Mr. Josh Rosen reports

ACE VENTURE ENTERPRISES, INC. ANNOUNCES PLANNED ACQUISITION OF VIREO HEALTH OF NEW YORK FROM GOODNESS GROWTH HOLDINGS

Ace Ventures LLC, a minority-owned business in the state of New York, Ace's corporate partner, Ace Venture Enterprises Inc., and Goodness Growth Holdings Inc. have executed a binding term sheet whereby Ace plans to acquire assets of Goodness Growth's subsidiary, Vireo Health of New York, pending the satisfaction of closing conditions, including secured capital commitments and regulatory approval.

Founded by lifelong New Yorker Steven Acevedo, a television and film producer who has worked with some of the world's most recognizable entertainers, Ace's mission is to bring New York the quality and affordable cannabis its regulated market deserves, while investing in communities that have been disproportionately affected by the war on drugs. Ace Venture Enterprises shareholder Arthur Isagholian has over 25 years of experience within various sectors of the cannabis value chain, and has recruited, developed and managed highly skilled teams, both plant touching and ancillary, across cultivation, manufacturing, marketing and retail operations.

Terms of the transaction include a purchase price between $3.0-million and $5.0-million for Vireo Health of New York's licences, inventory and assets, as well as Ace's assumption of the lease agreement with Innovative Industrial Properties for the Johnstown, N.Y., cannabis cultivation and manufacturing campus. Ace has agreed to assume VireoNY's financial liabilities, including its operating losses, beginning on April 1, 2024. These activities are expected to be supported initially by a $2.5-million unsecured loan from Goodness Growth to VireoNY.

In addition, the parties are committed to a collaborative advisory agreement that retains Goodness Growth's management and compliance oversight in return for an approximate 15-per-cent share of net profits. Goodness Growth and Ace anticipate regulatory approval for the transfer of the New York licences, as well as closing of the VireoNY transaction, to occur by June 30, 2024.

Lease amendment for Johnstown, N.Y., cultivation and manufacturing campus

Goodness Growth also announced in conjunction with the VireoNY transaction that it has executed an eighth amendment to its lease with IIP for the Johnstown, N.Y., cannabis cultivation and manufacturing campus. The amendment to the Johnstown campus lease extends a lease termination option until June 30, 2024, and adds a purchase option of the facility for the tenant.

Ace Venture Enterprises is committed to providing an investment of $20.0-million to finance the development of the licence and support the transfer of the IIP lease, and intends to acquire the Johnstown cannabis cultivation and manufacturing campus from IIP by executing the two-year purchase option.

Management commentary

Mr. Acevedo commented: "We are thrilled to reach this agreement with Goodness Growth and are excited to enter New York's cannabis industry. We are prepared to showcase the strength of our team and to support a thriving industry in New York that benefits both consumers and communities that have been impacted by the failed war on drugs. With more stores opening regularly, our timing feels impeccable, and we're pleased to have Goodness Growth's continued involvement in the management of our operations. After spending considerable time with their team and observing the success they've had with renewed operational focus in Maryland and Minnesota, we see great benefit to a collaborative relationship that helps ensure long-term success for both of our organizations."

Goodness Growth interim chief executive officer Josh Rosen said: "We're excited to support the Ace team as they bring the benefits of a tremendous legacy within the industry and a deep network of relationships that we believe can help both Ace and Goodness Growth thrive moving forward. Execution in New York is the first priority, and we are eager to support Ace's entry into New York's wholesale market as soon as practicable following regulatory approval of our registered organization non-dispensing licence. We also anticipate meaningful opportunities for future collaborations with the Ace team."

About Ace Venture Enterprises Inc. and Ace Ventures LLC

Ace Venture is a New York-based and minority- and women-owned business entity partnership. Ace Ventures and Ace Venture Enterprises were founded by lifelong New Yorker Mr. Acevedo with the goal of bringing together the most experienced team of entrepreneurs in every aspect of the cannabis business. The entities' mission is to bring unparalleled medical, scientific and operational expertise to the cannabis industry while investing in communities that have been disproportionately affected by the war on drugs, with a goal of creating a profitable company with high-quality products, while making social consciousness the function of the entire industry -- not simply a feature.

About Goodness Growth Holdings Inc.

Goodness Growth is a cannabis company whose mission is to provide safe access, quality products and value to its customers while supporting its local communities through active participation and restorative justice programs. The company is evolving with the industry and is in the midst of a transformation to being significantly more customer-centric across its operations, which include cultivation, manufacturing, wholesale and retail business lines. Today, the company is licensed to grow, process and/or distribute cannabis in four markets, and operates 14 dispensaries in three states.

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