LARKSPUR, Calif. – This news release relates to subordinate voting shares, restricted voting shares, and/or limited voting shares (collectively, “Equity Shares”) and warrants to purchase Equity Shares (“Warrants”) of Glass House Brands Inc. (“Glass House” or the “Issuer”).
Park West Asset Management LLC (“PWAM”), announces that as of March 3, 2023, Park West Investors Master Fund, Ltd. (“PWIMF”) owns 1,904,401 Equity Shares and 3,869,073 Warrants, and Park West Partners International, Ltd. (“PWPI”) owns 183,365 Equity Shares and 380,927 Warrants. PWAM is the investment manager to PWIMF and PWPI. Mr. Peter S. Park, through one or more affiliated entities, is the controlling manager of PWAM.
On June 29, 2021, Glass House (formerly Mercer Park Brand Acquisition Corp., a special purpose acquisition company), completed a business combination transaction with GH Group, Inc., a vertically integrated producer and seller of adult-use and medicinal cannabis and related products in the State of California (the “Qualifying Transaction”).
Certain Warrants became exercisable to purchase Equity Shares 65 days after completion of the Qualifying Transaction. On the date that the Warrants became exercisable within 60 days, PWAM acquired “beneficial ownership” (as that term is used in National Instrument 62-104 – Take Over Bids and Issuer Bids) and control of Equity Shares in excess of 10% of the outstanding Equity Shares. Subsequently, in calendar years 2021, 2022, and 2023, PWAM executed a series of acquisitions and dispositions of Equity Shares through the facilities of NEO Exchange Inc. and acquisitions of Warrants in private transactions.
On approximately July 4, 2021, being the date the Warrants first became exercisable within 60 days, PWAM, indirectly through PWIMF, had ownership of 974,586 Equity Shares and 3,641,227 Warrants, and indirectly through PWPI, had ownership of an additional 96,295 Equity Shares and 358,773 Warrants, for a total of 1,070,881 Equity Shares and 4,000,000 Warrants, all of which were controlled by PWAM, representing indirect ownership and control of 4.68% of the total issued and outstanding Equity Shares on a non-diluted basis and 18.88% of the total issued and outstanding Equity Shares on a partially-diluted basis (assuming for this purpose exercise of all 4,000,000 Warrants held by PWAM, and 22,860,947 outstanding Equity Shares as disclosed in the Issuer’s management’s discussion and analysis for the period ended June 30, 2021).
After accounting for a series of transactions in calendar years 2021, 2022, and 2023, PWIMF currently owns 1,904,401 Equity Shares and 3,869,073 Warrants, and PWPI currently owns 183,365 Equity Shares and 380,927 Warrants, for a total of 2,087,766 Equity Shares and 4,250,000 Warrants, all of which are controlled by PWAM, representing indirect ownership and control of approximately 3.94% of the total issued and outstanding Equity Shares on a non-diluted basis and 11.07% of the total issued and outstanding Equity Shares on a partially-diluted basis (assuming for this purpose exercise of all 4,250,000 Warrants held by PWAM, and 53,009,979 outstanding Equity Shares as disclosed in the Issuer’s management’s discussion and analysis for the period ended September 30, 2022).
PWAM has acquired and disposed of Equity Shares and Warrants, as applicable, and may continue to acquire or dispose of Equity Shares and Warrants, for investment purposes. PWAM will continue to monitor the business, prospects, financial condition and potential capital requirements of Glass House. Depending on its evaluation of these and other factors, PWAM may from time to time in the future increase or decrease its direct or indirect ownership, control or direction over Equity Shares, Warrants, or other securities of Glass House through market transactions, private agreements, subscriptions from treasury or otherwise, and may from time to time engage in discussions with, or make proposals to, Glass House or other third parties regarding any of the matters listed in paragraphs (a) through (k) of Item 5 of Form NI 62-103F1.
PWAM is an “eligible institutional investor” within the meaning of that term as defined in National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”) and intends to rely on the exemption from early warning reporting in section 4.1 of NI 62-103 in the future.
Glass House’s head and registered office is located at 3645 Long Beach Boulevard, Long Beach, California 90807, USA.
An early warning report in respect of the Equity Shares and Warrants held by PWIMF and PWPI will be filed under Glass House’s profile on SEDAR at www.sedar.com, and may be obtained by contacting the persons named below.
CONTACT: Email: [email protected]
