23:39:23 EDT Thu 24 Sep 2026
Enter Symbol
or Name
USA
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Cresco Labs Inc
Symbol CL
Shares Issued 354,203,183
Close 2026-09-24 C$ 1.03
Market Cap C$ 364,829,278
Recent Sedar+ Documents

Cresco to seek holder OK for three special resolutions

2026-09-24 20:59 ET - News Release

Mr. Charles Bachtell reports

CRESCO LABS ANNOUNCES FILING OF MANAGEMENT INFORMATION CIRCULAR FOR ANNUAL GENERAL AND SPECIAL MEETING

Cresco Labs Inc. has filed its management information circular and related proxy materials for its annual general and special meeting of shareholders to be held on Oct. 30, 2026, 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 involving the creation of a new parent company (TopCo);
  2. A subsequent redomicile of TopCo from British Columbia to Delaware; and
  3. An extension of the listing sunset date applicable to the company's multiple voting shares 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, chief executive officer of Cresco Labs. "Taken together, they streamline our corporate and capital structure while lowering administrative cost and complexity."

1. 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.

2. 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 United States-domiciled issuer. If approved, the board would have discretion to implement the redomicile after the share exchange at any time on or before Dec. 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.

3. Limited extension of the multiple voting share sunset date

The board recommends that shareholders approve an amendment to the terms of the MVS, 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.

Shareholders will also receive the company's financial statements for the years ended Dec. 31, 2025, and 2024, and vote on the other annual items of business, including setting the number of directors at seven, electing the directors and reappointing Baker Tilly U.S. LLP as independent auditor.

The board unanimously recommends that shareholders vote for each of the resolutions to be considered at the meeting.

Additional information and where to find it

The foregoing descriptions are summaries only, do not purport to be complete, and are qualified in their entirety by reference to the full text of the circular and the other meeting materials, which contain important additional information regarding the proposals, the company's governance practices, and detailed instructions on voting and participation at the meeting. Shareholders are urged to read the circular and all other relevant documents carefully and in their entirety.

The circular and related materials are available under the company's profile on SEDAR+, under the company's profile on EDGAR and on the company's website.

The annual general and special meeting of shareholders is to be held at 12 p.m. Central Daylight Time on Friday, Oct. 30, 2026, by live audio webcast. Shareholders of record as of the close of business on Sept. 15, 2026, are entitled to receive notice of, and to vote at, the meeting. Proxies must be received by 12 p.m. Central Daylight Time on Wednesday, Oct. 28, 2026, or two business days before any adjourned or postponed meeting. Beneficial shareholders who hold through an intermediary should follow the voting instructions provided by that intermediary, which may impose an earlier deadline.

Shareholders who have questions regarding the meeting or require assistance with voting may contact Laurel Hill Advisory Group by telephone or text message toll-free within North America at 1-877-452-7184, by telephone outside of North America at 1-416-304-0211, or by e-mail at assistance@laurelhill.com.

About Cresco Labs Inc.

Cresco Labs' mission is to normalize and professionalize the medical marijuana industry through a consumer packaged goods approach to building national brands and a customer-focused retail experience while acting as a steward for the industry on legislative and regulatory-focused initiatives. As a leader in cultivation, production and branded product distribution, the company is leveraging its scale and agility to expand its portfolio of brands that include Cresco, High Supply, FloraCal, Good News, Wonder Wellness Co., Mindy's and Remedi on a national level. The company also operates highly productive dispensaries nationally under the Sunnyside brand that focus on building patient and consumer trust and delivering continuing education and convenience in a wonderfully traditional retail experience. Through year-round policy, community outreach and SEED initiative efforts, Cresco Labs embraces the responsibility to support communities through authentic engagement, economic opportunity, investment, work force development and legislative initiatives designed to create the most responsible, respectable and robust medical marijuana industry possible.

We seek Safe Harbor.

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