iAnthus Mails Information Circular in Connection with its Recapitalization Transaction

iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN) (OTCQX: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, announces that the Company has commenced the mailing of the notices and management information circular (the “Circular”) for (i) a meeting (the “Secured Noteholders’ Meeting”) of holders (the “Secured Noteholders”) of 13% senior secured convertible debentures (the “Secured Notes”) issued by iAnthus Capital Management, LLC, the Company’s wholly-owned US subsidiary; (ii) a meeting (the “Unsecured Debenture Holders’ Meeting”) of holders (the “Unsecured Debenture Holders”) of 8% convertible unsecured debentures (the “Unsecured Debentures”) issued by the Company; and (iii) a meeting (the “Equityholders’ Meeting”) of holders of the Company’s common shares (the “Common Shares”), options (the “Options”) and warrants (the “Warrants”) (collectively, the “Existing Equityholders”), in each case to consider and vote upon a corporate plan of arrangement under the British Columbia Business Corporations Act (the “Plan of Arrangement”) to implement the previously announced recapitalization transaction (the “Recapitalization Transaction”).

Your vote is important regardless of the numbers of securities you own.

iAnthus encourages securityholders to read the materials for the above-referenced meetings (collectively, the “Meetings”), which have been filed on the Company’s SEDAR profile at www.sedar.com and will be uploaded to the Company’s website at: www.ianthus.com/2020-special-meetings.

The Board of Directors unanimously recommends that all Secured Noteholders, Unsecured Debenture Holders and Existing Equityholders vote in favour of the Plan of Arrangement.

The Recapitalization Transaction

As disclosed in the Company’s news releases dated July 13 and August 7, 2020 (copies of which are available under the Company’s SEDAR profile at www.sedar.com), the Recapitalization Transaction will be implemented pursuant to the Plan of Arrangement, or, only if necessary, the Companies’ Creditors Arrangement Act (“CCAA”). If the Recapitalization Transaction is completed through the Plan of Arrangement, the existing holders of Common Shares at the time of completion (the “Existing Shareholders”) will retain approximately 2.75% of the ownership of the Common Shares (the “Common Shareholder Interest”).

If the Recapitalization Transaction does not obtain the required support from Existing Equityholders, the Recapitalization Transaction will be implemented through proceedings under the CCAA (“CCAA Proceedings”). If implementation of the Recapitalization Transaction occurs through CCAA Proceedings, Existing Shareholders will not retain any ownership of Common Shares or receive any recovery (i.e., 0% of the ownership of the Common Shares) and the Common Shareholder Interest will instead be allocated equally as among the Secured Noteholders and the Unsecured Debenture Holders.

Voting Deadlines

The deadline for: (i) the Secured Noteholders, (ii) the Unsecured Debenture Holders, and (iii) the Existing Equityholders to submit their respective proxies or voting instructions in order to vote on the Plan of Arrangement is 9:00 a.m.10:00 a.m. and 11:00 a.m., respectively (Vancouver time), on September 10, 2020. Banks, brokers or other intermediaries that hold Secured Notes, Unsecured Debentures, Common Shares, Options or Warrants on a securityholder’s behalf may have internal deadlines that require securityholders to submit their votes by an earlier date. Securityholders are encouraged to contact their intermediaries directly to confirm any such internal deadline.

Attendance at the Meetings

To proactively deal with the public health impact of the novel coronavirus, also known as COVID-19, and to mitigate risks to health and safety, the Company will be holding the Meetings in a virtual-only format, which will be conducted via live audio webcast available online using the LUMI meeting platform. During the live audio webcasts, Secured Noteholders, Unsecured Debenture Holders and Equityholders will be able to hear the Secured Noteholders’ Meeting, the Unsecured Debenture Holders’ Meeting and the Equityholders’ Meeting respectively, and such registered securityholders and duly appointed and registered proxyholders will be able to submit questions and vote when their applicable Meeting is being held. The Circular provides important and detailed instructions about how to participate at the Meetings.

Securityholders’ Questions or Voting Assistance

iAnthus’ securityholders who have questions or need assistance with voting their respective Secured Notes, Unsecured Debentures, Shares, Options and/or Warrants can also contact the iAnthus’ Proxy Solicitation Agent, Laurel Hill Advisory Group.