Forward-looking statements are based on the Company’s current expectations, estimates and assumptions and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, that may cause actual results, performance or achievements to differ materially from those expressed or implied. Such risks and uncertainties include, among others: the failure to obtain required shareholder, court, stock exchange or regulatory approvals in a timely manner, on acceptable terms, or at all; the failure to satisfy other conditions to completion of the proposed transactions; the possibility that the proposed transactions may be delayed, modified or abandoned; the failure to realize the anticipated benefits, cost savings or structural simplification expected from the proposed transactions; costs and expenses associated with the proposed transactions exceeding expectations; unanticipated tax consequences to the Company, TopCo or securityholders arising from the Share Exchange or the Redomicile; changes in tax laws, treaties or regulations or their interpretation or enforcement in Canada, the United States or other jurisdictions; the effects of the proposed transactions on the trading price, liquidity and index eligibility of the Company’s securities; the uncertain and evolving legal and regulatory status of cannabis in the United States and the resulting uncertainty as to whether a U.S. national securities exchange listing will become available to the Company; the effect of the announcement or pendency of the proposed transactions on the Company’s business, operations, relationships and personnel; the loss of “foreign private issuer” status upon completion of the Redomicile; and the other risk factors described in the Circular and in the Company’s annual and interim disclosure filings, including the Company’s annual information form for the year ended December 31, 2025, available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.