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Shareholders to vote on measures that streamline capital structure and governance to position the Company for a potential senior U.S. exchange listing
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CHICAGO — Cresco Labs Inc. (CSE: CL) (OTCQX: CRLBF) (FSE: 6CQ) (“Cresco Labs” or the “Company”) today announced that it has filed its Management Information Circular (the “Circular”) and related proxy materials for its annual general and special meeting of shareholders to be held on October 30, 2026 (the “Meeting”), as it prepares for a potential listing on a senior U.S. exchange.
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At the Meeting, shareholders will be asked to approve three special resolutions relating to:
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(1) a share exchange (the “Share Exchange”) involving the creation of a new parent company (“TopCo”),
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(2) a subsequent redomicile of TopCo from British Columbia to Delaware (the “Redomicile”), and
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(3) an extension of the listing sunset date applicable to the Company’s multiple voting shares (the “MVS”) from the first to the third anniversary of a U.S. listing.
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“The proposals we are putting before shareholders are designed to position Cresco Labs for listing on a senior U.S. exchange,” said Charles Bachtell, CEO of Cresco Labs. “Taken together, they streamline our corporate and capital structure while lowering administrative cost and complexity.”
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- Share Exchange Resolution: Creation of TopCo
To simplify the Company’s capital structure in advance of accessing U.S. capital markets, the Board recommends that shareholders approve the creation of TopCo, which would become the new publicly listed entity. Cresco Labs securities would be exchanged for securities in TopCo. The Share Exchange would apply equally to all classes of Company shares, leaving shareholders’ relative voting and economic rights unchanged.
Furthermore, the Board would have the discretion to effect a reverse share split, should one be necessary. Together, these steps would position the Company to meet senior U.S. exchange listing requirements and reduce administrative burden.
- Redomicile to Delaware
The Board recommends that shareholders approve the Redomicile of TopCo from British Columbia to Delaware, with corresponding changes to the Company’s share capitalization. The Redomicile resolution also provides for the adoption of a new long-term equity incentive plan designed for a U.S.-domiciled issuer. If approved, the Board would have discretion to implement the Redomicile after the Share Exchange, at any time on or before December 31, 2027.
The Redomicile would make the Company’s structure more familiar to U.S. investors, align its domicile with its operational jurisdiction, and potentially expand its access to U.S. capital markets.
- Limited Extension of the Multiple Voting Share Sunset Date
The Board recommends that shareholders approve an amendment to the terms of the MVS (the “MVS Amendment”), extending the sunset date from the first to the third anniversary of a U.S. listing.
The MVS Amendment is intended to support continuity of strategy as the Company completes the Redomicile and pursues a U.S. listing, after which the MVS would convert automatically.
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Shareholders will also receive the Company’s financial statements for the years ended December 31, 2025 and 2024 and vote on the other annual items of business, including setting the number of directors at seven, electing the directors, and reappointing Baker Tilly US, LLP as independent auditor.
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The Board unanimously recommends that shareholders vote for each of the resolutions to be considered at the Meeting.
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Additional Information and Where to Find It
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The foregoing descriptions are summaries only, do not purport to be complete, and are qualified in their entirety by reference to the full text of the Circular and the other Meeting materials, which contain important additional information regarding the proposals, the Company’s governance practices, and detailed instructions on voting and participation at the Meeting. Shareholders are urged to read the Circular and all other relevant documents carefully and in their entirety.
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The Circular and related materials are available under the Company’s profile on SEDAR+ at www.sedarplus.ca, under the Company’s profile on EDGAR at www.sec.gov, and on the Company’s website at www.crescolabs.com.
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The Annual General and Special Meeting of Shareholders is to be held at 12:00 p.m. (Central Daylight Time) on Friday, October 30, 2026, via live audio webcast. Shareholders of record as of the close of business on September 15, 2026, are entitled to receive notice of, and to vote at, the Meeting. Proxies must be received by 12:00 p.m. (Central Daylight Time) on Wednesday, October 28, 2026, or two business days before any adjourned or postponed Meeting. Beneficial shareholders who hold through an intermediary should follow the voting instructions provided by that intermediary, which may impose an earlier deadline.
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Shareholders who have questions regarding the Meeting or require assistance with voting may contact Laurel Hill Advisory Group by telephone or text message toll-free within North America at 1-877-452-7184, by telephone outside North America at 1-416-304-0211, or by email at [email protected].
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No Offer or Solicitation
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This press release does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities, nor a solicitation of any vote or approval, in any jurisdiction, nor shall there be any sale, issuance, purchase or exchange of securities in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a document meeting the requirements of applicable Canadian and U.S. securities laws.
English (US)