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Following completion, BAT will hold up to approximately 110 million common shares of Charlotte's Web, representing approximately 40% of the Company's then-issued and outstanding common shares on a non-diluted basis, based on 159,683,953 shares currently outstanding and expected to be issued prior to the closing of the Transaction, and up to approximately 270 million shares outstanding immediately following the Transaction.The C$0.94 per share price represents a discount of approximately 5% to the 5-day volume-weighted average price of the Company's common shares on the TSX as of March 27, 2026, for estimation purposes.Investor Rights Agreement On closing of the Transaction, the Company and BAT will enter into an amended and restated investor rights agreement (the "A&R Investor Rights Agreement"), amending and restating the investor rights agreement entered into on November 14, 2022, in connection with the original debenture agreement

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