[PRESS RELEASE] – BOCA RATON, Fla., April 24, 2026 – Jushi Holdings Inc., a vertically integrated, multistate cannabis operator, announced its intention to seek shareholder approval of a proposed arrangement, which involves, among other things, the continuance of the Company out from the province of British Columbia, Canada, and the concurrent domestication of the Company in the State of Nevada in the United States (the "Continuance").
CEO, Chairman and founder Jim Cacioppo said, "We believe redomiciling Jushi to Nevada is a logical step in the evolution of our company. As a U.S.-focused operator, this move better aligns our corporate structure with our operations and long-term strategy. We expect the transition to streamline our organization and position Jushi to operate more efficiently while continuing to focus on disciplined growth, profitability and delivering value to our shareholders.”
Pursuant to the proposed arrangement, Jushi will continue from the jurisdiction of British Columbia, Canada, to the jurisdiction of Nevada. Upon completion of the continuance, among other things, each issued and outstanding subordinate voting share of the British Columbia-formed Jushi (the "subordinate voting shares") will be deemed to represent one share of the common stock of the Nevada-continued Jushi (the "Nevada common stock").
Furthermore, each outstanding option or warrant to purchase subordinate voting shares will, for all purposes, be automatically adjusted to become, respectively, one outstanding option or warrant to purchase an equal number of Nevada common stock, in each case on the same terms and conditions set forth in the applicable option or warrant.
The arrangement, including the continuance, is not expected to cause any material change in the company's business or operations.
The company intends to make available to its shareholders of record a definitive proxy statement in the coming weeks and to seek approval of the arrangement at the company’s annual general and special meeting of the shareholders. The proxy statement, including the plan of arrangement attached thereto, will be filed with the Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca and with the SEC on Schedule 14A on EDGAR at www.sec.gov/edgar.
Additional details regarding the arrangement and the continuance will be set out in the proxy statement.
To become effective, the arrangement must be approved by 66 2/3% of the votes cast by shareholders at the meeting.
Subject to the receipt of required approvals, including court approval and shareholder approval, the board of directors of the company intends to promptly implement the arrangement, including the continuance and the domestication in the U.S, but reserves the right to delay consummation of the arrangement to a time when doing so will be in the best interests of the company. At such time, the necessary filings will be made with the Nevada Secretary of State to effect the arrangement, including the continuance and the domestication in Nevada.
Notwithstanding the foregoing and the approval of the company shareholders, the board may, in its discretion, without further notice to or approval of the shareholders, decide not to proceed with the arrangement and decide not to complete the continuance if it determines that it is not in the best interests of the company to do so.
Following completion of the arrangement, Jushi expects the Nevada common stock to be listed for trading on the Canadian Securities Exchange and quoted on the OTCQX in place of the subordinate voting shares, and the trading symbols to remain the same.
