCal Greenhouse and reached an agreement in principal for GH Group, as part of the Transaction, to acquire and exercise the option to purchase SoCal Greenhouse. A letter of intent was executed by all parties in late January 2021.

In mid-January 2021 the principals of GH Group introduced the BRND team to the principals of Element 7. Throughout January and February 2021, the BRND and GH Group teams negotiated the terms of the merger into Glass House of certain Element 7 in-process license applications, and a consulting agreement with Element 7. The final agreements between GH Group and Element 7 were executed at the end of February 2021.

On April 8, 2021, BRND signed the Definitive Agreement with GH Group and announced the Transaction.

The Definitive Agreement

On April 8, 2021, BRND, and its wholly-owned subsidiary MPB AcquisitionCo, and its wholly-owned subsidiary MPB Mergersub Corp. (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Definitive Agreement”) with GH Group, the sellers listed on the signature page thereto and Kyle Kazan as sellers’ representative, whereby BRND intends to effectuate a merger of Merger Sub with and into GH Group, with GH Group continuing as the surviving corporation and a subsidiary of MPB AcquisitionCo.

The Definitive GH Group Agreement contains customary closing conditions and other conditions that are specific to the transaction, including, without limitation: (i) receipt of all required consents and approvals; (ii) BRND will have received shareholder approval from the shareholders of BRND in respect of the Transaction; (iii) no governmental authority making the transactions contemplated in the Definitive GH Group Agreement illegal (other than existing federal cannabis laws); (iv) the U.S. Hart-Scott-Rodino Antitrust Improvements Act waiting period applicable to the transactions contemplated by the Definitive Agreement will have expired; (v) the approval of the NEO Exchange will have been obtained by BRND to enable the merger to qualify as BRND’s qualifying transaction and the listing of the Equity Shares on the NEO Exchange after the closing date of the Transaction; (vi) at the closing of the Transaction, the Corporation will have a minimum of $185,000,000 in cash: (A) before any cash consideration, as applicable, is payable for any Other Transactions (as such term is defined in the Definitive Agreement); (B) after any payments due and payable for the expenses of the Corporation, MPB AcquisitionCo and Merger Sub related to the closing of the Transaction, including all costs, fees, expenses and payments contingent on the closing of the Transaction; (C) after reduction for the aggregate amount of payments required to be made in connection with the exercise by one or more BRND shareholders of their rights to redeem BRND Class A Restricted Voting Shares held by them in accordance with BRND’s organizational documents; (D) plus the cash proceeds actually received by BRND in respect of the Private Placement or certain other equity or debt offerings; and (E) after taking into account any estimated debt or payables on BRND’s balance sheet as of the closing of the Transaction, and the GH Group Shareholders (as such term is defined in the Definitive GH Group Agreement) will have received a certificate signed on behalf of Buyer, Merger Sub and BRND such effect (“SPAC Closing Cash”); and (vii) on or prior to the effective time of the Transaction, all of the unredeemed BRND Class A Restricted Voting Shares and BRND Class B Shares outstanding immediately prior to the Closing will have been converted directly or indirectly into Equity Shares. It is also condition of closing under the Definitive Agreement that if the SPAC Closing Cash (as such term is defined in the Definitive GH Group Agreement) is less than $250,000,000, the holders of at least two-thirds (2/3rds) of the then outstanding shares of Class B common stock of GH Group shall have approved the closing of the Transaction.

Any or all of the closing conditions of the Definitive Agreement, other than in respect of required shareholder, regulatory and stock exchange approvals, may be waived by the Corporation or the sellers of GH Group, as applicable.

Please refer to the section entitled “Corporate Structure – Definitive GH Group Agreement” of the Information Statement attached as Appendix “D” to this Circular for a summary of the material terms of the Definitive Agreement, which summary is subject to, and qualified in its entirety by, the full text of the Definitive Agreement, which is filed on SEDAR under the Corporation’s profile at www.sedar.com. BRND Shareholders are urged to read the Definitive Agreement in its entirety.

Exchangeable Shares and Exchange Rights Agreement

The terms of the Exchange Rights Agreement and the share terms of MPB AcquisitionCo governing the Exchangeable Shares are summarized below.

For tax reasons, rather than receiving Equity Shares, the sellers of GH Group (other than those who are non-accredited investors) will receive Exchangeable Shares as their consideration in connection with the Transaction.

Broadly speaking, the Exchangeable Shares will entitle their holders to dividends and other economic rights that are, as nearly as practical, economically equivalent (without taking into account tax consequences) to those rights attaching to the Equity Shares. Until the Exchangeable Shares are exchanged for Equity Shares pursuant to the Exchange Rights Agreement, holders of Exchangeable Shares will not have the right to vote at meetings of BRND Shareholders, but will have 1.1 votes per share at meetings of the shareholders of MPB AcquisitionCo, Upon the one-year anniversary of the closing of the Transaction, each Exchangeable Share will thereafter have one vote per share. At no time will the aggregate voting power of the Exchangeable Shares exceed 49.9% of the total voting power of all classes of shares of MPB AcquisitionCo. The Exchangeable Shares will be exchangeable at any time, on a one-for-one basis, for Equity Shares at the option of the holder, subject to certain contractual lock-up restrictions. Certain ancillary rights, as further described in the Information Statement, will be provided to the holders of the Exchangeable Shares pursuant to the terms of the Exchange Rights Agreement.

Exchangeable Share Procedures

In connection with the Definitive Agreement, at the Effective Date, BRND will enter into an exchange rights agreement with MPB AcquisitionCo and Kyle Kazan as sellers’ representative (an “Exchange Rights Agreement”) for the benefit of the sellers under the Definitive Agreement, whereby BRND has agreed to make certain covenants in favour of the sellers to protect their rights as holders of Exchangeable Shares. BRND agrees to reserve an amount of Equity Shares for issuance upon exchange of the Exchangeable Shares. Upon notice to BRND and MPB AcquisitionCo, BRND will issue such number of Equity Shares to a holder of Exchangeable Shares in exchange for the Exchangeable Shares of such holder, subject to the terms specified in the Exchange Rights Agreement. Additionally, BRND has an overriding liquidation call right under the Exchange Agreements to purchase all, but not less than all, of the Exchangeable Shares from the holders thereof upon a proposed liquidation, dissolution or winding-up of MPB AcquisitionCo, as well as a redemption call right and retraction call right on the Exchangeable Shares, in each case for the consideration set forth in such agreements.

Please refer to the section entitled “Corporate Structure – Exchangeable Shares and Exchange Rights Agreement” of the Information Statement attached as Appendix “D” to this Circular for a summary of the material terms of the Exchangeable Shares and the Exchange Rights Agreement.

Amendments to Notice of Articles and Articles

Pursuant to the Transaction Resolution, BRND proposes to amend its notice of articles and articles (the “Amendments”) in order to:

amend the special rights and restrictions attached to the existing Subordinate Voting Shares, including without limitation, by amending the requirements on who may hold Subordinate Voting Shares;

amend the special rights and restrictions attached to the existing Multiple Voting Shares in order to convert the terms of such class of shares into nominal value preferred shares with a $0.001 per share redemption and liquidation value (rounded down to the nearest cent taking into account all Multiple Voting Shares being redeemed or liquidated at the relevant time by the applicable holder), carrying 50 votes per share, having limited transferability and being subject to a three (3)- year sunset provision, at which time they would be automatically redeemed;

amend the special rights and restrictions attached to the BRND Class A Restricted Voting Shares and BRND Class B Shares so that, effective simultaneously with the closing of the acquisition of GH Group, the unredeemed BRND Class A Restricted Voting Shares and BRND Class B Shares shall be converted on a one-for-one basis into Equity Shares (with the result that, immediately following the closing of the acquisition of GH Group, the non-redeemed BRND Class A Restricted Voting Shares and BRND Class B Shares will be converted into Equity Shares); and

all of the foregoing as set out in Schedule “A” to the Transaction Resolution attached as Appendix “A” to the Circular; and

following the redemption and/or conversion of the BRND Class A Restricted Voting Shares and BRND Class B Shares, to:

alter the authorized share structure of BRND to remove the BRND Class A Restricted Voting Shares and BRND Class B Shares; and

adopt amended and restated articles (the “Amended and Restated Articles”) substantially in the form set out in Schedule “B” to the Transaction Resolution attached as Appendix “A” to the Circular.

Equity Share/Multiple Voting Share Structure

Increasingly, Canadian public companies with U.S. cannabis businesses that are going public in Canada are using multiple voting share structures. The GH Group Founders wish to be able to continue to build the business of the Corporation following completion of the Transaction during the current and expected future volatile period in the industry. Accordingly, subject to obtaining applicable consents and approvals, including under OSC Rule 56-501, which requires majority of minority approval by a majority of votes cast by the holders of BRND Class A Restricted Voting Shares, excluding any votes attached to BRND Class A Restricted Voting Shares held directly or indirectly by (i) the GH Group Founders⁸, and (ii) persons who also hold BRND Class B Shares, BRND intends to issue Multiple Voting Shares to the GH Group Founders in connection with the closing of the Transaction. It is intended that, pursuant to the amendments to the Corporation’s notice of articles and articles as reflected in the Transaction Resolution, the Multiple Voting Shares will be changed into nominal value preferred shares with a $0.001 per share redemption and liquidation value (rounded down to the nearest cent taking into account all Multiple Voting Shares being redeemed or liquidated at the relevant time by the applicable holder), carrying 50 votes per share (voting together with the other classes of Equity Shares as if they were a single class except where otherwise required by law or stock exchange requirements), and having no entitlement to dividends and no conversion rights. In addition, unless redeemed earlier, the holder, the Multiple Voting Shares would be subject to a three (3)-year sunset provision, at which time they would be automatically redeemed. The Multiple Voting Shares will not be transferable, except to controlled affiliates, nor will they be listed on the NEO Exchange.

Equity Shares

If the Transaction Resolution is approved, the Equity Shares will have the following features:

one vote per Subordinate Voting Share;

one vote per Restricted Voting Share;

one vote per Limited Voting Share, other than in respect of the election of directors of the Resulting Issuer, where the Limited Voting Shares will not have any entitlement to vote;

equivalent dividends among the Subordinate, Restricted and Limited Voting Shares on a per share basis;

equal rights on liquidation among the Subordinate, Restricted and Limited Voting Shares on a per share basis;

no entitlement to a right of first refusal to subscribe for, purchase or receive any issue of shares, bonds, debentures or other securities of the Corporation;

the Subordinate Voting Shares can only be held of record by non-United States residents; and

the Restricted Voting Shares and Limited Voting Shares can only be held of record by United States residents.

Upon the closing of the Transaction, any non-redeemed BRND Class A Restricted Voting Shares will be converted into Equity Shares.

Multiple Voting Shares

⁸The GH Group Founders do not, as of the date hereof, hold, beneficially own or control, directly or indirectly, any BRND Class A Restricted Voting Shares.

If the Transaction Resolution is approved, the Multiple Voting Shares will have the following features:

50 votes per Multiple Voting Shares;

no entitlement to receive any dividends;

a liquidation preference of $0.001 per Multiple Voting Shares (rounded down to the nearest cent taking into account all Multiple Voting Shares being liquidated at the relevant time by the applicable holder);

no entitlement to a right of first refusal to subscribe for, purchase or receive any issue of shares, bonds, debentures or other securities of the Corporation;

retractable by the holders thereof at any time for $0.001 per Multiple Voting Share (rounded down to the nearest cent taking into account all Multiple Voting Shares being retracted at the applicable time);

automatically redeemed by the Corporation for $0.001 per Multiple Voting Share (rounded down to the nearest cent taking into account all Multiple Voting Shares being redeemed at the applicable time) on the earliest of (i) the third (3rd) anniversary of the Transaction, and (ii) the date on which such Multiple Voting Shares are held or controlled by a person who is not a Permitted Holder (as defined in the Articles to be in effect a controlled affiliate); and

not be transferable except to Permitted Holders.

See Schedule “A” – Amended and Restated Articles to the Transaction Resolution attached as Appendix “A” to this Circular for a full description of the terms of the Equity Shares and the Multiple Voting Shares.

Name Change

In connection with the closing of the Transaction, BRND will change its name from “Mercer Park Brand Corp.” to “Glass House Brands Inc.” (or such other name as may be selected by the board of directors of BRND prior to closing).

Compliance Provisions

In connection with the Transaction, BRND is proposing an amendment to its notice of articles and articles to, among other things, facilitate compliance with applicable regulatory and/or licensing regulations. In particular, BRND is proposing to add certain provisions (the “Compliance Provisions”), including a combination of certain remedies such as an automatic suspension of voting and/or dividend rights, a discretionary right to force a share transfer to a third-party and/or a discretionary redemption right in favour of BRND, in each case to seek to ensure that BRND and its subsidiaries are able to comply with applicable regulatory and licensing regulations. The purpose of the Compliance Provisions is to provide the Corporation with a means of protecting itself from having a shareholder, or, as determined by the Resulting Issuer Board, a group of shareholders acting jointly or in concert, with an ownership interest of, whether of record or beneficially (or having the power to exercise control or direction over) (“Owning or Controlling”), five percent (5%) or more of the issued and outstanding Equity Shares, or such other number as is determined by the Resulting Issuer Board from time to time, and: (i) who a governmental authority granting licenses to, or otherwise governing the operations of, the Corporation or its subsidiaries has determined to be unsuitable to own Equity Shares; (ii) whose ownership of Equity Share may reasonably result in the loss, suspension or revocation (or similar action) with respect to any licenses or permits relating to the Corporation’s or its subsidiaries’ conduct of business (being the conduct of any activities relating to the cultivation, manufacturing, distributing and dispensing of cannabis and cannabis-derived products in the United States, which include the owning and operating of cannabis licenses) or in the Corporation being unable to obtain any new licenses or permits in the normal course, all as determined by the Resulting Issuer Board; or (iii) who have not been determined by the applicable regulatory authority to be an acceptable person or otherwise have not received the requisite consent of such regulatory authority to own the Equity Shares, as applicable, in each case within a reasonable time period acceptable to the Resulting Issuer Board or prior to acquiring any Equity Shares (in each case, an “Unsuitable Person”). The ownership restrictions in the Corporation’s notice of articles and Articles will also be (and the notice of articles and articles of BRND currently are) subject to an exemption for applicable depositaries and clearing houses as well as underwriters (as defined in the Securities Act (Ontario)) in the course of a distribution of securities.

Notwithstanding the foregoing, the Compliance Provisions will provide that any shareholder (or group of shareholders acting jointly or in concert) proposing to Own or Control five percent (5%) or more of the issued and outstanding shares of the Corporation (or such other number as is determined by the Resulting Issuer Board from time to time) will be required to provide not less than 30 days’ advance written notice to the Corporation by mail sent to the Corporation’s registered office to the attention of the Corporate Secretary and to obtain all necessary regulatory approvals. Upon any such shareholder(s) Owning or Controlling five percent (5%) or more of the issued and outstanding shares of the Corporation (or such other number as is determined by the Resulting Issuer Board from time to time), and having not received the requisite approval of any applicable regulatory authority to own the Equity Shares, the Compliance Provisions will provide: (i) that such shareholder(s) may, in the discretion of the Resulting Issuer Board, be prohibited from exercising any voting rights and/or receiving any dividends from the Corporation, unless and until all requisite regulatory approvals are obtained; and (ii) the Corporation with a right, but not the obligation, at its option, upon notice to the Unsuitable Person, to: (A) redeem any or all Equity Shares directly or indirectly held by an Unsuitable Person; and/or (B) forcibly transfer any or all Equity Shares directly or indirectly held directly or indirectly by an Unsuitable Person to a third-party. Such rights are required in order for the Corporation to comply with regulations in various jurisdictions where the Corporation or its subsidiaries are expected to conduct business.

Upon receipt by the holder of a notice to redeem or to transfer any or all of its Equity Shares, the holder will be entitled to receive, as consideration therefor, (i) if the Equity Shares are then listed for trading on a stock exchange, no less than 95% of the lesser of (A) the closing price of the Equity Shares on the NEO Exchange (or the then principal exchange on which the Corporation’s securities are listed for trading) on the trading day immediately prior to the closing of the redemption or transfer (or the average of the last bid and last asking prices if there was no trading on the specified date), and (B) the five-day volume weighted average price of the Equity Shares on the NEO Exchange (or the then principal exchange on which the Corporation’s securities are quoted for trading) for the five trading days immediately prior to the closing of the redemption or transfer (or the average of the last bid and last asking prices if there was no trading on the specified dates), or (ii) if the Equity Shares are not then listed for trading on a stock exchange, a price per share to be determined by the Resulting Issuer Board, acting reasonably.

The foregoing restriction will not apply to the ownership, acquisition or disposition of Equity Shares as a result of: (i) transfer of Equity Shares occurring by operation of law including, inter alia, the transfer of Equity Shares to a trustee in bankruptcy, (ii) an acquisition or proposed acquisition by one or more underwriters who hold Equity Shares for the purposes of distribution to the public or for the benefit of a third-party provided that such third-party is in compliance with the foregoing restriction, or (iii) conversion, exchange or exercise of securities issued by the Corporation or a subsidiary into or for Equity Shares in accordance with their respective terms. If the Resulting Issuer Board reasonably believes that any such holder of the Equity Shares may have failed to comply with the foregoing restrictions, the Corporation may apply to the Supreme Court of British Columbia, or any other court of competent jurisdiction, for an order directing that such shareholder disclose the number of Equity Shares directly or indirectly held.

Notwithstanding the adoption of the Compliance Provisions, the Corporation may not be able to exercise such rights in full or at all, including its redemption rights. Under the BCBCA, a corporation may not make any payment to redeem shares if there are reasonable grounds for believing that the Corporation is unable to pay its liabilities as they become due in the ordinary course of its business or if making the payment of the redemption price or providing the consideration would cause the Corporation to be unable to pay its liabilities as they become due in the ordinary course of its business. Furthermore, the Corporation may become subject to contractual restrictions on its ability to redeem its Equity Shares by, for example, entering into a secured credit facility subject to such restrictions. In the event that restrictions prohibit the Corporation from exercising its redemption rights in part or in full, the Corporation will not be able to exercise its redemption rights absent a waiver of such restrictions, which the Corporation may not be able to obtain on acceptable terms or at all.

The Compliance Provisions will be effected through the adoption of the Amended and Restated Articles. See Schedule “B” – Amended and Restated Articles to the Transaction Resolution attached as Appendix “A” to this Circular for a full description of the Compliance Provisions.

Advance Notice Provisions

The Amended and Restated Articles will include advance notice provisions. The purpose of the advance notice provisions is to provide the registered BRND Shareholders, the Resulting Issuer Board and the management of the Corporation with a clear framework for nominating directors. The advance notice provisions fix a deadline by which registered BRND Shareholders must submit director nominations to the Corporation prior to any annual or special meeting of shareholders, and sets forth the information to be provided and other procedures to be followed, in respect of such nomination. See Schedule “B” – Amended and Restated Articles to the Transaction Resolution attached as Appendix “A” to this Circular for additional information in respect of such advance notice provisions.

Recommendation of the BRND Board

In addition, the Transaction was unanimously approved by all members of the BRND Board, none of whom are related to the Transaction.

Reasons for the Recommendation of the BRND Board

In reaching these determinations and approvals, the BRND Board considered, among other things, the following factors and potential benefits and risks of the Transaction:

Strong, competitive position within an attractive industry.

Strong current Adjusted EBITDA generation, with potential for growth by virtue of the Transaction and positive industry momentum. GH Group’s operating assets have significant momentum and cash flow potential. Adjusted EBITDA is a non-U.S. GAAP measure, see “Non-U.S. GAAP Measures” in the Information Statement attached to this Circular as Appendix “D”.

Attractive return on investment relative to risk profile. GH Group represents an early opportunity to invest in a high-growth business at an attractive valuation. See “Forward-Looking Statements” in this Circular and “Caution Regarding Forward-Looking Statements” in the Information Statement attached to this Circular as Appendix “D”.

Concurrent private placement. Certain private investors have committed to a $85 million private investment in public equity to close concurrently with the Transaction.

Shareholder Approval. The Transaction Resolution will be required to be approved by: (i) a special separate resolution of the holders of BRND Class A Restricted Voting Shares; (ii) a special separate resolution of the holders of BRND Class B Shares; (iii) an ordinary resolution of the minority holders of BRND Class A Restricted Voting Shares (i.e., other than those held by holders of BRND Class B Shares and other persons not permitted to vote thereon under OSC Rule 56-501); and (iv) a special resolution of all BRND Shareholders, voting together as if they were a single class. As noted above, the Transaction Resolution will be used to approve a “restricted security reorganization” pursuant to NI 41-101 and OSC Rule 56-501, which requires that a restricted security reorganization receive prior majority approval of the holders of BRND Class A Restricted Voting Shares in accordance with applicable law, excluding any votes attaching to BRND Class A Restricted Voting Shares held, directly or indirectly, by (A) the GH Group Founders⁹, and (B) affiliates of BRND or control persons of BRND or holders of BRND Class A Restricted Voting Shares that are also holders of BRND Class B Shares. Mercer, BRND’s sponsor and a BRND Founder, is an affiliate or control person of BRND, and therefore any BRND Class A Restricted Voting Shares held by Mercer will be excluded from voting in the class vote of the BRND Class A Restricted Voting Shares in respect of the Transaction Resolution under NI 41-101 and OSC Rule 56-501. Any BRND Class A Restricted Voting Shares of Charles Miles and Sean Goodrich, the other BRND Founders, will also be excluded from voting in the class vote of the BRND Class A Restricted Voting Shares on the Transaction Resolution.

Redemption Rights. Registered holders of BRND Class A Restricted Voting Shares can elect to redeem all or a portion of their BRND Class A Restricted Voting Shares, provided that they deposit (and do not validly withdraw) their BRND Class A Restricted Voting Shares for redemption prior to the Redemption Deposit Deadline and, subject to applicable law, upon the closing of the Transaction, for an amount per BRND Class A Restricted Voting Share, payable in cash, equal to the pro-rata portion, per BRND Class A Restricted Voting Share, of (i) the escrowed funds available in the Escrow Account at the time of the meeting, including interest and other amounts earned thereon; less (ii) an amount equal to the total of (A) applicable taxes payable by BRND on such interest and other amounts earned in the Escrow Account, and (B) actual and expected direct expenses related to the redemption, each as reasonably determined by BRND; for greater certainty, such amount will not be reduced by the amount of any tax payable by BRND under Part VI.1 of the Tax Act or the deferred underwriting commission per BRND Class A Restricted Voting Share held in the Escrow Account. The redemption price per BRND Class A Restricted Voting Share is expected to be approximately $10.11, assuming a redemption date of June 4, 2021. Registered holders of BRND Class A Restricted Voting Shares may elect to redeem their BRND Class A Restricted Voting Shares irrespective of whether they vote for or against, or do not vote on, the Transaction.

In the course of their deliberations, the BRND Board also identified and considered a variety of risks, including:

Risks of the Businesses being Acquired. The risks faced by GH Group and, upon completion of the Transaction, to be faced by the Corporation with respect to their respective affairs, business and operations and future prospects.

Risks if Transaction is Not Completed. The risks to the Corporation if the Transaction is not completed, including the costs to the Corporation in pursuing the Transaction and the inability to pursue other opportunities as a result.

The Definitive Agreement may be Terminated in Certain Circumstances. The Corporation and the sellers of GH Group each have the right to terminate the Definitive Agreement in certain circumstances. There is no certainty, nor can the Corporation provide any assurance, that the Definitive Agreement will not be terminated by either the Corporation or GH Group before the completion of the Transaction. Accordingly, there is no certainty, nor can the Corporation provide any assurance, that the Corporation will complete the acquisition of GH Group pursuant to the Transaction.

No Certainty that All Conditions Precedent to the Transaction will be Satisfied. The completion of the Transaction is subject to a number of conditions precedent, certain of which are outside the control of the Corporation, including approval of the Transaction Resolution. There can be no certainty, nor can the Corporation provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If the Transaction is not completed, the market price of the currently trading BRND Class A Restricted Voting Shares and BRND Warrants may decline. If the Transaction is not completed and the BRND Board decides to seek another transaction, there can be no assurance that it will be able to find another attractive qualifying transaction.

⁹The GH Group Founders do not, as of the date hereof, hold, beneficially own or control, directly or indirectly, any BRND Class A Restricted Voting Shares.

See “Risks Associated with the Transaction” in this Circular and “Risk Factors” in the Information Statement attached as Appendix “D” to this Circular.

Qualifying Transaction Fair Market Value Threshold

Under the NEO Exchange rules, the assets acquired as part of a qualifying transaction must have a fair market value equal to at least 80% of the funds held in the Escrow Account (excluding the deferred underwriting commissions and taxes payable on interest and other amounts earned on the funds in the Escrow Account). This must be satisfied at the time of the execution of the definitive agreement(s) for the qualifying transaction. As of the date of the execution of the Definitive Agreement, the balance of the funds in the Escrow Account was $407,590,197 (excluding approximately $16,100,000 of deferred underwriting commissions and 80% thereof represents approximately $312,300,000). In reaching its conclusion that the Transaction meets the 80% test, the BRND Board looked at the enterprise value of the GH Group business. Based on the transaction value, which was the result of arm’s length negotiations, it was determined that enterprise value is $352,900,000, before taking into account any value attributable to the SoCal Greenhouse or the Element 7 license applications. As a result, the BRND Board concluded that the fair market value of the businesses and assets being acquired was in excess of the 80% requirement. In light of the financial background and experience of the members of the Corporation’s management team and the BRND Board, the BRND Board believes that the members of its management team and the BRND Board are qualified to make such determination.

Transaction Steps

The following summarizes the steps which will occur under the terms of the Transaction on the Effective Date and at the Effective Time, if all conditions of the Transaction have been satisfied or waived. The following description is a summary of the principal steps of the Transaction and is qualified in its entirety by reference to the full text of the Definitive Agreement, which is available on SEDAR under the Corporation’s profile at www.sedar.com:

At the Effective Time, among other things:

(a)

(b)

BRND’s notice of articles and articles will be amended, ultimately resulting in:

(i)

the conversion of each non-redeemed BRND Class A Restricted Voting Share and each BRND Class B Share then outstanding into one Equity Share; and

(ii)

in each case as more specifically set out under “The Transaction – Equity Shares and Multiple Voting Shares Structure”;

(c)

BRND will, if it is approved by the registered BRND Shareholders, adopt the Equity Incentive Plan;

(d)

the merger with GH Group is expected to occur;

(e)

Macias, Gini & O’Connell LLP will be appointed the auditors of the Corporation; and

(f)

BRND will change its name from “Mercer Park Brand Acquisition Corp.” to “Glass House Brands Inc.” (or such other name as may be selected by the board of directors of BRND prior to closing).

BRND Founders and GH Group Founders

On the closing of BRND’s initial public offering, the BRND Founders entered into the Exchange Agreement and Undertaking pursuant to which each BRND Founder agreed to certain transfer restrictions in respect of their: (i) aggregate 10,089,750 BRND Founders’ Shares (which were acquired for nominal consideration); (ii) 9,810,000 BRND Founders’ Warrants (which were acquired for $1.00 per BRND Warrant); and (iii) 109,000 BRND Class B Units (which were acquired for $10.00 per BRND Class B Unit). Pursuant to the Exchange Agreement and Undertaking, the BRND Founders agreed not to transfer any of their BRND Class B Units (including any BRND Class B Shares or BRND Warrants forming part of the BRND Class B Units), BRND Founders’ Shares or BRND Founders’ Warrants, or any securities of BRND received in exchange therefor, prior to the closing of BRND’s qualifying transaction without the prior consent of the NEO Exchange. Such transfer restrictions only apply to BRND Class B Units (including any BRND Class B Shares or BRND Warrants forming part of the BRND Class B Units), BRND Founders’ Shares and BRND Founders’ Warrants and do not apply to any BRND Class A Restricted Voting Shares of the BRND Founders (if any).

In connection with the Definitive Agreement, the BRND Founders and the GH Group Founders have entered into an investor rights agreement dated April 8, 2021 (the “Investor Rights Agreement”), pursuant to which, among other things, 50% of the ultimate number of Equity Shares to be issued to the BRND Founders on closing of the Transaction in exchange for the BRND Founders’ Shares will be subject to forfeiture in certain circumstances. In addition, in connection with closing of the Transaction the BRND Founders and GH Group Founders will enter into a lock-up agreement pursuant to which (i) 50% of the Exchangeable Shares issued to the GH Group Founders on closing of the Transaction (and any Equity Shares exchangeable therefor) will be subject to a six-month lock-up period and the remaining 50% of the Exchangeable Shares issued to the GH Group Founders (and any Equity Shares exchangeable therefor) will be subject to a 12-month lock-up period, and (ii) the Equity Shares issued to the BRND Founders at Closing will be subject, in addition to certain forfeiture-based restrictions, to similar lock-up restrictions.

BRND Shareholder Approval of the Transaction

The Transaction Resolution will be required to be approved by: (i) a special separate resolution of the holders of BRND Class A Restricted Voting Shares; (ii) a special separate resolution of the holders of BRND Class B Shares; (iii) an ordinary resolution of the minority holders of BRND Class A Restricted Voting Shares (i.e., other than those held by holders of BRND Class B Shares and other persons not permitted to vote thereon under OSC Rule 56-501); and (iv) a special resolution of all BRND Shareholders, voting together as if they were a single class. As noted above, the Transaction Resolution will be used to approve a “restricted security reorganization” pursuant to NI 41-101 and OSC Rule 56-501, which requires that a restricted security reorganization receive prior majority approval of the holders of BRND Class A Restricted Voting Shares in accordance with applicable law, excluding any votes attaching to BRND Class A Restricted Voting Shares held, directly or indirectly, by (i) the GH Group Founders¹⁰, and (ii) affiliates of BRND or control persons of BRND or holders of BRND Class A Restricted Voting Shares that are also holders of BRND Class B Shares. Mercer, BRND’s sponsor and a BRND Founder, is an affiliate or control person of BRND, and therefore any BRND Class A Restricted Voting Shares held by Mercer will be excluded from voting in the class vote of the BRND Class A Restricted Voting Shares in respect of the Transaction Resolution under NI 41-101 and OSC Rule 56-501. Any BRND Class A Restricted Voting Shares of Charles Miles and Sean Goodrich, the other BRND Founders, will also be excluded from voting in the class vote of the BRND Class A Restricted Voting Shares on the Transaction Resolution. The Transaction Resolution will be in the form set forth in Appendix “A” of this Circular.

The Equity Incentive Plan Resolution will be required to be approved by an ordinary resolution of the holders of (i) the BRND Class A Restricted Voting Shares, and (ii) the BRND Class B Shares, voting together as if they were a single class of shares. The Equity Incentive Plan Resolution will be substantially in the form set forth in Appendix “B” of this Circular.

A quorum at the Shareholders’ Meeting is one person who is, or who represents by proxy, shareholders who, in the aggregate, hold at least 25% of the issued shares entitled to be voted at the Shareholders’ Meeting.

Post-Transaction Structure

Please refer to “Corporate Structure – Inter-Corporate Relationships” in the Information Statement attached as Appendix “D” to this Circular for the proposed corporate structure of the Corporation following completion of the Transaction.

Interests of Certain Persons in the Transaction

In considering the recommendation of the BRND Board with respect to the Transaction, BRND Shareholders should be aware that Mercer, which is controlled by Jonathan Sandelman, the Chairman of the BRND Board, has certain interests in connection with the Transaction that may be different from those of BRND Shareholders generally in connection with the Transaction. The BRND Board is aware of these interests and considered them along with the other matters described under the heading “The Transaction – Background to the Transaction”. For details on such interest, see “Interest of Certain Persons in Matters to be Acted Upon”.

Nominees to the Resulting Issuer Board

Upon completion of the Transaction, the proposed directors of the Corporation are expected to hold, directly or indirectly, in the aggregate, 3,930,570 Exchangeable Shares and 3,161,629 Multiple Voting Shares.

The following table sets out the number of Equity Shares, BRND Warrants, Exchangeable Shares and Multiple Voting Shares expected to be beneficially owned by, or for which control or direction is exercised by, the nominees to the Resulting Issuer Board as of the Effective Date.

¹⁰The GH Group Founders do not, as of the date hereof, hold, beneficially own or control, directly or indirectly, any BRND Class A Restricted Voting Shares.

					Exchangeable		Multiple Voting
Name	Equity Shares		BRND Warrants		Shares⁽⁴⁾		Shares
Kyle Kazan⁽¹⁾⁽⁵⁾		0		0		2,197,654		1,704,586
Graham Farrar(¹⁾⁽⁶⁾		0		0		1,456,749		1,321,087
Jamie Mendola⁽²⁾		0		0		0		0
Jocelyn Rosenwald⁽³⁾⁽⁷⁾		0		0		276,167		135,956
Lameck Humble Lukanga⁽³⁾		0		0		0		0
George Raveling⁽³⁾		0		0		0		0
Bob Hoban⁽³⁾		0		0		0		0
Hector De La Torre⁽³⁾		0		0		0		0
Total		0		0		3,930,570		3,161,629

Notes:

(1)

Kyle Kazan and Graham Farrar are not considered independent for the purposes of NI 58-101 because (i) they will be part of management of the Corporation, and (ii) they were, prior to the Effective Date, executive officers of GH Group.

(2)

Jamie Mendola is not considered independent for the purposes of NI 58-101 due to his position as Head of Strategy and M&A of Mercer Park, L.P., which controls the Sponsor.

(3)

Independent director.

(4)

Subject to adjustment pursuant to the terms of the Definitive GH Group Agreement.

(5)

In addition, Kyle Kazan is expected to hold (i) 84,187 options to purchase Equity Shares, (ii) 1,013,218 restricted Exchangeable Share units, and (iii) 423,894 unlisted warrants to purchase Equity Shares at an exercise price of $10.00 per share.

(6)

In addition, Graham Farrar is expected to hold (i) 88,320 options to purchase Equity Shares, (ii) 824,250 restricted Exchangeable Share units, and (iii) 151,092 unlisted warrants to purchase Equity Shares at an exercise price of $10.00 per share.

(7)

In addition, Jocelyn Rosenwald is expected to hold 114,311 restricted Exchangeable Share units.

Executive Officers

Upon completion of the Transaction, the executive officers of the Corporation are expected to hold, in the aggregate, 0 Equity Shares, 0 BRND Warrants, 5,423,457 Exchangeable Shares and 3,025,673 Multiple Voting Shares.

The following table sets out the number of Equity Shares, BRND Warrants, Exchangeable Shares and Multiple Voting Shares expected to be beneficially owned by, or for which control or direction is exercised by, the executive officers of the Corporation as of the Effective Date.

	Equity		BRND		Exchangeable		Multiple Voting
Name	Shares		Warrants		Shares⁽¹⁾		Shares
Kyle Kazan⁽²⁾		0		0		2,197,654		1,704,586
Executive Chairman and Chief
Executive Officer
Graham Farrar⁽³⁾		0		0		1,456,749		1,321,087
President and Director
Derrek Higgins⁽⁴⁾		0		0		253,927		0
Chief Financial Officer
Jamin Horn⁽⁵⁾		0		0		15,300		0
General Counsel and Corporate
Secretary
Daryl Kato⁽⁶⁾		0		0		251,855		0
Chief Operating Officer
Joe Andreae⁽⁷⁾		0		0		1,247,973		0
Vice President, Business
Development
Total		0		0		5,423,457		3,025,673

Notes:

(1)

Subject to adjustment pursuant to the terms of the Definitive GH Group Agreement.

(2)

(3)

(4)

In addition, Derrek Higgins is expected to hold (i) 57,004 options to purchase Equity Shares, (ii) 483,888 restricted Exchangeable Share units, and (iii) 660,996 unlisted warrants to purchase Equity Shares at an exercise price of $10.00 per share.

(5)

In addition, Jamin Horn is expected to hold (i) 83,246 options to purchase Equity Shares, (ii) 228,169 restricted Exchangeable Share units, and (iii) 5,000 unlisted warrants to purchase Equity Shares at an exercise price of $10.00 per share.

(6)

In addition, Daryl Kato is expected to hold (i) 56,117 options to purchase Equity Shares, (ii) 480,860 restricted Exchangeable Share units, and (iii) 5,000 unlisted warrants to purchase Equity Shares at an exercise price of $10.00 per share.

(7)

In addition, Joe Andreae is expected to hold (i) 48,331 options to purchase Equity Shares, and (ii) 66,472 restricted Exchangeable Share units.

PROCEDURE FOR THE EXCHANGE OF BRND SHARES

If the Transaction is completed, CDS is expected to affect a share exchange of the non-redeemed BRND Class A Restricted Voting Shares for Equity Shares. Beneficial owners of BRND Class A Restricted Voting Shares are not required to take any further action to receive the Equity Shares which they are entitled to receive.

REDEMPTION RIGHTS

Registered holders of BRND Class A Restricted Voting Shares have a redemption right.

Registered holders of BRND Class A Restricted Voting Shares can elect to redeem all or a portion of their BRND Class A Restricted Voting Shares, provided that they deposit (and do not validly withdraw) their BRND Class A Restricted Voting Shares for redemption prior to the Redemption Deposit Deadline and, subject to applicable law, upon the closing of the Transaction, for an amount per BRND Class A Restricted Voting Share, payable in cash, equal to the pro-rata portion, per BRND Class A Restricted Voting Share, of (i) the escrowed funds available in the Escrow Account at the time of the Shareholders’ Meeting, including interest and other amounts earned thereon; less (ii) an amount equal to the total of (A) applicable taxes payable by BRND on such interest and other amounts earned in the Escrow Account, and (B) actual and expected direct expenses related to the redemption, each as reasonably determined by BRND; for greater certainty, such amount will not be reduced by the amount of any tax payable by BRND under Part VI.1 of the Tax Act or the deferred underwriting commission per BRND Class A Restricted Voting Share held in the Escrow Account. The redemption price per BRND Class A Restricted Voting Share is expected to be approximately $10.11, assuming a redemption date of June 4, 2021. Registered holders of BRND Class A Restricted Voting Shares may elect to redeem their BRND Class A Restricted Voting Shares irrespective of whether they vote for or against, or do not vote on, the Transaction. Participants through CDS may have earlier deadlines for accepting deposits of BRND Class A Restricted Voting Shares pursuant to the redemption right. If a CDS Participant’s (as defined herein) deadline is not met by a holder of BRND Class A Restricted Voting Shares, such holder’s BRND Class A Restricted Voting Shares will not be eligible for redemption.

A non-registered holder of BRND Class A Restricted Voting Shares who desires to exercise its redemption rights in connection with the BRND articles must do so by causing a participant (a “CDS Participant”) in the depository, trading, clearing and settlement systems administered by CDS to deliver to CDS (at its office in the City of Toronto) on behalf of the owner a written notice (a “Redemption Notice”) of the owner’s intention to redeem BRND Class A Restricted Voting Shares in connection with the BRND articles. A non-registered holder of BRND Class A Restricted Voting Shares who desires to redeem BRND Class A Restricted Voting Shares should ensure that the CDS Participant is provided with notice of his or her intention to exercise his or her redemption privilege sufficiently in advance of the notice date described above so as to permit the CDS Participant to deliver notice to CDS and so as to permit CDS to deliver notice to the Corporation’s transfer agent in advance of the required time. The form of Redemption Notice will be available from a CDS Participant or the Corporation’s transfer agent.

Redemptions of BRND Class A Restricted Voting Shares shall be funded out of the Escrow Account, which, as of April 29, 2021, consisted of $407,590,197 or approximately $10.11 per share (net of applicable taxes).

EQUITY INCENTIVE PLAN

Unless otherwise directed in properly completed forms of proxy, it is the intention of individuals named in the accompanying form of proxy to vote FOR the Equity Incentive Plan Resolution. The BRND Board has approved the Equity Incentive Plan and recommends that the BRND Shareholders vote FOR the Equity Incentive Plan Resolution.

ELECTION OF DIRECTORS

The articles of the Corporation provide that the Board shall consist of a minimum of three (3) and a maximum of twenty (20) directors, with the number between such limits to be determined by the Board from time to time. Conditional upon the approval of the Transaction Resolution, a Resulting Issuer Board of eight is to be elected at the Shareholders’ Meeting. If, prior to the Shareholders’ Meeting, any of the nominees shall be unable or, for any reason, become unwilling to serve as a director, it is intended that the discretionary power granted by the form of proxy or voting instruction form shall be used to vote for any other person or persons as directors. Subject to and conditional upon closing of the Transaction, each director will be elected for a one-year term (commencing upon the closing of the Transaction) ending at the next annual meeting of shareholders or when his or her successor is elected, unless he or she resigns or his or her office otherwise becomes vacant. The BRND Board and management of the Corporation have no reason to believe that any of the said nominees will be unable or will refuse to serve, for any reason, if elected to office.

The disclosure provided in the section entitled “Nominees for Election” provides the profile of the nominees proposed for election to the Resulting Issuer Board. Included in this disclosure is information relating to each nominee’s experience, qualifications, areas of expertise and expected ownership of securities of the Resulting Issuer following closing of the Transaction. As you will note from the enclosed form of proxy or voting instruction form, shareholders may vote for each director individually.

The BRND Board recommends that you vote FOR the election as director of each nominee whose name is set out below.

Unless a proxy specifies that the BRND shares it represents should be withheld from voting for the election of a particular nominee as director, the management appointees named in the accompanying form of proxy and voting instruction form intend to vote FOR such election.

Kyle Kazan, Executive Chairman and Chief Executive Officer

Biography: A seasoned investor and expert manager of private equity funds with over two (2) decades of domestic and international experience, Kyle has a track record of growing de novo companies to industry leadership in the fields of fund/asset management, property management and insurance. In 1991 he began investing in real estate, eventually launching a total of 23 private equity funds with a current estimated value of owned and managed properties that stands above $2.75 billion. Kyle also served on the boards of multiple international investment and hedge funds before pivoting in 2016 to the regulated cannabis industry, where he closed four funds and consolidated them to form the vertically integrated GH Group. Since his early service as a special education teacher and law enforcement officer, Kyle has been a vocal advocate for police reform and ending the War on Drugs and its injustices, speaking on behalf of Law Enforcement Against Prohibition (LEAP) and appearing in many media outlets ranging from CNN to Fox. He is a frequent guest professor at NYU Stern School of Business, USC Marshall Business School, and UCLA Anderson School of Management, and Kyle is a graduate of the University of Southern California, where he played varsity basketball for Hall of Fame Coach George Raveling.

Residency: Palos Verdes Peninsula, CA, USA.

Present Principal Occupation: Chief Executive Officer, GH Group.

Independence: Not independent.

Expected Committee Memberships: None.

Securities of the Corporation Expected to be Held Upon Closing of the Transaction: See “The Transaction – Proposed Directors”.

Graham Farrar

Biography: Graham is a serial entrepreneur who began his career as part of the original team at Software.com, taking the company public in 1999. Shortly thereafter, he served on the board of Seacology and was part of the founding team at Sonos, where he was involved with product design, development, sales, and customer support. After Sonos, Graham served as a board member for Heal the Ocean, was a founder and partner of ebook publishers iStoryTime Inc. and zuuka, and founded a Santa Barbara luxury rental company. He first ventured into the regulated cannabis industry by founding Elite Garden Wholesale, an agriculture technology company focused on developing products for the hydroponics industry. Graham currently sits on the Board of Directors of The Santa Barbara Bowl Foundation.

Residency: Santa Barbara, CA, USA.

Present Principal Occupation: President, GH Group.

Independence: Not independent.

Expected Committee Memberships: None.

Securities of the Corporation Expected to be Held Upon Closing of the Transaction: See “The Transaction – Proposed Directors”.

Jocelyn Rosenwald

Biography: Jocelyn began her career as a Teach for America Corps member in New York City. She began her career in real estate investment in 2013 with Beach Front Properties LLC and managed a $500 million portfolio of opportunistic real estate investments. In November of 2016, Rosenwald began supervising the operations of 4 funds in the regulated cannabis industry which would eventually be consolidated to form GH Group. Today, Jocelyn sits on the board of GH Group as a director. She holds a BA from the University of Pennsylvania, an MA in Education from Hunter College, and an MBA from UCLA Anderson School of Business. She is a co-founder and current director of GH Group.

Residency: Costa Mesa, CA, USA.

Present Principal Occupation: Director of Acquisitions and Asset Management, Beach Front Property Management.

Independence: Independent.

Expected Committee Memberships: Audit Committee, Compensation, Nominating and Corporate Governance Committee.

Securities of the Corporation Expected to be Held Upon Closing of the Transaction: See “The Transaction – Proposed Directors”.

Jamie Mendola

Biography: Jamie Mendola is the Head of Strategy and M&A for Mercer Park, L.P., which is a family office focused on the cannabis sector that controls Mercer. Mercer provides management services to Ayr Wellness Inc., a U.S. multi-State operator with key assets in 7 States. Jamie has nearly 20 years of experience as a public and private equity investor and has been an active investor in the cannabis industry for several years. Prior to joining Mercer, Jamie was the CEO and Portfolio Manager of Pacific Grove Capital, a San Francisco-based hedge fund focused primarily on investments in consumer, technology and cannabis. He also managed the Pacific Grove Opportunity Fund, which focused on special purpose acquisition companies (SPACs), and was one of the top performing hedge funds during its tenure. Pacific Grove was named the best new hedge fund by Hedge Funds Review in 2015 and Jamie received accolades from Institutional Investor as a Hedge Fund Rising Star and was named as one of Tomorrow’s Titans by The Hedge Fund Journal. Prior to founding Pacific Grove in 2014, Jamie was a Partner at Scout Capital, which had assets under management of approximately $7 billion. He was a senior member of the firm’s Investment and Risk Committees and helped to build Scout’s west coast office. Previously, Jamie worked as a Principal of Watershed Asset Management, a private equity analyst at JLL Partners and an investment banking analyst at J.P. Morgan Chase. Jamie graduated with a B.S. in Management, summa cum laude, from Binghamton University in 1999, where he was also a 4-year letter-winner in baseball, and earned his M.B.A. from Stanford’s Graduate School of Business in 2005. He resides in San Francisco with his wife and four sons.

Residency: San Francisco, CA, USA.

Present Principal Occupation: Head of Strategy and M&A, Mercer Park L.P.

Independence: Not independent.

Expected Committee Memberships: None.

Securities of the Corporation Expected to be Held Upon Closing of the Transaction: See “The Transaction – Proposed Directors”.

Lameck Humble Lukanga

Biography: Lameck Humble Lukanga was born in a small village in Uganda, where he spent the first decade of his life enduring genocide, famine and extreme poverty. At the age of 11, he and his family were granted a political asylum, allowing them to come to the United States to seek refuge, which he calls “the biggest blessing of my life.” Since, Humble has gone on to become a venerable young leader in finance. Humble owns Life Line Financial Group, a wealth management firm servicing world-class performers and leaders in business, sports and entertainment. In addition to Life Line Financial, Humble serves on the board of trustees for the University of New Mexico and the board of directors for various companies. He holds both a Bachelors and Masters in Business Administration from the Anderson School of Management at the University of New Mexico, received a Personal Finance Planning degree from UCLA and holds the CFP credential. Humble is passionate about social entrepreneurship, financial literacy, freedom and the orphans of Uganda. He is a philanthropist, teacher and self-proclaimed “ambassador of hope”.

Residency: Los Angeles, CA, USA.

Present Principal Occupation: Principal, Life Line Financial Group.

Independence: Independent.

Expected Committee Memberships: Audit Committee, Compensation, Nominating and Corporate Governance Committee.

Securities of the Corporation Expected to be Held Upon Closing of the Transaction: See “The Transaction – Proposed Directors”.

George Raveling

Biography: One of basketball’s most impactful Hall of Fame coaches, George has defined his career, from basketball to business, by his relentless dedication to leadership and mentoring. In 1964, he joined the coaching staff at his alma mater, Villanova, before becoming the first African American basketball coach in the Pacific-8 Conference (now the Pac-12), the head coach at Washington State, the University of Iowa and USC, and an assistant coach of the medal-winning U.S. Olympic teams of 1984 and 1988. While coaching, he published two books and afterwards became a broadcaster for Fox Sports and CBS. Nike subsequently named George Director of International Basketball, kicking off his life as an executive; he would go on to key positions on the boards of the NCAA, NABC, USA Basketball, and Nike, Inc. He was the recipient of the Naismith Memorial Hall of Fame’s John W. Bunn Lifetime Achievement Award and the co-founder, with former NFL GM Michael Lombardi, of leadership program The Daily Coach. As a result of his dedication to civil rights and service as additional security during 1963’s famed March on Washington, George is the current guardian of the original draft of Martin Luther King’s “I Have a Dream” speech.

Residency: Los Angeles, CA, USA.

Present Principal Occupation: Self-Employed Consultant, Coaching for Success.

Independence: Independent.

Expected Committee Memberships: None.

Securities of the Corporation Expected to be Held Upon Closing of the Transaction: See “The Transaction – Proposed Directors”.

Bob Hoban

Biography: Bob Hoban sits at the center of a large commercial cannabis industry network, a cannabis industry ecosystem that he has cultivated since 2008 as an attorney, an entrepreneur, and an executive. Bob has earned a reputation as a cannabis industry dealmaker representing start-ups, entrepreneurs, governments, and companies in all stages of development. He is a visionary industry leader, who has founded, created, bought, and sold over fifteen of his own cannabis companies. He has served as a C-Suite executive in multiple companies and as a director on a number of boards. He is Co-Founder of Gateway Proven Strategies, a leading global cannabis industry consulting firm. He constructed the Hoban Law Group to become a leading full-service commercial cannabis industry law firm. And Bob served as a cannabis policy instructor at the University of Denver, where he lectured regarding cannabis regulation and policy. He has crafted cannabis policy solutions for over thirty different countries around the world and has consistently been recognized as one of the most influential people in the global cannabis industry by a variety of organizations and publications over the course of the past twelve years. Bob received his Ph.D. in Public Affairs from the University of Colorado, his J.D. from the University of Wyoming and his B.A. from Rutgers University.

Residency: Denver, CO, USA.

Present Principal Occupation: Principal Attorney of Hoban Law Group and Global Proven Strategies.

Independence: Independent.

Expected Committee Memberships: None.

Securities of the Corporation Expected to be Held Upon Closing of the Transaction: See “The Transaction – Proposed Directors”.

Hector De La Torre

Biography: Hector’s career has been defined by his public service and outstanding record of leadership. From 2004-10, Hector represented the 50th District in southeast Los Angeles County to the California State Assembly, where he focused on health care, the environment, and good governance. Previously, he was a member of the South Gate City Council for 8 years, including serving 2 years as Mayor. In 2011, Hector became the Assembly-Appointed Member of the California Air Resources Board, a position he still holds, where he focuses on goods movement, environmental justice, and green technologies. He served as the executive director of the Transamerica Center for Health Studies, a national non-profit focused on helping people better understand health coverage, and today is chair of the board at L.A. Care, the largest public health plan in America, as well as a trustee of Occidental College, where he received his B.A. He did his graduate studies at the Elliott School of International Affairs at the George Washington University. Hector has been an early and vocal advocate for cannabis policy reform and remains dedicated to serving the industry.

Residency: Los Angeles, CA, USA.

Present Principal Occupation: Director, California Air Resources Board.

Independence: Independent.

Expected Committee Memberships: Audit Committee, Compensation, Nominating and Corporate Governance Committee.

Securities of the Corporation Expected to be Held Upon Closing of the Transaction: See “The Transaction – Proposed Directors”.

None of the nominees for election to the Resulting Issuer Board currently hold, beneficially own or control, directly or indirectly, any BRND Class A Restricted Voting Shares, BRND Class B Shares or BRND Warrants.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of BRND and GH Group, no proposed nominee for election as a director or proposed executive officer of the Resulting Issuer has been, at the date of this Circular or within the last 10 years: (a) a director, chief executive officer or chief financial officer of any company that, while that person was acting in that capacity, (i) was the subject of a cease trade or similar order or an order that denied BRND access to any exemption under securities legislation, for a period of more than 30 consecutive days, or (ii) was the subject of an event that resulted, after that person ceased to be a director or chief executive officer or chief financial officer, in BRND being the subject of such an order; or (b) a director or executive of a company that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, transaction or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

No proposed director or executive officer of the Resulting Issuer has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in making an investment decision.

To the knowledge of BRND, no proposed director or executive officer of the Resulting Issuer has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, transaction or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.

Conflicts of Interest

Certain of the proposed directors and executive officers of the Resulting Issuer are officers and directors of, or are associated with, other public and private companies. Such associations may give rise to conflicts of interest with the Resulting Issuer from time to time. The BCBCA requires, among other things, that the directors and executive officers of the Resulting Issuer act honestly and in good faith with a view to the best interest of the Resulting Issuer, to disclose any personal interest which they may have in any material contract or transaction which is proposed to be entered into with the Resulting Issuer and, in the case of directors, to abstain from voting as a director for the approval of any such contract or transaction. To the extent that conflicts of interest arise, such conflicts are required to be resolved in accordance with the provisions of the BCBCA.

SUMMARY PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Unaudited pro forma financial statements of BRND, after giving effect to the Transaction and other matters, and as of and for the 12 months ended December 31, 2020, together with the notes thereto, are contained in the Information Statement attached to this Circular as Appendix “D”.

STOCK EXCHANGE LISTINGS

The NEO Exchange has conditionally approved the listing of the Equity Shares and the BRND Warrants under the symbols “GLAS.A.U”, and “GLAS.WT.U”, respectively.

CANADIAN SECURITIES LAW MATTERS

The distribution of the Equity Shares pursuant to the Amended and Restated Articles in connection with the Transaction contemplated herein, will constitute a distribution of securities which is exempt from the prospectus requirements of Canadian securities legislation and is exempt from or otherwise is not subject to the registration requirements under applicable securities laws. The Equity Shares received by holders of non-redeemed BRND Shareholders pursuant to the Amended and Restated Articles, in connection with the completion of the Transaction will not be legended in accordance with Canadian securities laws and may be resold through registered dealers in each of the provinces and territories of Canada provided that: (i) the trade is not a “control distribution” as defined in National Instrument 45-102 — Resale of Securities of the Canadian Securities Administrators, (ii) no unusual effort is made to prepare the market or to create a demand for the Equity Shares, (iii) no extraordinary commission or consideration is paid to a person in respect of such sale, and (iv) if the selling BRND Shareholder is an insider or officer of BRND, the selling BRND Shareholder has no reasonable grounds to believe that BRND is in default of applicable Canadian securities laws.

UNITED STATES SECURITIES LAWS MATTERS

The Equity Shares issuable pursuant to the 3(a)(9) Transactions have not been and will not be registered under the U.S. Securities Act or any State securities laws, and such 3(a)(9) Transactions will be effected in reliance upon the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(9) thereof. Section 3(a)(9) of the U.S. Securities Act provides for an exemption from the registration requirements of the U.S. Securities Act for any security exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

EXECUTIVE COMPENSATION AND OTHER PAYMENTS

Compensation Discussion and Analysis

There will be no salaries, consulting fees, management contract fees or directors’ fees, finder’s fees, loans, bonuses, deposits or similar payments to the Corporation’s officers, directors or special advisors directly or indirectly, for services rendered to the Corporation prior to or in connection with the completion of the Corporation’s initial qualifying transaction, or other payments to insiders prior to or in connection with the completion of the Corporation’s initial qualifying transaction, other than (i) repayment of unsecured loans, and any interest thereon, which may be made by Mercer, (ii) the payment of $10,000 (plus applicable taxes) per month for administrative and related services pursuant to an administrative services agreement entered into with Mercer which, if applicable, may include payment for services of related parties or qualified affiliates of related parties, for, but not limited to, various administrative, managerial or operational services or to help effect our qualifying transaction, reimbursement of reasonable out-of-pocket expenses incurred by the above noted persons in connection with certain activities performed on our behalf, such as identifying possible business targets and qualifying transactions, performing business due diligence on suitable target businesses and qualifying transactions as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations, (iii) payment to certain consultants and investor relation professionals, and (iv) if approved by a majority of our unconflicted directors (being the other directors who do not have a conflict of interest in respect of the proposed acquisition), and subject to any required NEO Exchange consent, payment of a customary finder’s fee, consulting fee or other similar compensation to members of our board of directors who are not employees of the Corporation or Mercer for services rendered in order to effect a qualifying transaction, none of which will be made from the funds in the Escrow Account prior to the completion of the qualifying transaction.

There is no limit on the amount of out-of-pocket expenses reimbursable by the Corporation; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the Escrow Account such expenses would not be reimbursed by the Corporation unless the Corporation consummates a qualifying transaction.

The BRND Board will review and be required to approve all payments made to the Corporation by the BRND Founders, the Corporation’s officers, directors or special advisors, or the Corporation’s affiliates or associates or their respective affiliates or associates, with any interested director abstaining from such review and approval, except for certain exceptions.

Following completion of the Corporation’s qualifying transaction, it is anticipated that the Corporation will pay compensation to the Resulting Issuer’s directors and officers as outlined in the Information Statement attached as Appendix “D” to this Circular.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations in respect of the Amendments and the Transaction that will be generally applicable to (i) a holder of BRND Class A Restricted Voting Shares whose BRND Class A Restricted Voting Shares are redeemed by the Corporation, and (ii) a holder of BRND Class A Restricted Voting Shares who acquires Equity Shares in connection with the Transaction (each, a “Holder”). This summary is applicable to a Holder who, at all relevant times, for the purposes of the Tax Act, deals at arm’s length with the Corporation and GH Group, is not affiliated with the Corporation or GH Group, and holds or will hold, as applicable, BRND Class A Restricted Voting Shares and Equity Shares as capital property. Generally, the BRND Class A Restricted Voting Shares and Equity Shares will be considered to be capital property to a Holder provided the Holder does not hold such shares in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder (i) that is a “financial institution” as defined in the Tax Act for the purpose of the “mark-to-market” rules, (ii) that is a “specified financial institution” as defined in the Tax Act, (iii) that has elected to report its Canadian tax results in a currency other than Canadian currency, (iv) an interest in which is a “tax shelter investment” as defined in the Tax Act, (v) that has entered or will enter into a “derivative forward agreement”, as such term is defined in the Tax Act, in respect of any of the BRND Class A Restricted Voting Shares or Equity Shares, or (vi) that is a BRND Founder or Mercer. Any such Holder should consult its own tax advisors with respect to the consequences of the Amendments and the Transaction.

This summary does not address the possible application of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act to a Holder that (i) is a corporation resident in Canada and (ii) is or becomes (or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes), as part of a transaction or event or series of transactions or events that includes the acquisition of an Equity Share, controlled by a non-resident corporation, non-resident individual, non-resident trust, or group of any of the foregoing who do not deal at arm’s length with each other for purposes of such rules. Such Holders should consult their own tax advisors with respect to the possible application of these rules.

This summary is based on the current provisions of the Tax Act, the current published administrative policies and assessing practices of the Canada Revenue Agency, and all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”). This summary assumes that the Tax Proposals will be enacted as proposed. There can be no assurance that the Tax Proposals will be enacted in their current form, or at all. This summary does not otherwise take into account or anticipate any changes in law, whether by legislative, governmental or judicial action, nor does it take into account other federal, provincial, territorial or foreign income tax legislation or considerations.

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 representations with respect to the income tax consequences to any particular holder are made. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, holders should consult their own tax advisors with respect to their own particular circumstances.

Currency Conversion

For purposes of the Tax Act, all amounts relating to the ownership or disposition of BRND Class A Restricted Voting Shares and Equity Shares must be expressed in Canadian dollars. Amounts denominated in a currency other than the Canadian dollar generally must be converted into Canadian dollars using the applicable rate of exchange quoted by the Bank of Canada on the date such amounts arose, or such other rate of exchange as is acceptable to the Minister of National Revenue (Canada).

Taxation of Holders Resident in Canada

The following portion of the summary applies to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, is resident in Canada (a “Resident Holder”).

Certain Resident Holders who might not otherwise be considered to hold their BRND Class A Restricted Voting Shares or Equity Shares as capital property may, in certain circumstances, be entitled to have such shares, and all other “Canadian securities” owned or subsequently owned by such Resident Holder, treated as capital property by making an irrevocable election in accordance with the Tax Act. Resident Holders should consult their own tax advisors to determine whether an election is available and advisable in their particular circumstances.

The Amendments

As part of the Amendments, the Articles are being amended to, among other things, convert unredeemed BRND Class A Restricted Voting Shares on a one-for-one basis into Equity Shares (the “Share Exchange”). Consistent with the published administrative position of the Canada Revenue Agency, the Share Exchange should be considered to occur “in the course of a reorganization of capital” of the Corporation within the meaning of section 86 of the Tax Act. Accordingly, a Resident Holder whose BRND Class A Restricted Voting Share is exchanged for an Equity Share under the Amendments will be deemed under the Tax Act to have (i) disposed of the BRND Class A Restricted Voting Share for proceeds of disposition equal to the adjusted cost base of such share immediately before the Share Exchange and (ii) acquired the Equity Share at a cost equal to the adjusted cost base to such Resident Holder of the BRND Class A Restricted Voting Share immediately before the Share Exchange. As a result, a Holder will not realize a capital gain or capital loss under the Tax Act in connection with the Share Exchange.

Redemptions of BRND Class A Restricted Voting Shares

A Resident Holder who elects to deposit its BRND Class A Restricted Voting Shares for redemption and whose BRND Class A Restricted Voting Shares are redeemed by the Corporation will be deemed to have received a dividend equal to the amount, if any, by which the aggregate BRND Class A Restricted Voting Share redemption price paid to such Resident Holder exceeds the aggregate of the paid-up capital (as determined for purposes of the Tax Act) of such Resident Holder’s BRND Class A Restricted Voting Shares that are redeemed by the Corporation. The tax treatment of dividends (which include deemed dividends) is discussed below under “- Dividends”.

The amount of any deemed dividend arising on the redemption by the Corporation of BRND Class A Restricted Voting Shares will not be included in computing the Resident Holder’s proceeds of disposition for purposes of computing the capital gain (or capital loss) arising on the redemption of such BRND Class A Restricted Voting Shares. A Resident Holder will realize a capital gain (or capital loss) equal to the amount by which such proceeds of disposition exceed (or are less than) the aggregate adjusted cost base to the Resident Holder of its BRND Class A Restricted Voting Shares immediately before such disposition and any reasonable costs of disposition. See “– Taxation of Capital Gains and Losses” below.

Dividends

Dividends received on BRND Class A Restricted Voting Shares or Equity Shares by a Resident Holder who is an individual (and certain trusts) will be included in the Resident Holder’s income and be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received by an individual from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit for “eligible dividends” properly designated as such by the Corporation.

Dividends received on BRND Class A Restricted Voting Shares or Equity Shares by a Resident Holder that is a corporation will be included in the Resident Holder’s income and will generally be deductible in computing such Resident Holder’s taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” (as defined in the Tax Act) or any other corporation resident in Canada and controlled, whether by reason of a beneficial interest in one or more trusts or otherwise, by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts), may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received on the BRND Class A Restricted Voting Shares or Equity Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income. Dividends received by a Resident Holder that is an individual or a trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act.

The BRND Class A Restricted Voting Shares are “short-term preferred shares” and “taxable preferred shares”, each as defined in the Tax Act, and as a result, Resident Holders will not be subject to tax under Part IV.1 of the Tax Act on any dividend deemed to be received on the BRND Class A Restricted Voting Shares.

A Resident Holder may be subject to United States withholding tax on dividends received on the Equity Shares. Any United States withholding tax paid by or on behalf of a Resident Holder in respect of dividends received on the Equity Shares by a Resident 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 Equity Shares by a Resident Holder may not be treated as income sourced in the United States for these purposes. Resident 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 Equity Shares.

Dispositions of Equity Shares

A Resident Holder who disposes of or is deemed to have disposed of an Equity Share (other than a disposition arising on the Share Exchange) will generally realize a capital gain (or incur a capital loss) in the year of disposition equal to the amount by which the proceeds of disposition in respect of such Equity Share exceed (or are exceeded by) the aggregate of the adjusted cost base of such Equity Share and any reasonable expenses associated with the disposition. The tax treatment of capital gains and capital losses is discussed below under “- Taxation of Capital Gains and Capital Losses”.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder must be included in computing the Resident Holder’s income for the taxation year in which the disposition occurs. Subject to and in accordance with the provisions of the Tax Act, one-half of any capital loss incurred by a Resident Holder (an “allowable capital loss”) may be used to offset taxable capital gains realized by the Resident Holder in the taxation year of disposition. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition may be applied to reduce net taxable capital gains realized by the Resident Holder in the three preceding taxation years or in any subsequent year in the circumstances and to the extent provided in the Tax Act.

The amount of any capital loss realized on the disposition of a BRND Class A Restricted Voting Share or Equity Share by a Resident Holder that is a corporation may, in certain circumstances, be reduced by the amount of dividends which have been previously received or deemed to have been received by the Resident Holder on such share. Similar rules may apply where a corporation is, directly or through a trust or partnership, a member of a partnership or a beneficiary of a trust that owns BRND Class A Restricted Voting Shares or Equity Shares.

A Resident Holder that is, throughout the relevant taxation year, a “Canadian-controlled private corporation” (as defined in the Tax Act) may be subject to pay a refundable tax on its “aggregate investment income”, which is defined in the Tax Act to include capital gains.

In general terms, a Holder who is an individual (other than certain trusts) that realizes a capital gain on the disposition or deemed disposition of BRND Class A Restricted Voting Shares or Equity Shares may be liable for alternative minimum tax under the Tax Act.

Conversions of Equity Shares

The conversion of shares of a class of Equity Shares into shares of a different class of Equity Shares will be deemed not to constitute a disposition of property for purposes of the Tax Act and, accordingly, will not give rise to a capital gain or capital loss. The cost to a Resident Holder of the Equity Shares received on such conversion will be deemed to be equal to the Resident Holder’s adjusted cost base of the converted shares immediately before the conversion. For the purpose of computing the adjusted cost base to a Resident Holder of each Equity Share of a particular class acquired on such conversion, the cost of such Equity Share must be averaged with the adjusted cost base to such Resident Holder of all other shares of that class (if any) held by the Resident Holder as capital property immediately prior to the conversion.

Taxation of Holders Not Resident in Canada

The following portion of this summary is applicable to a Holder who, for the purposes of the Tax Act and at all relevant times, is not resident nor deemed to be resident in Canada and does not use or hold, and is not deemed to use or hold, the BRND Class A Restricted Voting Shares or Equity Shares in connection with carrying on a business in Canada (a “Non-Resident Holder”). Special rules, which are not discussed in this summary, may apply to a non-resident that is an insurer carrying on business in Canada and elsewhere.

The Amendments

The tax consequences of the Amendments to a Non-Resident Holder are the same as those described above under “Taxation of Holders Resident in Canada – The Amendments”.

Redemptions of BRND Class A Restricted Voting Shares

Non-Resident Holders who elect to deposit their BRND Class A Restricted Voting Shares for redemption and whose BRND Class A Restricted Voting Shares are redeemed by the Corporation will be deemed to have received a dividend equal to the amount, if any, by which the aggregate BRND Class A Restricted Voting Share redemption price paid to such Non-Resident Holder exceeds the aggregate of the paid-up capital (as determined for purposes of the Tax Act) of such Non-Resident Holder’s BRND Class A Restricted Voting Shares that are redeemed by the Corporation. The tax treatment of dividends (which include deemed dividends) is discussed below under “-Dividends”.

The amount of any deemed dividend arising on the redemption by the Corporation of BRND Class A Restricted Voting Shares will not be included in computing the Non-Resident Holder’s proceeds of disposition for purposes of computing the capital gain (or capital loss) arising on the redemption of such BRND Class A Restricted Voting Shares. Non-Resident Holders will not be subject to tax on any capital gain or capital loss that arises with respect to the disposition of BRND Class A Restricted Voting Shares provided that such shares are not “taxable Canadian property” of the Non-Resident Holder. See “Disposition of Shares” below.

Dividends

Any dividends (including deemed dividends) on BRND Class A Restricted Voting Shares or Equity Shares paid or credited or deemed to be paid or credited to a Non-Resident Holder will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividends, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident. For example, where a Non-Resident Holder is a resident of the United States, is fully entitled to the benefits under the Canada-United States Income Tax Convention (1980), as amended, and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15% of the amount of such dividend.

Dispositions of Shares

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a BRND Class A Restricted Voting Share or an Equity Share unless the BRND Class A Restricted Voting Share or the Equity Share, as applicable, constitutes “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.

As long as the BRND Class A Restricted Voting Shares or Equity Shares, as applicable, are then listed on a designated stock exchange (which currently includes the NEO Exchange), the BRND Class A Restricted Voting Shares or Equity Shares, as applicable, generally will not constitute taxable Canadian property of a Non-Resident Holder, unless (a) at any time during the 60-month period immediately preceding the disposition or deemed disposition of the BRND Class A Restricted Voting Shares or Equity Shares, as applicable: (i) 25% or more of the issued shares of any class or series of the share capital of the Corporation was owned by, or belonged to, one or any combination of (x) the Non-Resident Holder, (y) persons with whom the Non-Resident Holder did not deal at arm’s length (within the meaning of the Tax Act) and (z) partnerships in which the Non-Resident Holder or a person referred to in (y) holds a membership interest directly or indirectly through one or more partnerships; and (ii) more than 50% of the fair market value of the BRND Class A Restricted Voting Shares or Equity Shares, as applicable, 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, or for civil law rights in, property described in any of (A) through (C) above, whether or not such property exists; or (b) the BRND Class A Restricted Voting Shares or Equity Shares, as applicable, are otherwise deemed under the Tax Act to be taxable Canadian property. A BRND Class A Restricted Voting Share or Equity Share may be deemed to be taxable Canadian property in certain circumstances where it was acquired in exchange for property that was itself taxable Canadian property.

If the BRND Class A Restricted Voting Shares or Equity Shares are taxable Canadian property to a Non-Resident Holder, any capital gain realized on the disposition or deemed disposition of such BRND Class A Restricted Voting Shares or Equity Shares (as the case may be) may not be subject to Canadian federal income tax pursuant to the terms of an applicable income tax treaty or convention between Canada and the country of residence of a Non-Resident Holder. Non-Resident Holders whose BRND Class A Restricted Voting Shares or Equity Shares are taxable Canadian property should consult their own tax advisors.

Conversions of Equity Shares

The tax consequences to a Non-Resident Holder of the conversion of shares of a class of Equity Shares into a different class of Equity Shares are the same as those described above under the heading “Taxation of Holders Resident in Canada – Conversions of Equity Shares”.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

RISKS ASSOCIATED WITH THE TRANSACTION

In evaluating the Transaction, BRND Shareholders should carefully consider the following risk factors relating to the Transaction. The following risk factors are not a definitive list of all risk factors associated with the Transaction. Additional risks and uncertainties, including those currently unknown or considered immaterial by the Corporation, may also adversely affect the business of BRND following the Transaction. In addition to the risk factors relating to the Transaction set out below, BRND Shareholders should also carefully consider the risk factors provided in the section entitled “Risk Factors” of the Information Statement attached as Appendix “D” to this Circular. If any of the risk factors materialize, the expectations, and the predictions based on them, may need to be re-evaluated. The risks associated with the Transaction include:

The Definitive Agreement may be terminated in certain circumstances.

Each of the Corporation and the sellers of GH Group have the right to terminate the Definitive Agreement to which they are a party, in certain circumstances. There is no certainty, nor can the Corporation provide any assurance, that the Definitive Agreement will not be terminated by either the Corporation or GH Group before the completion of the Transaction. Accordingly, there is no certainty, nor can the Corporation provide any assurance, that the Corporation will complete the acquisition of GH Group pursuant to the Transaction.

There can be no certainty that all conditions precedent to the Transaction will be satisfied in a timely manner or at all. Failure to complete the Transaction could adversely affect the business of the Corporation.

The completion of the Transaction is subject to a number of conditions precedent, certain of which are outside the control of the Corporation, including receipt of approval of the Transaction Resolution. There can be no certainty, nor can the Corporation provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If the Transaction is not completed, the market price of the currently trading BRND Class A Restricted Voting Shares and BRND Warrants may decline. If the Transaction is not completed and the BRND Board decides to seek another transaction, there can be no assurance that it will be able to find another attractive qualifying transaction.

If the Transaction is not completed, it is unlikely that BRND will be able to find another attractive qualifying transaction.

If the Transaction is not completed, the BRND Board and the Corporation’s management may seek out and consummate a transaction that constitutes the Corporation’s qualifying transaction under Part X of the NEO Exchange Manual within the 24-month period from the closing of the Corporation’s IPO with approval of only the holders of BRND Class A Restricted Voting Shares, by ordinary resolution, with approval of the board of directors of BRND, and with the consent of the NEO Exchange, if required. If the Transaction is not completed, any potential target business with which the Corporation enters into negotiations concerning its qualifying transaction will be aware that the Corporation must consummate our qualifying transaction within such a restricted time period. Consequently, such target businesses may obtain leverage over the Corporation in negotiating the qualifying transaction, knowing that if the Corporation does not complete its qualifying transaction with that particular target business, it may be unable to complete a qualifying transaction with any target business. This risk will increase as the Corporation gets closer to the timeframe described above. In addition, the Corporation may have limited time to conduct due diligence and may enter into its qualifying transaction on terms that it would have rejected upon a more comprehensive investigation.

The Corporation’s multi-class structure will have the effect of concentrating voting control and the ability to influence corporate matters with the GH Group Founders.

The Multiple Voting Shares will have 50 votes per share, whereas the Equity Shares are expected to have one vote per share (other than in respect of the election of directors of the Resulting Issuer, for which the Limited Voting Shares will not have any entitlement to vote). Following the Transaction until the expiry of the three-year sunset period, the GH Group Founders will hold approximately 81% of the voting power of the outstanding voting shares of the Corporation (and approximately 70% on a diluted basis (i.e., including the applicable Equity Shares issuable on exchange of the Exchangeable Shares but not including the exercise of any warrants of the Resulting Issuer)). Accordingly, each GH Group Founder would therefore have significant influence over the management and affairs of the Resulting Issuer and over all matters requiring shareholder approval, including the election of directors and significant corporate transactions. In addition, because of the 50-to-1 voting ratio between the Multiple Voting Shares and Equity Shares, the holders of Multiple Voting Shares will control a majority of the combined voting power of the Corporation’s voting shares even though the Multiple Voting Shares will represent a nominal economic interest in the Corporation. The concentrated voting control of the holders of Multiple Voting Shares will limit the ability of the holders of Equity Shares to influence corporate matters for the foreseeable future, including the election of directors as well as with respect to the Corporation’s decisions to amend its share capital, create and issue additional classes of shares, make significant acquisitions, sell significant assets or parts of its business, merge with other companies and/or undertake other significant transactions. As a result, while the transferability of the Multiple Voting Shares will be limited to controlled affiliates, holders of Multiple Voting Shares will have the ability to influence or control many matters affecting the Corporation and actions may be taken that the holders of Equity Shares may not view as beneficial. The market price of the Equity Shares could be adversely affected due to the significant influence and voting power of the holders of Multiple Voting Shares. Additionally, the significant voting interest of the holders of Multiple Voting Shares could discourage transactions involving a change of control, including transactions in which an investor, as a holder of the Equity Shares, might otherwise receive a premium for the Equity Shares over the then-current market price, or discourage competing proposals if a going private transaction is proposed by one or more holders of Multiple Voting Shares. See “Description of the Securities – Equity Shares and Multiple Voting Shares” in the Information Statement attached as Appendix “D” to this Circular.

BRND will incur costs even if the Transaction is not completed.

Subject to certain exceptions, all out-of-pocket third-party transaction expenses incurred in connection with the Transaction, including all costs, expenses and fees incurred prior to or after the Effective Date in connection with, or incidental to, the Transaction, shall be paid by the party incurring such expenses, whether or not the Transaction is consummated.

The unaudited pro forma financial information included in the Information Statement attached as Appendix “D” to this Circular may not be indicative of what the actual financial position or results of operations would have been. The unaudited pro forma financial information incorporated herein is presented for illustrative purposes only and is not necessarily indicative of what the actual financial position or results of operations would have been had the Transaction been completed on the dates indicated.

Certain persons may have interests in the Transaction that are different from those of the BRND Shareholders.

In considering the recommendation of the BRND Board to vote in favour of the Transaction Resolution, BRND Shareholders should be aware that certain persons may have interests in the Transaction that differ from, or are in addition to, those of BRND Shareholders generally.

The BRND Founders hold 10,198,751 BRND Class B Shares which represents 100% of the issued and outstanding BRND Class B Shares and a 20% voting interest in respect to the Transaction Resolution on the Record Date. Given the transfer restrictions placed on the BRND Class B Shares held by BRND Founders until the completion of the Corporation’s qualifying transaction and the lack of redemption rights attached to the BRND Class B Shares, BRND Founders may be incentivized to support and vote for a transaction even if not the most commercially beneficial to the Corporation. For the foregoing reasons, BRND Founders may significantly influence the vote on the Transaction, which it may be inclined to do given the difference in economic interests of the BRND Founders as compared to the holders of BRND Class A Restricted Voting Shares. However, 50% of the ultimate number of Equity Shares to be issued to the BRND Founders on closing of the Transaction in exchange for the BRND Class B Shares that were issued to them for nominal consideration in connection with BRND’s initial public offering shall be subject to forfeiture in connection with (i) the volume weighted average price of the Equity Shares for the two (2) years following closing of the Transaction, and (ii) the Corporation’s cash amount at closing of the Transaction plus any net proceeds from equity or equity-linked financings (e.g., issuance of convertible debt, sale of common or preferred stock, etc.) closed within one (1) year following the closing of the Transaction, in each case pursuant to a defined formula set out in the Definitive Agreement (see “Corporate Structure – Definitive GH Group Agreement” in the Information Statement attached at Appendix “D” to this Circular).

See “The Transaction — Interests of Certain Persons in the Transaction”.

It is anticipated that the Corporation will be treated as a U.S. domestic corporation for U.S. federal income tax purposes as well as a Canadian tax resident for Canadian income tax purposes and will accordingly be subject to both U.S. and Canadian income tax

It is anticipated that the Corporation will be treated as a U.S. domestic corporation for U.S. federal income tax purposes under Code Section 7874. As a result, it is anticipated that the Corporation will be subject to U.S. income tax on its worldwide income and that this treatment will continue indefinitely. In addition, regardless of any application of Code Section 7874, the Corporation will be treated as a Canadian tax resident for Canadian income tax purposes and therefore will be subject to Canadian income tax on its worldwide income. Consequently, it is anticipated that the Corporation will be subject to both U.S. and Canadian income tax, which could have a material adverse effect on its financial condition and results of operations.

Risks relating to the Corporation, GH Group, SoCal Greenhouse and Element 7.

For a discussion of risks faced in respect of the GH Group, SoCal Greenhouse and Element 7 transactions and, upon completion of the Transaction, the risks to be faced by the Corporation and to its affairs, business and operations and future prospects, please refer to the section entitled “Risk Factors” of the Information Statement attached as Appendix “D” to this Circular.

INFORMATION CONCERNING BRND AND GH GROUP

Please refer to the sections entitled “Corporate Structure – Mercer Park Brand Acquisition Corp.”, “The Business of GH Group”, “SoCal Greenhouse Acquisition” and “Element 7” of the Information Statement attached as Appendix “D” to this Circular for information concerning BRND, GH Group, SoCal Greenhouse and Element 7.

CONTRACTUAL RIGHTS OF RESCISSION AND DAMAGES

Original purchasers of BRND Class A Restricted Voting Shares from the underwriters in BRND’s IPO who continue to hold BRND Class A Restricted Voting Shares up to the Redemption Deposit Date will have a contractual right of action for rescission or damages against BRND (as well as a contractual right of action for damages alone against: (a) the BRND directors, and (b) every person or company who signs BRND’s non-offering prospectus (the “Prospectus”), which, for greater certainty, includes Mercer Park, Brand, L.P. as promoter of BRND (collectively, the “signatories”)).

In the event that BRND’s qualifying transaction is completed and if the Prospectus or any amendment thereto contains a misrepresentation (as defined in the Securities Act), provided that such claims for rescission or damages are commenced by the purchaser not later than: (a) in the case of an action for rescission, 180 days after the Redemption Deposit Date, or (b) in the case of an action for damages, the earlier of: (i) 180 days after the plaintiff first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the Redemption Deposit Date, a purchaser who purchased BRND Class A Restricted Voting Shares from BRND in its IPO shall, in respect of its BRND Class A Restricted Voting Shares, as converted to Equity Shares, be entitled to, in addition to any other remedy available at the time to such holder, (i) as against BRND, in the case of rescission, the amount paid for such BRND Class A Restricted Voting Shares, as applicable, upon surrender of such securities, and (ii) as against BRND, the BRND directors and the signatories, in the case of a damages election, their proven damages.

In addition, the following additional provisions apply to actions against the BRND directors or the signatories:

(a)

each has a due diligence defence and the other defences and rights contemplated in section 130 of the Securities Act and at law; and

(b)

each is entitled to be indemnified by BRND and GH Group to the maximum extent permitted by law.

This contractual right of action for rescission or damages will, subject to the foregoing, be consistent with the statutory right of rescission or damages described under section 130 of the Securities Act. In no case shall the amount recoverable exceed the original purchase price of the BRND Class A Restricted Voting Units issued pursuant to BRND’s IPO. In addition, for non-residents of Canada, the contractual right shall be subject to the same interpretational or constitutional defences, if any, as would apply to a claim against a resident Canadian issuer under section 130 of the Securities Act, and, as a result, the argument that non-residents are not entitled to take advantage of the contractual right shall not be precluded.

OTHER BUSINESS

Management of the Corporation knows of no other matters to come before the Shareholders’ Meeting other than those referred to in the Notice of Meetings accompanying this Circular. However, if any other matters properly come before the Shareholders’ Meeting, it is the intention of the persons named in the form of proxy accompanying this Circular to vote on the same in accordance with their best judgment of such matters.

DOCUMENTS INCORPORATED BY REFERENCE

Any amendment to the attached Information Statement that, prior to the Redemption Deposit Date, is filed with the OSC and other securities regulatory authorities in Canada, shall be deemed to be incorporated by reference in this Circular. Copies of any such amendment may be obtained on request without charge from Mercer Park via its investor relations team at ir_brnd@mercerparklp.com or by accessing the disclosure documents available through the internet on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Any statement contained in this Circular or the Information Statement attached as Appendix “D” to this Circular, or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded, for purposes of this Circular and the attached Information Statement, to the extent that a statement contained in this Circular or the attached Information Statement or in any subsequently filed amendment to the attached Information Statement (or part thereof) that also is, or is deemed to be, attached to or incorporated by reference in this Circular modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Circular or the attached Information Statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial information is provided in the Corporation’s comparative financial statements and management discussion and analysis (“MD&A”) for its most recently completed fiscal year. To request copies of the Corporation’s financial statements and MD&A, please contact the Corporation via email at ir_brnd@mercerparklp.com.

SECURITIES LAW EXEMPTIONS

The Corporation has applied for exemptive relief from the Canadian securities regulatory authorities such that, inter alia, upon closing of the Transaction, each class of Equity Shares may be aggregated for the purposes of certain securities law reporting thresholds, including in respect of certain take-over bid and issuer bid rules and the early warning requirements under National Instrument 62-104 – Take-Over Bid and Issuer Bids.

BRND has applied for exemptive relief from the applicable Canadian securities regulatory authorities from the requirement in sections 3.2 and 3.3 of National Instrument 52-107 – Acceptable Accounting Principles and Auditing Standards that the financial statements (other than those of BRND) included in this Circular be prepared in accordance with International Financial Reporting Standards and audited as required in accordance with Canadian generally accepted auditing standards, respectively (the “Accounting Standards Relief”). The Accounting Standards Relief is expected to allow this Circular and the Prospectus to include financial statements prepared in accordance with U.S. generally accepted accounting principles and audited in accordance with the standards of the U.S. Public Company Accounting Oversight Board.

The contents and sending of this Circular have been approved by the BRND Board.

DATED: In Toronto, Ontario this 12^th day of May, 2021.

MERCER PARK BRAND ACQUISITION CORP.

“Jonathan Sandelman”

Chairman of the Board of Directors

APPENDIX “A”

TRANSACTION RESOLUTION

(See attached)

A - 1

TRANSACTION RESOLUTION

MERCER PARK BRAND ACQUISITION CORP.

(the “Corporation”)

RESOLVED AS SPECIAL RESOLUTIONS THAT:

GH Group, SoCal Greenhouse and Element 7

The transactions (the “Transaction”) involving the Corporation, GH Group, SoCal Greenhouse and Element 7 (each as defined in the Circular), all as more particularly described and set forth in the management information circular (the “Circular”) of the Corporation dated May 4, 2021 (as the Transaction may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.

The Definitive Agreement (as defined in the Circular) (as it may be, or may have been, modified or amended in accordance with its terms) is hereby ratified, approved and certified and all related transactions contemplated therein, the actions of the directors of the Corporation in approving executing and delivering the Definitive Agreement, and any amendments, modifications or supplements thereto, are ratified, approved and certified.

The directors of the Corporation are authorized and empowered to, without notice to or approval of the shareholders of the Corporation: (a) amend, modify or supplement the Definitive Agreement to the extent permitted by the Definitive Agreement; and (b) subject to the terms of the Definitive Agreement, not to proceed with the Transaction and related transactions.

First Amendment of Notice of Articles and Articles (the “First Amendment”)

The authorized share structure of the Corporation is authorized to be altered by:

(a)

creating (i) an unlimited number of restricted voting shares of the Corporation (“Restricted Voting Shares”), (ii) an unlimited number of limited voting shares of the Corporation (“Limited Voting Shares”, and collectively with the Subordinate Voting Shares (as defined below) and Restricted Voting Shares, the “Equity Shares”), and (iii) an unlimited number of preferred shares (“Preferred Shares”), issuable in series, each without par value; and

(b)

changing the designation of the subordinating voting shares of the Corporation as set out in the notice of articles of the Corporation (the “Notice of Articles”) to subordinate voting shares.

There be created and attached to the Restricted Voting Shares, the Limited Voting Shares and the Preferred Shares the special rights and restrictions to be set out in Parts 27.3, 27.4 and 31 of the articles of the Corporation (the “Articles”) attached as Schedule “A” hereto.

The special rights and restrictions attached to the existing classes of (i) subordinate voting shares of the Corporation (“Subordinate Voting Shares”), (ii) multiple voting shares of the Corporation (“Multiple Voting Shares”), (iii) Class A restricted voting shares of the Corporation (“BRND Class A Restricted Voting Shares”) and (iv) Class B shares of the Corporation (“BRND Class B Shares”), be deleted and replaced with the special rights and restrictions set out in Parts 27.1 and 27.2 of the Articles attached as Schedule “A” hereto.

The Articles of the Corporation be altered by deleting Parts 27 and 29-31 in their entirety and replacing them with Parts 27 and 29-32 in the form attached hereto as Schedule “A”.

The Notice of Articles of the Corporation be altered to reflect the above alterations and the directors of the Corporation are authorized to instruct its agents to file a Notice of Alteration to the Notice of Articles reflecting the above alterations.

A - 2

Pursuant to section 259(4) of the Business Corporations Act (British Columbia) (the “Act”), the above alterations shall not take effect until the Notice of Articles of the Corporation is altered to reflect the alterations to the Articles.

Second Amendment of Notice of Articles and Articles (the “Second Amendment”)

10.

Following the redemption of the applicable BRND Class A Restricted Voting Shares and the conversion of all of the non-redeemed BRND Class A Restricted Voting Shares and BRND Class B Shares into Equity Shares, the authorized share structure of the Corporation be altered by eliminating the BRND Class A Restricted Voting Shares and BRND Class B Shares once there are no longer any BRND Class A Restricted Voting Shares or BRND Class B Shares outstanding.

11.

The Articles of the Corporation be replaced in their entirety with amended and restated articles substantially in the form set out as Schedule “B” hereto (the “Amended and Restated Articles”), with such amendments as any one director or officer of the Corporation may approve, and all amendments to the aforesaid Amended and Restated Articles, as amended, reflected therein are approved.

12.

13.

14.

Macias, Gini and O’Connell LLP shall be the auditors following the Second Amendment, and the board of directors of the Corporation shall be authorized to fix the remuneration thereof.

15.

The directors of the Corporation are authorized, in their discretion, by resolution, to abandon the above amendments without further approval, ratification or confirmation by the shareholders of the Corporation.

Private Placement

16.

The private placement of up to 8,500,000 Equity Shares at a price of $10.00 per share (the “Private Placement”), as more particularly described in the Circular, is hereby authorized, approved and adopted.

17.

The directors of the Corporation are authorized, in their discretion, by resolution, to abandon the Private Placement without further approval, ratification or confirmation by the shareholders of the Corporation.

General

18.

Any one or more of the directors or officers of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such other acts and things, as may in the opinion of such director or officer of the Corporation be necessary or desirable to carry out the intent of the foregoing resolution (including, without limitation, the execution and filing of the aforementioned Notices of Alteration to the Notice of Articles, applications and of certificates or other assurances that the First Amendment or the Second Amendment will not adversely affect creditors or shareholders of the Corporation), the execution of any such document or the doing of any such other act or thing by any director or officer of the Corporation being conclusive evidence of such determination.

A - 3

SCHEDULE “A”

PARTS 27 AND 29-32 OF ARTICLES

(See attached)

SPECIAL RIGHTS AND RESTRICTIONS – SUBORDINATE, RESTRICTED AND LIMITED VOTING SHARES AND MULTIPLE VOTING SHARES

27.1

Subordinate Voting Shares

(1)

For the purposes of this Article 27.1, the following terms will have the meanings specified below:

“Change of Control Transaction” means an amalgamation, arrangement, recapitalization, business combination or similar transaction of the Company, other than an amalgamation, arrangement, recapitalization, business combination or similar transaction that would result in (i) the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the continuing entity or its direct or indirect parent) more than 50% of the total voting power of the voting securities of the Company, the continuing entity or its direct or indirect parent, and more than 50% of the total number of outstanding shares of the Company, the continuing entity or its direct or indirect parent, in each case as outstanding immediately after such transaction, and (ii) the shareholders of the Company immediately prior to the transaction owning voting securities of the Company, the continuing entity or its direct or indirect parent immediately following the transaction in substantially the same proportions (vis-a-vis each other) as such shareholders owned the voting securities of the Company immediately prior to the transaction (provided that in neither event shall the exercise of any exchangeable shares of a subsidiary of the Company that are exchangeable into shares of the Company be taken into account in such determination);

“Equity Shares” means, collectively, the subordinate, restricted and limited voting shares of the Company and “Equity Share” shall mean any of them;

“held of record” has the meaning set forth in Rule 12g5-1 of the Securities Exchange Act of 1934, as amended;

“Limited Voting Shares” means the limited voting shares in the capital of the Company;

“Non-U.S. Person” means any Person or entity that is not a U.S. Person;

“Preferred Shares” means the preferred shares in the capital of the Company;

“Restricted Voting Shares” means the restricted voting shares in the capital of the Company;

“Specified Exceptions” has the meaning ascribed thereto in Article 27.1(2)(g)(3); and

“U.S. Person” means a resident of the United States of America (including its territories and possessions).

(2)

An unlimited number of Subordinate Voting Shares, without nominal or par value, are authorized for issuance, having attached thereto the special rights and restrictions as set forth below:

(a)

Voting Rights.

Holders of Subordinate Voting Shares shall be entitled to notice of and to attend (if applicable, virtually) any meeting of the shareholders of the Company. Holders of Subordinate Voting Shares shall be entitled to vote at any meeting of the shareholders of the Company, and at each such meeting, shall be entitled to one (1) vote in respect of each Subordinate Voting Share held, except for a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote.

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Except as otherwise provided in these Articles (including without limitation the restrictions on voting rights for directors in the case of the Limited Voting Shares) or except as provided in the Business Corporations Act, Subordinate Voting Shares, Restricted Voting Shares and Limited Voting Shares are equal in all respects and shall vote together, and with the Multiple Voting Shares, as if they were shares of a single class. In connection with any Change of Control Transaction requiring approval of the holders of all classes of Equity Shares under the Business Corporations Act, holders of all Equity Shares shall be treated equally and identically, on a per share basis, unless different treatment of the shares of each such class is approved by a majority of the votes cast by the holders of outstanding Subordinate Voting Shares in respect of a resolution approving such Change of Control Transaction, voting separately as a class at a meeting of the holders of that class called and held for such purpose.

Notwithstanding the provisions of the second paragraph of this Article 27.1(2)(a), the holders of Subordinate Voting Shares shall be entitled to vote as a separate class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment of the Articles (other than in respect of the creation of a series of Preferred Shares) which would: (i) adversely affect the rights of the holders of the Subordinate Voting Shares; (ii) affect the holders of any class of Equity Shares differently on a per share basis from any other class of Equity Shares; or (iii) except as already set forth in the Articles, create any class or series of shares ranking equal to or senior to the applicable outstanding class of Equity Shares; and in each case such alteration, repeal or amendment shall not be effective unless a resolution in respect thereof is approved by a majority of the votes cast by holders of outstanding Subordinate Voting Shares.

(b)

Constraints on Ownership.

Subject to the Specified Exceptions, the Subordinate Voting Shares may only be held of record by Non-U.S. Persons.

(c)

Dividends.

Holders of Subordinate Voting Shares shall be entitled to receive, as and when declared by the board of directors, dividends in cash or property of the Company. No dividend will be declared or paid on any other class of Equity Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on a per share basis) on the Subordinate Voting Shares. The Subordinate Voting Shares shall rank equally with the other Equity Shares as to dividends on a share-for-share basis, without preference or distinction. In the event of the payment of a dividend in the form of shares, holders of Subordinate Voting Shares shall receive Subordinate Voting Shares, unless otherwise determined by the board of directors, provided an equal number of shares is declared as a dividend or distribution on a then outstanding per-Equity Share basis, without preference or distinction, in each case.

(d)

Liquidation, Dissolution or Winding-Up.

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of Subordinate Voting Shares shall, subject to the prior rights of the holders of any shares of the Company ranking in priority to the Subordinate Voting Shares (including any liquidation preference on any issued and outstanding Multiple Voting Shares and/or Preferred Shares), be entitled to participate ratably in the remaining property of the Company along with all holders of the other classes of Equity Shares (on a per share basis).

(e)

Rights to Subscribe; Pre-Emptive Rights.

The holders of Subordinate Voting 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 other securities of the Company now or in the future.

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(f)

Subdivision or Consolidation.

No subdivision or consolidation of the Subordinate Voting Shares shall occur unless, simultaneously, the other classes of Equity Shares are subdivided or consolidated or otherwise adjusted so as to maintain and preserve the relative rights of the holders of the shares of each of the said classes. Subject to Article 27.1(2)(g), the Subordinate Voting Shares cannot be converted into any other class of shares.

(g)

Conversion of Subordinate Voting Shares.

(1)

Automatic

Subject to the Specified Exceptions, each issued and outstanding Subordinate Voting Share shall be automatically converted into one Restricted Voting Share, without any further act on the part of the Company or of the holder, if such Subordinate Voting Share becomes held of record by a U.S. Person.

(2)

Upon an Offer

(i)

For the purposes of this Article 27.1(2)(g)(2):

“Affiliate” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions as, from time to time, amended, re-enacted or replaced;

“Associate” has the meaning assigned by the Securities Act (Ontario) as, from time to time, amended, re-enacted or replaced;

“Conversion Period” means the period of time commencing on the eighth day after the Offer Date and terminating on the Expiry Date;

“Converted Shares” means Subject Equity Shares resulting from the conversion of Subordinate Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);

“Exclusionary Offer” means an offer to purchase Subject Equity Shares that:

(i)

is a General Offer; and

(ii)

is not made concurrently with an offer to purchase Subordinate Voting Shares that is identical to the offer to purchase the Subject Equity Shares in terms of price per share and percentage of outstanding shares to be taken up exclusive of shares owned immediately prior to the offer by the Offeror, and in all other material respects, and that has no condition attached other than the right not to take up and pay for shares tendered if no shares are purchased pursuant to the offer for Subject Equity Shares;

and for the purposes of this definition, if an offer to purchase Subject Equity Shares is a General Offer but not an Exclusionary Offer, the varying of any term of such offer shall be deemed to constitute the making of a new offer unless a variation identical in all material respects concurrently is made to the corresponding offer to purchase Subordinate Voting Shares;

“Expiry Date” means the last date on which holders of the Subject Equity Shares may accept an Exclusionary Offer;

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“General Offer” means an offer to purchase Subject Equity Shares that must, by reason of applicable securities legislation or the requirements of any stock exchange on which the Subject Equity Shares are listed, be made to all or substantially all holders of Subject Equity Shares who are in a province of Canada to which any such legislation or requirement applies (assuming that the offeree was resident in Ontario);

“Offer Date” means the date on which an Exclusionary Offer is made;

“Offeror” means a Person that makes an offer to purchase the Subject Equity Shares (the “bidder”), and includes any Associate or Affiliate of the bidder or any Person that is disclosed in the offering document to be acting jointly or in concert with the bidder,

“Person” has the meaning assigned by the Securities Act (Ontario) as, from time to time, amended, re-enacted or replaced and includes a company or other body corporate wherever or however incorporated;

“Subject Equity Shares” means any one or more classes of Equity Shares that are subject to an Exclusionary Offer, other than Subordinate Voting Shares; and

“Transfer Agent” means the transfer agent of the Company at the relevant time for any of the Subject Equity Shares (and if there is no such transfer agent,

“Transfer Agent” means the Company);

(ii)

subject to subparagraph (v), if an Exclusionary Offer is made, each outstanding Subordinate Voting Share shall, at the option of each holder of Subordinate Voting Shares during the Conversion Period, be convertible on a one-for-one basis into the class of Equity Shares that are subject to such Exclusionary Offer (and if more than one class of Equity Shares are subject to such Exclusionary Offer, or different Exclusionary Offers are made for separate classes of Subject Equity Shares, on a one-for-one basis into any class of Equity Shares that are subject to any such Exclusionary Offer, at the holder’s election, or failing such election, into any class of Equity Shares that are subject to any such Exclusionary Offer at the board of directors’ discretion). The conversion right may be exercised by notice in writing given to the Transfer Agent prior to the Expiry Date accompanied by the share certificate(s) representing the Subordinate Voting Shares which the holder desires to convert, together with any letter of transmittal or other documentation, including any medallion signature guarantee, as may be required by the Transfer Agent or pursuant to the Exclusionary Offer, in either case in duly executed or completed form, and such notice shall be executed by such holder, or by his attorney duly authorized in writing, and shall specify the number of Subordinate Voting Shares which the holder desires to have converted and the class of Equity Shares which are desired to be converted into. The Company shall pay any governmental stamp, transfer or similar tax (but for greater certainty, no income or capital gains tax) imposed on or in respect of such conversion. If less than all of the Subordinate Voting Shares represented by any share certificate are to be converted, the holder shall be entitled to receive a new share certificate representing in the aggregate the number of Subordinate Voting Shares represented by the original share certificate, which are not to be converted. Upon any conversion of any shares of any class into shares of another class, the Company shall adjust the capital accounts maintained for the respective classes of shares as provided in the Business Corporations Act. The conversion right may only be exercised in respect of Subordinate Voting Shares for the purpose of depositing the resulting Subject Equity Shares pursuant to such offer and for no other reason;

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(iii)

an election by a holder of Subordinate Voting Shares to exercise the conversion right provided for in subparagraph (ii) shall be deemed to also constitute irrevocable elections by such holder (a) to deposit the Converted Shares pursuant to the Exclusionary Offer (subject to such holder’s right to subsequently withdraw the shares from the offer), and (b) to exercise the right to convert back into Subordinate Voting Shares all Converted Shares (on a one-for-one basis) in respect of which such holder exercises his, her or its right of withdrawal from the Exclusionary Offer or which are not otherwise ultimately taken up under the Exclusionary Offer. Any conversion of Converted Shares back into Subordinate Voting Shares in respect of which the holder exercises his, her or its right of withdrawal from the Exclusionary Offer shall become effective at the time such right of withdrawal is exercised. If the right of withdrawal is not exercised, any conversion of Converted Shares back into Subordinate Voting Shares pursuant to a deemed election shall become effective:

(A)

for Converted Shares not taken up in accordance with the terms of an Exclusionary Offer which is nonetheless completed, on the day that the Offeror has taken up and paid for all shares to be acquired by the Offeror under the Exclusionary Offer; and

(B)

in respect of an Exclusionary Offer which is abandoned or withdrawn, at the time at which the Exclusionary Offer is abandoned or withdrawn;

(iv)

no share certificates representing Converted Shares shall be delivered to the holders of such shares before such shares are deposited pursuant to the Exclusionary Offer. The Transfer Agent, on behalf of the holders of the Converted Shares, shall deposit pursuant to the Exclusionary Offer the certificates representing all Subordinate Voting Shares for which the certificates, notices and other documents have been duly delivered to the Transfer Agent pursuant to subparagraph (ii) and shall advise the Offeror of the extent that such certificates so deposited represent Subject Equity Shares of the Company. Upon completion of the Exclusionary Offer, the Transfer Agent shall deliver to the holders of the shares purchased pursuant to the Exclusionary Offer all consideration paid by the Offeror pursuant to the Exclusionary Offer. If Converted Shares are converted back into Subordinate Voting Shares pursuant to subparagraph (iii), the Transfer Agent shall deliver to the holders entitled thereto share certificates representing the Subordinate Voting Shares resulting from the conversion. Provided however that if no Subordinate Voting Shares of a shareholder were acquired by the Offeror pursuant to the Exclusionary Offer, the Transfer Agent shall return the original share certificate (if not duly endorsed for transfer to a named transferee) evidencing such Subordinate Voting Shares tendered pursuant to subparagraph (ii) in satisfaction of its obligations under this subparagraph (iv). The Company shall make all arrangements with the Transfer Agent necessary or desirable to give effect to this subparagraph (iv);

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(v)

subject to subparagraph (vi), the conversion right provided for in subparagraph (ii) shall not come into effect with respect to a class of Subject Equity Shares if:

(A)

prior to the time at which the Exclusionary Offer is made there is or has been delivered to the Transfer Agent and to the corporate secretary of the Company a certification or certifications signed by or on behalf of one or more shareholders of the Company owning in the aggregate, as at the time the Exclusionary Offer is made, more than 50% of the then outstanding Subject Equity Shares of each class (exclusive of shares owned immediately prior to the Exclusionary Offer by the Offeror), which certification or certifications shall confirm, in the case of each such shareholder that made such certification, that such shareholder shall not:

(i)

accept any Exclusionary Offer without giving the Transfer Agent and the corporate secretary of the Company written notice of such acceptance or intended acceptance at least 7 days prior to the Expiry Date;

(ii)

make any Exclusionary Offer;

(iii)

act jointly or in concert with any Person that makes any Exclusionary Offer; or

(iv)

transfer any Subject Equity Shares, directly or indirectly, during the time any Exclusionary Offer is outstanding without giving the Transfer Agent and the corporate secretary of the Company written notice of such transfer or intended transfer at least seven (7) days prior to the Expiry Date, which notice shall state, if known to the transferor, the names of the transferees and the number of Subject Equity Shares transferred or to be transferred to each transferee; or

(B)

within seven (7) days after the Offer Date there is delivered to the Transfer Agent and to the corporate secretary of the Company a certification or certifications signed by or on behalf of one or more shareholders of the Company owning in the aggregate more than 50% of the then outstanding Subject Equity Shares of such class (exclusive of shares owned immediately prior to the Exclusionary Offer by the Offeror), which certification or certifications shall confirm, in the case of each shareholder who made such certification:

(i)

the number of Subject Equity Shares owned by the shareholder;

(ii)

that such shareholder is not making the Exclusionary Offer and is not an Associate or Affiliate of, or acting jointly or in concert with, the Person making such offer;

(iii)

that such shareholder shall not accept the Exclusionary Offer, including any varied form of the offer, without giving the Transfer Agent and the corporate secretary of the Company written notice of such acceptance or intended acceptance at least seven (7) days prior to the Expiry Date; and

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(iv)

that such shareholder shall not transfer any Subject Equity Shares, directly or indirectly, prior to the Expiry Date without giving the Transfer Agent and the corporate secretary of the Company written notice of such transfer or intended transfer at least seven (7) days prior to the Expiry Date, which notice shall state, if known to the transferor, the names of the transferees and the number of Subject Equity Shares transferred or to be transferred to each transferee if this information is known to the transferor;

(vi)

if a notice (the “Notice”) referred to in sub-clause (v)(A)(i), (v)(A)(iv), (v)(B)(iii) or (v)(B)(iv) is given to the Transfer Agent and to the corporate secretary of the Company and the conversion right provided for in subparagraph (ii) has not, because of the giving of such Notice, come into effect, the Company shall, either forthwith upon receipt of the Notice or forthwith after the seventh (7th) day following the Offer Date, whichever is later, make a good faith determination as to whether there are subsisting certifications that comply with either clause (v)(A) or (v)(B) from shareholders of the Company who own in the aggregate more than 50% of the then outstanding Subject Equity Shares, exclusive of shares owned immediately prior to the Exclusionary Offer by the Offeror. If the Company determines that there are not such subsisting certifications, subparagraph (v) shall cease to apply and the conversion right provided for in subparagraph (ii) shall be in effect for the remainder of the Conversion Period;

(vii)

as soon as reasonably possible after the seventh (7th) day after the Offer Date, the Company shall send to each holder of Subordinate Voting Shares a written notice advising the holders as to whether they are entitled to convert their Subordinate Voting Shares into Subject Equity Shares and the reasons therefor. If such notice discloses that they are not so entitled, but it is subsequently determined that they are so entitled by virtue of subparagraph (vi) or otherwise, the Company shall forthwith send another notice to them advising them of that fact and the reasons therefor;

(viii)

if a notice referred to in subparagraph (vii) discloses that the conversion right set forth in subparagraph (ii) has come into effect, the notice shall:

(i)

include a description of the procedure to be followed to effect the conversion and to have the Converted Shares tendered under the Exclusionary Offer;

(ii)

include the information set out in subparagraph (vii) hereof; and

(iii)

be accompanied by a copy of the Exclusionary Offer and all other materials sent to any holders of Subject Equity Shares in respect of such offer; and as soon as reasonably possible after any additional material, including any notice of variation, is sent to any holders of Subject Equity Shares in respect of such offer, the Company shall send a copy of such additional materials to each holder of Subordinate Voting Shares;

(ix)

prior to or forthwith after sending any notice referred to in subparagraph (vii), the Company shall cause a news release to be issued to a Canadian national news service, describing the contents of the notice; and

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(x)

references to share certificates shall include, as applicable, the equivalent in any non-certificated inventory system (such as, for example, a Direct Registration System or electronic position), with appropriate changes.

(3)

Specified Exceptions

The following circumstances will be disregarded in determining whether Equity Shares are held of record by a U.S. Person or by a Non-U.S. Person (collectively, the “Specified Exceptions”):

(i)

where Equity Shares are held of record by one or more underwriters solely for the purposes of a distribution to the public, that fact will be disregarded; and

(ii)

where Equity Shares are held of record a Person acting solely in the capacity of an intermediary in connection with either the payment of funds and/or the delivery of securities and that provides centralized facilities for the deposit, clearing or settlement of trades in securities (including CDS Clearing and Depositary Services Inc., or any successor or assign) without general discretionary authority over the voting or disposition of such Equity Shares, that fact will be disregarded.

(h)

Renaming as Common Shares.

At the effective time that no Multiple Voting Shares remain issued and outstanding, the Subordinate Voting Shares may in the discretion of the board of directors henceforward be named “Common Shares”, and in such case all references in these Articles to “Subordinate Voting Share(s)” shall thereinafter refer to “Common Share(s)”.

27.2

Multiple Voting Shares

(1)

For the purposes of this Article 27.2, the following terms will have the meanings specified below:

“held of record” has the meaning set forth in Rule 12g5-1 of the Securities Exchange Act of 1934, as amended;

“Limited Voting Shares” means the limited voting shares in the capital of the Company;

“Non-U.S. Person” means any Person or entity that is not a U.S. Person;

“Permitted Holder” has the meaning assigned in Article 27.2(2)(h);

“Restricted Voting Shares” means the restricted voting shares in the capital of the Company; and

“U.S. Person” means a resident of the United States of America (including its territories and possessions).

(2)

An unlimited number of Multiple Voting Shares, without nominal or par value, are authorized for issuance, having attached thereto the special rights and restrictions as set forth below:

(a)

Voting Rights.

Holders of Multiple Voting Shares shall be entitled to notice of and to attend (if applicable, virtually) any meeting of the shareholders of the Company. Holders of Multiple Voting Shares shall be entitled to vote at any meeting of the shareholders of the Company, and at each such meeting, shall be entitled to fifty (50) votes in respect of each Multiple Voting Share held, except for a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote.

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(b)

Constraints on Ownership.

The Multiple Voting Shares may be held of record by U.S. Persons and/or Non-U.S. Persons.

(c)

No Dividends.

Holders of Multiple Voting Shares shall not be entitled to receive dividends.

(d)

Liquidation, Dissolution or Winding-Up.

(e)

Rights to Subscribe; Pre-Emptive Rights.

The holders of Multiple Voting 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 other securities of the Company now or in the future.

(f)

Redemption.

All issued and outstanding Multiple Voting Shares will be automatically redeemed by the Company for U.S. $0.001 per Multiple Voting Share (rounded down to the nearest cent taking into account all Multiple Voting Shares being redeemed by the Company from the applicable holder at the relevant time) on the third (3rd) anniversary of their first date of issuance. In addition, the applicable Multiple Voting Shares will be automatically redeemed by the Company for U.S. $0.001 per Multiple Voting Share (rounded down to the nearest cent taking into account all Multiple Voting Shares being redeemed by the Company from the applicable holder at the relevant time) on the date on which such Multiple Voting Shares are held or controlled by a person who is not a Permitted Holder of the original holder upon the first issuance thereof.

Before redeeming any Multiple Voting Shares the Company shall mail to each person who, at the date of such mailing, is a registered holder of the shares to be redeemed, notice of the intention of the Company to redeem such shares held by such registered holder; such notice shall be mailed by ordinary prepaid post addressed to the last address of such holder as it appears on the records of the Company or, in the event of the address of any such holder not appearing on the records of the Company, then to the last known address of such holder, at least 10 days before the date specified for redemption; such notice shall set out the date on which redemption is to take place; on or after the date so specified for redemption the Company shall pay or cause to be paid the redemption price to the registered holder of the shares to be redeemed, on presentation and surrender of the certificates for the shares so called for redemption at such place or places as may be specified in such notice, and the certificates for such shares shall thereupon be cancelled, and the shares represented thereby shall thereupon be redeemed. From and after the date specified for redemption in such notice, the holder of the shares called for redemption shall not be entitled to any rights in respect thereof, except to receive the redemption price therefor. On or before the date specified for redemption the Company shall have the right to set aside the redemption price of the shares called for redemption, such redemption price to be paid to or to the order of the holder of such shares called for redemption upon presentation and surrender of the certificates representing the same and, upon such deposit being made, the applicable shares shall be redeemed and the rights of the holder thereof shall be limited to receiving, out of the moneys so set aside, without interest, the redemption price against presentation and surrender of the certificates representing such shares.

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(g)

Rights of Retraction.

A holder of Multiple Voting Shares shall be entitled to require the Company to redeem at any time and from time to time after the date of issue of such shares, upon giving notice as hereinafter provided, all or any number of the Multiple Voting Shares registered in the name of such holder on the books of the Company at a price of U.S. $0.001 per share (rounded down to the nearest cent taking into account all Multiple Voting Shares being redeemed from the applicable holder at the relevant time by the applicable holder thereof). A holder of Multiple Voting Shares exercising this option to have the Company redeem, shall give notice to the Company, which notice shall set out the date on which the Company is to redeem, which date shall not be less than 30 days nor more than 90 days from the date of mailing of the notice, and if the holder desires to have less than all of the Multiple Voting Shares registered in his, her or its name redeemed by the Company, the number of the holder’s shares to be redeemed. The date on which the redemption at the option of the holder is to occur is hereafter referred to as the “option redemption date”. The holder of any Multiple Voting Shares may, with the consent of the Company, revoke such notice prior to the option redemption date. Upon delivery to the Company of a share certificate or certificates representing the Multiple Voting Shares which the holder desires to have the Company redeem, the Company shall, on the option redemption date, redeem such Multiple Voting Shares by paying to the holder the redemption price therefor. Upon payment of the redemption price of the Multiple Voting Shares to be redeemed by the Company, the holders thereof shall cease to be entitled to exercise any rights of holders in respect thereof. If the redemption by the Company on any option redemption date of all of the Multiple Voting Shares to be redeemed on such date would be contrary to any provisions of the Business Corporations Act or any other applicable law, the Company shall be obligated to redeem only the maximum number of Multiple Voting Shares which the Company determines it is then permitted to redeem, such redemptions to be made pro rata (disregarding fractions of shares) according to the number of Multiple Voting Shares required by each such holder to be redeemed by the Company and the Company shall issue new certificates representing the Multiple Voting Shares not redeemed by the Company; the Company shall, before redeeming any other Multiple Voting Shares, redeem in the manner contemplated by Article 29.5 on the first day of each month thereafter the maximum number of such Multiple Voting Shares so required by holders to be redeemed as would not then by contrary to any provisions of the Business Corporations Act or any other applicable law, until all of such shares have been redeemed, provided that the Company shall be under no obligation to give any notice to the holders of the Multiple Voting Shares in respect of such redemption or redemptions as provided for in Article 29.5.

(h)

Transfer of Multiple Voting Shares.

Except as expressly provided herein, including upon redemption, no Multiple Voting Share may be sold, transferred, assigned, pledged or otherwise disposed of, except to a Permitted Holder of the holder thereof. For the purposes hereof, “Permitted Holder” means a Person controlled, directly or indirectly by the transferor which remains as such, and the applicable Multiple Voting Shares shall be automatically redeemed if the Permitted Holder ceases to be so controlled.

(i)

Ownership of Restricted Voting Shares and Limited Voting Shares.

Notwithstanding any other provision of these Articles, any holder of Multiple Voting Shares that holds at least two (2) Restricted Voting Shares and/or Limited Voting Shares shall be deemed to hold (A) at least one (1) Restricted Voting Share, and (B) at least one (1) Limited Voting Share.

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27.3

Restricted Voting Shares

(1)

For the purposes of this Article 27.3, the following terms will have the meanings specified below:

“Equity Shares” means, collectively, the subordinate, restricted and limited voting shares of the Company and “Equity Share” shall mean any of them;

“FPI Threshold” has the meaning ascribed to such term in Article 27.3(2)(g)(2);

“held of record” has the meaning set forth in Rule 12g5-1 of the Securities Exchange Act of 1934, as amended;

“Limited Voting Shares” means the limited voting shares in the capital of the Company;

“Non-U.S. Person” means any Person or entity that is not a U.S. Person;

“Preferred Shares” means the preferred shares in the capital of the Company;

“Restricted Voting Shares” means the restricted voting shares in the capital of the Company;

“Specified Exceptions” has the meaning ascribed thereto in Article 27.1(2)(g)(3)27.3(2)(g)(3); and

“U.S. Person” means a resident of the United States of America (including its territories and possessions).

(2)

An unlimited number of Restricted Voting Shares, without nominal or par value, are authorized for issuance, having attached thereto the special rights and restrictions as set forth below:

(a)

Voting Rights.

Holders of Restricted Voting Shares shall be entitled to notice of and to attend (if applicable, virtually) any meeting of the shareholders of the Company. Holders of Restricted Voting Shares shall be entitled to vote at any meeting of the shareholders of the Company, and at each such meeting, shall be entitled to one (1) vote in respect of each Restricted Voting Share held, except for a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote.

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Except as otherwise provided in these Articles (including without limitation the restrictions on voting rights for directors in the case of the Limited Voting Shares) or except as provided in the Business Corporations Act, Subordinate Voting Shares, Restricted Voting Shares and Limited Voting Shares are equal in all respects and shall vote together, and with the Multiple Voting Shares, as if they were shares of a single class. In connection with any Change of Control Transaction requiring approval of the holders of all classes of Equity Shares under the Business Corporations Act, holders of each class of Equity Shares shall be treated equally and identically, on a per share basis, unless different treatment of the shares of any such class is approved by a majority of the votes cast by the holders of outstanding Restricted Voting Shares in respect of a resolution approving such Change of Control Transaction, voting separately as a class at a meeting of the holders of Restricted Voting Shares called and held for such purpose.

Notwithstanding the provisions of the second paragraph of this Article 27.3(2)(a), the holders of Restricted Voting Shares shall be entitled to vote as a separate class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment of the Articles (other than in respect of the creation of a series of Preferred Shares) which would: (i) adversely affect the rights of the holders of the Restricted Voting Shares; (ii) affect the holders of any class of Equity Shares differently on a per share basis from any other class of Equity Shares; or (iii) except as already set forth in the Articles, create any class or series of shares ranking equal to or senior to the applicable outstanding class of Equity Shares; and in each case such alteration, repeal or amendment shall not be effective unless a resolution in respect thereof is approved by a majority of the votes cast by holders of outstanding Restricted Voting Shares.

(b)

Constraints on Ownership.

Subject to the Specified Exceptions, the Restricted Voting Shares may only be held of record by U.S. Persons.

(c)

Dividends.

Holders of Restricted Voting Shares shall be entitled to receive, as and when declared by the board of directors, dividends in cash or property of the Company. No dividend will be declared or paid on any other class of Equity Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on a per share basis) on the Restricted Voting Shares. The Restricted Voting Shares shall rank equally with the other Equity Shares as to dividends on a share-for-share basis, without preference or distinction. In the event of the payment of a dividend in the form of shares, holders of Restricted Voting Shares shall receive Restricted Voting Shares, unless otherwise determined by the board of directors, provided an equal number of shares is declared as a dividend or distribution on a then outstanding per-Equity Share basis, without preference or distinction, in each case.

(d)

Liquidation, Dissolution or Winding-Up.

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of Restricted Voting Shares shall, subject to the prior rights of the holders of any shares of the Company ranking in priority to the Restricted Voting Shares, be entitled to participate ratably in the remaining property of the Company along with all holders of the other classes of Equity Shares (on a per share basis).

(e)

Rights to Subscribe; Pre-Emptive Rights.

The holders of Restricted Voting 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 other securities of the Company now or in the future.

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(f)

Subdivision or Consolidation.

No subdivision or consolidation of the Restricted Voting Shares shall occur unless, simultaneously, the other classes of Equity Shares are subdivided or consolidated or otherwise adjusted so as to maintain and preserve the relative rights of the holders of the shares of each of the said classes. Subject to Article 27.3(2)(g), the Restricted Voting Shares cannot be converted into any other class of shares.

(g)

Conversion of Restricted Voting Shares.

(1)

Automatic

Subject to the Specified Exceptions, each issued and outstanding Restricted Voting Share shall be automatically converted into one Subordinate Voting Share, without any further act on the part of the Company or of the holder, if such Restricted Voting Share becomes held of record by a Non-U.S. Person.

(2)

Conversion into Limited Voting Shares

Subject to the Specified Exceptions, if, at any given time, the total number of Restricted Voting Shares becomes equal to or in excess of the FPI Threshold, the minimum number of Restricted Voting Shares required to stay within the FPI Threshold shall be automatically converted, without further act or formality, on a pro-rata basis across all registered holders of Restricted Voting Shares (rounded up to the next nearest whole number of shares), on a one-for-one basis, into Limited Voting Shares. For purposes of these Articles, “FPI Threshold” means:

(0.50 x Aggregate Number of Multiple Voting Shares, Subordinate Voting Shares and Restricted Voting Shares) – (Aggregate Number of Multiple Voting Shares held, of record by U.S. Persons)

Notwithstanding the foregoing, in connection with a formal bid for all Equity Shares on identical terms made in compliance with Canadian securities laws that results in the bidder owning or controlling more than fifty percent (50%) of the total voting power of the voting securities of the Company for the election of directors (assuming the Limited Voting Shares each have one (1) vote per share for the election of directors), the bidder may elect, by way of written notice to the Company, that the Restricted Voting Shares it so acquires not be automatically converted into Limited Voting Shares.

(3)

Upon an Offer

(i)

For the purposes of this 27.3(2)(g)(3):

(A)

“Affiliate” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions as, from time to time, amended, re-enacted or replaced;

(B)

“Associate” has the meaning assigned by the Securities Act (Ontario) as, from time to time, amended, re-enacted or replaced;

(C)

“Conversion Period” means the period of time commencing on the eighth day after the Offer Date and terminating on the Expiry Date;

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(D)

“Converted Shares” means the Subject Equity Shares resulting from the conversion of Restricted Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);

(E)

“Exclusionary Offer” means an offer to purchase Subject Equity Shares that:

(i)

is a General Offer; and

	(ii)	is not made concurrently with an offer to purchase Restricted Voting Shares that is identical to the offer to purchase the Subject Equity Shares in terms of price per share and percentage of outstanding shares to be taken up exclusive of shares owned immediately prior to the offer by the Offeror, and in all other material respects, and that has no condition attached other than the right not to take up and pay for shares tendered if no shares are purchased pursuant to the offer for Subject Equity Shares;

		and for the purposes of this definition, if an offer to purchase Subject Equity Shares is a General Offer but not an Exclusionary Offer, the varying of any term of such offer shall be deemed to constitute the making of a new offer unless a variation identical in all material respects concurrently is made to the corresponding offer to purchase Restricted Voting Shares;

(F)

“Expiry Date” means the last date on which holders of the Subject Equity Shares may accept an Exclusionary Offer;

(G)

(H)

“Offer Date” means the date on which an Exclusionary Offer is made;

(I)

(J)

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(K)

“Subject Equity Shares” means any one or more classes of Equity Shares that are subject to an Exclusionary Offer, other than Restricted Voting Shares; and

(L)

“Transfer Agent” means the transfer agent of the Company at the relevant time for any of the Subject Equity Shares (and if there is no such transfer agent, “Transfer Agent” means the Company);

(ii)

subject to subparagraph (v), if an Exclusionary Offer is made, each outstanding Restricted Voting Share shall, at the option of each holder of Restricted Voting Shares during the Conversion Period, be convertible on a one-for-one basis into the class of Equity Shares that are subject to such Exclusionary Offer (and if more than one class of Equity Shares are subject to such Exclusionary Offer, or different Exclusionary Offers are made for separate classes of Subject Equity Shares, on a one-for-one basis into any class of Equity Shares that are subject to any such Exclusionary Offer, at the holder’s election, or failing such election, into any class of Equity Shares that are subject to any such Exclusionary Offer at the board of directors’ discretion). The conversion right may be exercised by notice in writing given to the Transfer Agent prior to the Expiry Date accompanied by the share certificate(s) representing the Restricted Voting Shares which the holder desires to convert, together with any letter of transmittal or other documentation, including any medallion signature guarantee, as may be required by the Transfer Agent or pursuant to the Exclusionary Offer, in either case, in duly executed or completed form, and such notice shall be executed by such holder, or by his attorney duly authorized in writing, and shall specify the number of Restricted Voting Shares which the holder desires to have converted and the class of Equity Shares which are desired to be converted into. The Company shall pay any governmental stamp, transfer or similar tax (but for greater certainty, no income or capital gains tax) imposed on or in respect of such conversion. If less than all of the Restricted Voting Shares represented by any share certificate are to be converted, the holder shall be entitled to receive a new share certificate representing in the aggregate the number of Restricted Voting Shares represented by the original share certificate, which are not to be converted. Upon any conversion of any shares of any class into shares of another class, the Company shall adjust the capital accounts maintained for the respective classes of shares as provided in the Business Corporations Act. The conversion right may only be exercised in respect of Restricted Voting Shares for the purpose of depositing the resulting Subject Equity Shares pursuant to such offer and for no other reason;

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(iii)

an election by a holder of Restricted Voting Shares to exercise the conversion right provided for in subparagraph (ii) shall be deemed to also constitute irrevocable elections by such holder (a) to deposit the Converted Shares pursuant to the Exclusionary Offer (subject to such holder’s right to subsequently withdraw the shares from the offer), and (b) to exercise the right to convert back into Restricted Voting Shares all Converted Shares (on a one-for-one basis) in respect of which such holder exercises his, her or its right of withdrawal from the Exclusionary Offer or which are not otherwise ultimately taken up under the Exclusionary Offer. Any conversion of Converted Shares back into Restricted Voting Shares in respect of which the holder exercises his, her or its right of withdrawal from the Exclusionary Offer shall become effective at the time such right of withdrawal is exercised. If the right of withdrawal is not exercised, any conversion of Converted Shares back into Restricted Voting Shares pursuant to a deemed election shall become effective:

(A)

(B)

in respect of an Exclusionary Offer which is abandoned or withdrawn, at the time at which the Exclusionary Offer is abandoned or withdrawn;

(iv)

no share certificates representing Converted Shares shall be delivered to the holders of such shares before such shares are deposited pursuant to the Exclusionary Offer. The Transfer Agent, on behalf of the holders of the Converted Shares, shall deposit pursuant to the Exclusionary Offer the share certificates representing all Restricted Voting Shares for which the certificates, notices and other documents have been duly delivered to the Transfer Agent pursuant to subparagraph (ii) and shall advise the Offeror of the extent that such certificates so deposited represent Subject Equity Shares of the Company. Upon completion of the Exclusionary Offer, the Transfer Agent shall deliver to the holders of the shares purchased pursuant to the Exclusionary Offer all consideration paid by the Offeror pursuant to the Exclusionary Offer. If Converted Shares are converted back into Restricted Voting Shares pursuant to subparagraph (iii), the Transfer Agent shall deliver to the holders entitled thereto share certificates representing the Restricted Voting Shares resulting from the conversion. Provided however that if no Restricted Voting Shares of a shareholder were acquired by the Offeror pursuant to the Exclusionary Offer, the Transfer Agent shall return the original share certificate (if not duly endorsed for transfer to a named transferee) evidencing such Restricted Voting Shares tendered pursuant to subparagraph (ii) in satisfaction of its obligations under this subparagraph (iv). The Company shall make all arrangements with the Transfer Agent necessary or desirable to give effect to this subparagraph (iv);

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(v)

subject to subparagraph (vi), the conversion right provided for in subparagraph (ii) shall not come into effect with respect to a class of Subject Equity Shares if:

(A)

prior to the time at which the Exclusionary Offer is made there is or has been delivered to the transfer agent and to the corporate secretary of the Company a certification or certifications signed by or on behalf of one or more shareholders of the Company owning in the aggregate, as at the time the Exclusionary Offer is made, more than 50% of the then outstanding Subject Equity Shares of each class (exclusive of shares owned immediately prior to the Exclusionary Offer by the Offeror), which certification or certifications shall confirm, in the case of each such shareholder, that made such certification, that such shareholder shall not:

(i)

(ii)

make any Exclusionary Offer;

(iii)

act jointly or in concert with any Person that makes any Exclusionary Offer; or

(iv)

(B)

(i)

the number of Subject Equity Shares owned by the shareholder;

(ii)

that such shareholder is not making the Exclusionary Offer and is not an Associate or Affiliate of, or acting jointly or in concert with, the Person making such offer;

(iii)

(iv)

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(vi)

if a notice (the “Notice”) referred to in sub-clause (v)(A)(i), (v)(A)(iv), (v)(B)(iii) or (v)(B)(iv) is given to the Transfer Agent and to the corporate secretary of the Company and the conversion right provided for in subparagraph (ii) has not, because of the giving of such Notice, come into effect, the Company shall, either forthwith upon receipt of the Notice or forthwith after the seventh (7th) day following the Offer Date, whichever is later, make a good faith determination as to whether there are subsisting certifications that comply with either clause (v)(A) or (v)(B) from shareholders of the Company who own in the aggregate more than 50% of the then outstanding Subject Equity Shares of each class, exclusive of shares owned immediately prior to the Exclusionary Offer by the Offeror. If the Company determines that there are not such subsisting certifications, subparagraph (v) shall cease to apply and the conversion right provided for in subparagraph (ii) shall be in effect for the remainder of the Conversion Period;

(vii)

as soon as reasonably possible after the seventh (7th) day after the Offer Date, the Company shall send to each holder of Restricted Voting Shares a written notice advising the holders as to whether they are entitled to convert their Restricted Voting Shares into Subject Equity Shares and the reasons therefor. If such notice discloses that they are not so entitled, but it is subsequently determined that they are so entitled by virtue of subparagraph (vi) or otherwise, the Company shall forthwith send another notice to them advising them of that fact and the reasons therefor;

(viii)

if a notice referred to in subparagraph (vii) discloses that the conversion right set forth in subparagraph (ii) has come into effect, the notice shall:

(A)

include a description of the procedure to be followed to effect the conversion and to have the Converted Shares tendered under the Exclusionary Offer;

(B)

include the information set out in subparagraph (vii) hereof; and

(C)

(ix)

(x)

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27.4         Limited Voting Shares

(1)            For the purposes of this Article 27.4, the following terms will have the meanings specified below: