Pitchfork Enterprises, LLC entered into a definitive agreement to acquire Three dispensaries and two processing in Arizona of iAnthus Capital Holdings, Inc. (CNSX:IAN) for $36.5 million on February 6, 2025. Consideration consists of approximately $20 million of cash payable at closing, subject to certain adjustments, and a secured promissory note issued by the Buyer in the principal amount of $16.5 million. In a related party transaction, Pitchfork Enterprises, LLC sold two processing/cultivation facilities in Arizona. Three dispensaries and two processing/cultivation facilities in Arizona were sold for aggregate consideration of approximately $36.5 million. The purchase price (?Purchase Price?) for the Assets is approximately $36.5 million and will consist of approximately $20 million of cash payable at closing, subject to certain adjustments, and a secured promissory note to be issued by Sonoran Roots in the principal amount of $16.5 million (the ?Note?). The Note will bear interest at a rate of six percent (6%) per annum compounded annually, with a term of sixty-six (66) months. The Purchase Agreement also contains certain termination rights for iAnthus Capital Holdings, Inc. and Pitchfork Enterprises, LLC, subject to the conditions set forth in the Purchase Agreement, including, without limitation, if the Closing has not occurred by February 15, 2025. The Transaction is subject to customary conditions precedent including the receipt of applicable consents and regulatory approvals and is expected to close in 1Q2025.

Ducera Securities LLC acted as financial advisor to iAnthus Capital Holdings, Inc. Hawkeye Capital Markets acted as financial advisor to Pitchfork Enterprises, LLC.

Pitchfork Enterprises, LLC completed the acquisition of Three dispensaries and two processing in Arizona of iAnthus Capital Holdings, Inc. (CNSX:IAN) on February 14, 2025.