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Glass House Brands Announces Preferred Equity Refinancing

LONG BEACH, Calif. and TORONTO, July 16, 2025 (GLOBE NEWSWIRE) -- Glass House Brands Inc. ("Glass House" or the "Company") (CBOE CA: GLAS.A.U) (CBOE CA: GLAS.WT.U) (OTCQX:GLASF) (OTCQX:GHBWF), one of the fastest-growing, vertically-integrated cannabis companies in the U.S., today announced a recapitalization and non-brokered private placement (collectively, the "Offering") of Series E Convertible Preferred Stock, face value of $1,000 per share (the "Series E Preferred Stock"), of GH Group, Inc. ("GH Group"). The Series E Preferred Stock will replace GH Group's existing Series B and Series C Preferred Stock. Any holders of Series B and Series C Preferred Stock who elected not to exchange into the Series E Preferred Stock are being redeemed by GH Group, which effectively cancels the Series B and Series C Preferred Stock on a go-forward basis.

Investors subscribing for Series E Preferred Stock will receive an annual 12% dividend rate, which will accrue and be paid quarterly. The Series E Preferred Stock is convertible into a new class of GH Group Class B common stock at a conversion price of $9.00 per share at any time, and ultimately, exchangeable into the Company's publicly-traded equity shares (the "Equity Shares") on a one-for-one basis at any time. GH Group also will have a 5-year redemption right with respect to the Series Preferred Stock upon the occurrence of each of the following: (i) the 60-day volume weighted average price of the Equity Shares is greater than or equal to $12.00, (ii) the average daily trading volume of the Equity Shares exceeds one million shares and (iii) the Equity Shares are trading on a major United States stock exchange. If the Company exercises its redemption right, the redemption price for the Series E Preferred Stock will be equal to the original purchase price per share plus any accrued and unpaid dividends.

By comparison, Series B and C Preferred Stock which were issued in 2022, offered a 22.5% cumulative annual dividend rate inclusive of a 10% annual dividend and 12.5% paid-in-kind ("PIK") of additional preferred equity at the time of redemption.

The Offering is nearly fully subscribed and is anticipated to be approximately $77.5 million, with more than 75% of the investors of Series B and C Preferred Stock of GH Group exchanging into Series E Preferred Stock while all other non-participating Series B and Series ...