MedMen in Binding ‘Letter of Intent’ To Merge Into Public Company in Canada

(NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN
THE UNITED STATES)

LOS ANGELES–(BUSINESS WIRE)–MM Enterprises USA, LLC, better known as MedMen Enterprises, announced
today that it has entered into a binding “Letter of Intent” outlining
the proposed terms and conditions pursuant to which MedMen Enterprises
will effect a reverse takeover of OutdoorPartner Media Corporation.

MedMen Enterprises will become a publicly traded company through a
reverse takeover, or RTO. In an RTO, the securityholders of a private
company that aims to become publicly traded take over an existing public
company. OutdoorPartner Media Corporation is an unlisted Canadian public
company.

“This is an important milestone in the evolution of MedMen and the
increasingly global cannabis industry,” said Adam Bierman, the Los
Angeles-based company’s co-founder and chief executive. “A major U.S.
cannabis company is set to be publicly traded on a bona fide stock
exchange. For nearly a decade we have been at the leading edge of the
modern cannabis industry, putting ourselves in a dominant position in
the most significant cannabis markets in the U.S.; California, Nevada
and New York.”

Upon completion of the reverse takeover of OutdoorPartner Media
Corporation by the securityholders of MedMen Enterprises, MedMen
Enterprises will become a subsidiary of a publicly traded company,
essentially becoming publicly traded itself. Additionally, MedMen
Enterprises has entered into an engagement letter to conduct a brokered
private placement offering of subscription receipts to accredited
investors prior to completing its RTO transaction. The private placement
will consist of an offering of subscription receipts that will be
exchanged for common shares of the public company resulting from the
RTO. Those common shares will have subordinated voting rights. Unlike an
initial public offering, or IPO, in an RTO there is often a two-step
process, the first of which is a private placement financing, as
proposed by MedMen Enterprises, followed by an amalgamation or merger
with a public company.

Cormark Securities Inc. and Canaccord Genuity Corp., leading Canadian
independent investment dealers, will act as co-bookrunners and will
assist the company in connection with its brokered private placement.

With vertically integrated operations in three states, including seven
licensed stores in California’s newly opened adult-use market, MedMen is
one of the most dominant players in the fast-growing cannabis industry.
The company recently completed construction of a 45,000-square-foot
factory in Northern Nevada, the largest and most high-tech cultivation
and manufacturing cannabis facility in the state. And MedMen Manhattan,
the first-of-a-kind marijuana store in New York is scheduled to open on
Fifth Avenue on April 20th. MedMen also announced recently
that it has entered into a joint-venture agreement with Cronos Group
Inc. (Nasdaq: CRON) (TSX-V: CRON) to develop products and open MedMen
branded stores in Canada’s potential adult-use market.

While the final structure and form of the transaction that will take
MedMen Enterprises public will come in a more definitive agreement to
follow, the Letter of Intent announced today incorporated the principal
terms, MedMen officials said. Once the RTO is complete and all
requirements for stock exchange listing satisfied, MedMen Enterprises
will select a ticker symbol for the resulting public company’s shares,
which will be traded under that symbol on the stock exchange.

Disclosures:

The securities to be offered in the brokered private placement have
not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”) or any state
securities laws, and may not be offered or sold in the United States or
to, or for the account or benefit of, United States persons absent
registration or any applicable exemption from the registration
requirements of the U.S. Securities Act and applicable state securities
laws. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor
shall there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.

Stock Exchange Matters

As of the date hereof, neither MedMen nor OutdoorPartner Media
Corporation are listed or have made any application for listing on any
stock exchange. A condition to the completion of the transaction is the
approval for the listing of the resulting public company’s shares on the
Canadian Securities Exchange.

Timing of the Transaction

Further details of the transaction will be included in subsequent
news releases and disclosure documents to be filed by OutdoorPartner
Media Corporation in connection with the transaction. It is anticipated
that a shareholder meeting of OutdoorPartner Media Corporation to
approve all required matters in connection with the transaction and
closing of the transaction will take place in the second quarter of 2018.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute
“forward-looking information” within the meaning of applicable
securities laws, including statements regarding the plans, intentions,
beliefs and current expectations of MedMen with respect to future
business activities. Forward-looking information is often identified by
the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “expect” or similar expressions and
include information regarding: (i) expectations regarding whether the
proposed transaction will be consummated, including whether conditions
to the consummation of the transaction will be satisfied, or the timing
for completing the transaction, (ii) expectations for the effects of the
transaction or the ability of the combined company to successfully
achieve business objectives, (iii) expectations regarding whether the
proposed private placement will be consummated and the timing for
completing the private placement, and (iv) expectations for other
economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based
on historical facts but instead reflect MedMen management’s
expectations, estimates or projections concerning future results or
events based on the opinions, assumptions and estimates of management
considered reasonable at the date the statements are made. Although
MedMen believes that the expectations reflected in such forward-looking
information are reasonable, such information involves risks and
uncertainties, and undue reliance should not be placed on such
information, as unknown or unpredictable factors could have material
adverse effects on future results, performance or achievements of the
combined company. Among the key factors that could cause actual results
to differ materially from those projected in the forward-looking
information are the following: the ability to consummate the transaction
and the private placement; the ability to obtain requisite regulatory
and shareholder and unitholder approvals and the satisfaction of other
conditions to the consummation of the transaction on the proposed terms
and schedule; the potential impact of the announcement or consummation
of the transaction on relationships, including with regulatory bodies,
employees, suppliers, customers and competitors; changes in general
economic, business and political conditions, including changes in the
financial markets; changes in applicable laws; compliance with extensive
government regulation; and the diversion of management time on the
transaction and the private placement. This forward-looking information
may be affected by risks and uncertainties in the business of MedMen and
OutdoorPartner Media Corporation and market conditions.

Should one or more of these risks or uncertainties materialize, or
should assumptions underlying the forward-looking information prove
incorrect, actual results may vary materially from those described
herein as intended, planned, anticipated, believed, estimated or
expected. Although MedMen has attempted to identify important risks,
uncertainties and factors which could cause actual results to differ
materially, there may be others that cause results not to be as
anticipated, estimated or intended. MedMen does not intend, and does not
assume any obligation, to update this forward-looking information except
as otherwise required by applicable law.

Completion of the transaction is subject to a number of conditions,
including but not limited to entry into of a definitive transaction
agreement, shareholder approvals and satisfaction of all stock exchange
listing requirements. There can be no assurance that the transaction
will be completed as proposed or at all.

No securities regulatory authority has in any way passed upon the
merits of the proposed transactions described in this news release or
has approved or disapproved of the contents of this news release.

Contacts

For further information, please contact:
MedMen
Enterprises
Daniel Yi
Senior Vice President of
Corporate Communications
E-mail: daniel@medmen.com