Shareholders to vote on measures that streamline capital structure and governance to position the Company for a potential senior U.S. exchange listing
CHICAGO, September 24, 2026--(BUSINESS WIRE)--Cresco Labs Inc. (CSE: CL) (OTCQX: CRLBF) (FSE: 6CQ) ("Cresco Labs" or the "Company") today announced that it has filed its Management Information Circular (the "Circular") and related proxy materials for its annual general and special meeting of shareholders to be held on October 30, 2026 (the "Meeting"), as it prepares for a potential listing on a senior U.S. exchange.
At the Meeting, shareholders will be asked to approve three special resolutions relating to:
(1) a share exchange (the "Share Exchange") involving the creation of a new parent company ("TopCo"),
(2) a subsequent redomicile of TopCo from British Columbia to Delaware (the "Redomicile"), and
(3) an extension of the listing sunset date applicable to the Company's multiple voting shares (the "MVS") from the first to the third anniversary of a U.S. listing.
"The proposals we are putting before shareholders are designed to position Cresco Labs for listing on a senior U.S. exchange," said Charles Bachtell, CEO of Cresco Labs. "Taken together, they streamline our corporate and capital structure while lowering administrative cost and complexity."
Share Exchange Resolution: Creation of TopCo
To simplify the Company's capital structure in advance of accessing U.S. capital markets, the Board recommends that shareholders approve the creation of TopCo, which would become the new publicly listed entity. Cresco Labs securities would be exchanged for securities in TopCo. The Share Exchange would apply equally to all classes of Company shares, leaving shareholders' relative voting and economic rights unchanged.
Furthermore, the Board would have the discretion to effect a reverse share split, should one be necessary. Together, these steps would position the Company to meet senior U.S. exchange listing requirements and reduce administrative burden.Redomicile to Delaware
The Board recommends that shareholders approve the Redomicile of TopCo from British Columbia to Delaware, with corresponding changes to the Company's share capitalization. The Redomicile resolution also provides for the adoption of a new long-term equity incentive plan designed for a U.S.-domiciled issuer. If approved, the Board would have discretion to implement the Redomicile after the Share Exchange, at any time on or before December 31, 2027.
The Redomicile would make the Company's structure more familiar to U.S. investors, align its domicile with its operational jurisdiction, and potentially expand its access to U.S. capital markets.Limited Extension of the Multiple Voting Share Sunset Date
The Board recommends that shareholders approve an amendment to the terms of the MVS (the "MVS Amendment"), extending the sunset date from the first to the third anniversary of a U.S. listing.
The MVS Amendment is intended to support continuity of strategy as the Company completes the Redomicile and pursues a U.S. listing, after which the MVS would convert automatically.