EARLY WARNING PRESS RELEASE

SANTA MONICA, Calif., June 27, 2022 /CNW/ - This news release is issued by Gotham Green Partners, LLC ("GGP") pursuant to National Instrument 62-104 ? Take-Over Bids and Issuer Bids and National Instrument 62-103 ? The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") in respect of iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company").

On June 24, 2022, the Company closed its previously announced recapitalization transaction (the "Recapitalization Transaction") pursuant to the terms of a restructuring support agreement dated July 10, 2020, and as amended on June 15, 2021, between the Company, all of the holders (the "Secured Lenders", which include the GGP Funds, defined below) of the 13% senior secured convertible debentures issued by iAnthus Capital Management, LLC ("iAnthus SubCo"), and a majority of the holders (the "Consenting Unsecured Debentureholders") of the 8% unsecured convertible debentures issued by the Company. The implementation of the Recapitalization Transaction resulted in various changes to the corporate governance and capital structure of the Company. The Recapitalization Transaction closed pursuant to the terms of the plan of arrangement, as amended and restated, approved by the Supreme Court of British Columbia on October 5, 2020 (the "Plan of Arrangement").

Pursuant to the Plan of Arrangement, the Company issued the following common shares ("Shares") to the following entities affiliated with GGP (the "GGP Funds"):

Prior to the closing of the Recapitalization Transaction, GGP had control and direction over (i) 4,116,051 issued and outstanding Shares (the "Prior Shares"), (ii) 34,659,661 Shares that could be acquired upon the exchange of secured notes issued by iAnthus Subco, and (iii) 20,757,662 Shares that could be acquired upon the exercise of warrants of the Company, for a total of 59,533,374 Shares, representing a securityholding percentage of approximately 26.21% calculated on a partially-diluted basis based on 171,718,192 Shares being issued and outstanding at that time.

Following the closing of the Recapitalization Transaction, in accordance with the terms of the Plan of Arrangement, the GGP Funds hold only the Prior Shares and the Shares issued under the Plan of Arrangement described above, as well as new secured notes and new unsecured notes that are not convertible into Shares. Therefore, GGP has direction or control over 2,572,163,241 Shares, representing a securityholding percentage of approximately 41.19% of the 6,244,297,897 issued and outstanding Shares, comprised of:

Although GGP and the GGP Funds do not have any present plans or proposals, depending on various factors, GGP and the GGP Funds may in the future increase or decrease their ownership, control or direction over securities of the Company through open market transactions, private agreements or otherwise, and may transfer securities of the Company among affiliated funds.

Pursuant to the terms of the Plan of Arrangement, the Secured Lenders have the right to nominate three directors to the board of directors of the Company (the "Board"). The Secured Lenders nominated two of their three nominees to the Board as of the closing of the Recapitalization Transaction and will nominate a third director after closing, subject to regulatory approval where required.

Gotham Green Partners, LLC is a New York and California-based private equity firm focused on deploying capital into cannabis and cannabis-related enterprises on a global scale. The firm manages a diversified portfolio of investments and is actively investing across the cannabis value chain.

The address of GGP is 1437 4^th Street, Suite 200, Santa Monica, California, 90401 U.S.A.

A report on Form 62-103F1 ? Required Disclosure under the Early Warning Requirements is being filed by GGP in accordance with NI 62-103 and will be available under iAnthus' profile at www.sedar.com. The head office of iAnthus is 420 Lexington Avenue, Suite 414, New York, New York, 10170 U.S.A.

SOURCE Gotham Green Partners, LLC